オートリブの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2024

     ☐

     Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from                     to

Commission File No.: 001-12933

AUTOLIV, INC.

(Exact name of registrant as specified in its charter)


Delaware		51-0378542
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Klarabergsviadukten 70, Section B7
Box 70381,
Stockholm, Sweden		SE-107 24
(Address of principal executive offices)		(Zip Code)

+46 8 587 20 600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $1.00 per share)	ALV	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No: ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes: ☒ No: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes: ☐ No: ☒

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of October 14, 2024, there were 78,751,746 shares of common stock of Autoliv, Inc., par value $1.00 per share, outstanding.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. (“Autoliv,” the “Company” or “we”) or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements.

In some cases, you can identify these statements by forward-looking words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “likely,” “might,” “would,” “should,” “could,” or the negative of these terms and other comparable terminology, although not all forward-looking statements contain such words.

Because these forward-looking statements involve risks and uncertainties, the outcome could differ materially from those set out in the forward-looking statements for a variety of reasons, including without limitation: general economic conditions, including inflation; changes in light vehicle production; fluctuation in vehicle production schedules for which the Company is a supplier; global supply chain disruptions, including port, transportation and distribution delays or interruptions; supply chain disruptions and component shortages specific to the automotive industry or the Company; disruptions and impacts relating to the ongoing war between Russia and Ukraine and hostilities in the Middle East; changes in general industry and market conditions or regional growth or decline; changes in and the successful execution of our capacity alignments: restructuring, cost reduction and efficiency initiatives and the market reaction thereto; loss of business from increased competition; higher raw material, fuel and energy costs; changes in consumer and customer preferences for end products; customer losses; changes in regulatory conditions; customer bankruptcies, consolidations or restructuring or divestiture of customer brands; unfavorable fluctuations in currencies or interest rates among the various jurisdictions in which we operate; market acceptance of our new products; costs or difficulties related to the integration of any new or acquired businesses and technologies; continued uncertainty in pricing and other negotiations with customers; successful integration of acquisitions and operations of joint ventures; successful implementation of strategic partnerships and collaborations; our ability to be awarded new business; product liability, warranty and recall claims and investigations and other litigation, civil judgments or financial penalties and customer reactions thereto; higher expenses for our pension and other postretirement benefits, including higher funding needs for our pension plans; work stoppages or other labor issues; possible adverse results of pending or future litigation or infringement claims and the availability of insurance with respect to such matters; our ability to protect our intellectual property rights; negative impacts of antitrust investigations or other governmental investigations and associated litigation relating to the conduct of our business; tax assessments by governmental authorities and changes in our effective tax rate; dependence on key personnel; legislative or regulatory changes impacting or limiting our business; our ability to meet our sustainability targets, goals and commitments; political conditions; dependence on and relationships with customers and suppliers; the conditions necessary to hit our financial targets; and other risks and uncertainties identified in Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, Item 1A “Risk Factors” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024.

For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.


INDEX

PART I - FINANCIAL INFORMATION		4

ITEM 1. FINANCIAL STATEMENTS		4

1.	Basis of Presentation	10
2.	New Accounting Standards	11
3.	Fair Value Measurements	12
4.	Income Taxes	15
5.	Inventories	15
6.	Restructuring	16
7.	Product-Related Liabilities	16
8.	Retirement Plans	17
9.	Contingent Liabilities	18
10.	Stock Incentive Plan	20
11.	Earnings Per Share	20
12.	Revenue Disaggregation	20
13.	Subsequent Events	21

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		36
ITEM 4. CONTROLS AND PROCEDURES		36
PART II - OTHER INFORMATION		37
ITEM 1. LEGAL PROCEEDINGS		37
ITEM 1A. RISK FACTORS		37
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		37
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		37
ITEM 4. MINE SAFETY DISCLOSURES		37
ITEM 5. OTHER INFORMATION		37
ITEM 6. EXHIBITS		38

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in millions, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net sales	$	2,555		$	2,596		$	7,774		$	7,724
Cost of sales		(2,095	)		(2,131	)		(6,398	)		(6,432	)
Gross profit		459			465			1,377			1,291
Selling, general and administrative expenses		(129	)		(119	)		(399	)		(380	)
Research, development and engineering expenses, net		(96	)		(107	)		(325	)		(343	)
Other income (expense), net		(9	)		(8	)		(27	)		(115	)
Operating income		226			232			626			453
Income from equity method investment		2			1			5			4
Interest income		3			3			10			10
Interest expense		(27	)		(24	)		(81	)		(68	)
Other non-operating items, net		(7	)		(11	)		(7	)		(6	)
Income before income taxes		197			201			554			393
Income tax expense		(58	)		(67	)		(149	)		(131	)
Net income1)		139			134			404			262
Less: Net income attributable to non-controlling interest		0			1			1			1
Net income attributable to controlling interest	$	138		$	134		$	403		$	261

Net earnings per share – basic	$	1.75		$	1.58		$	4.99		$	3.05
Net earnings per share – diluted	$	1.74		$	1.57		$	4.98		$	3.04

Weighted average number of shares outstanding, net of treasury shares (in millions)		79.2			84.9			80.7			85.5
Weighted average number of shares outstanding, assuming dilution and net of treasury shares (in millions)		79.3			85.0			80.9			85.7

Cash dividend per share – declared	$	0.68		$	0.66		$	2.04		$	1.98
Cash dividend per share – paid	$	0.68		$	0.66		$	2.04		$	1.98

1) For the three months periods ended September 30, 2024 and 2023, the aggregate transaction gain (loss) included in net income for the period were a loss of $5 million and a loss of $16 million, respectively. For the nine months periods ended September 30, 2024 and 2023, the aggregate transaction gain (loss) included in net income for the period were a loss of $7 million and a loss of $31 million, respectively.

See Notes to the unaudited Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income	$	139		$	134		$	404		$	262
Other comprehensive income (loss) before tax:
Change in cumulative translation adjustments		36			(33	)		(70	)		(43	)
Net change in unrealized components of defined benefit plans		(1	)		1			8			6
Other comprehensive (loss), before tax		34			(32	)		(62	)		(37	)
Tax effect allocated to other comprehensive income (loss)		0			(0	)		(2	)		(1	)
Other comprehensive (loss), net of tax		35			(32	)		(63	)		(38	)
Comprehensive income		173			102			341			223
Less: Comprehensive income (loss) attributable to non-controlling interest		1			0			1			0
Comprehensive income attributable to controlling interest	$	173		$	101		$	340		$	223

See Notes to the unaudited Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in millions)


	As of
	September 30, 2024			December 31, 2023
Assets
Cash and cash equivalents	$	415		$	498
Receivables, net		2,192			2,198
Inventories, net		997			1,012
Prepaid expenses and accrued income		172			173
Other current assets		90			93
Total current assets		3,865			3,974
Property, plant and equipment, net		2,317			2,192
Operating lease right-of-use assets		173			176
Goodwill and intangible assets, net		1,386			1,385
Other non-current assets		565			606
Total assets		8,306			8,332

Liabilities and equity
Short-term debt		624			538
Accounts payable1)		1,881			1,978
Accrued expenses		1,189			1,135
Operating lease liabilities - current		44			39
Other current liabilities		297			345
Total current liabilities		4,034			4,035
Long-term debt		1,586			1,324
Pension liability		147			159
Operating lease liabilities - non-current		130			135
Other non-current liabilities		110			109
Total non-current liabilities		1,974			1,728
Common stock		84			88
Additional paid-in capital		968			1,044
Retained earnings		2,154			2,293
Accumulated other comprehensive loss2)		(559	)		(496	)
Treasury stock		(358	)		(371	)
Total controlling interest's equity		2,288			2,557
Non-controlling interest		10			13
Total equity		2,298			2,570
Total liabilities and equity	$	8,306		$	8,332

1) Amount of obligations confirmed under the Company's Supplier Finance Program that remains unpaid is reported as Accounts Payable in the Condensed Consolidated Balance Sheets. Amount of obligations outstanding as of September 30, 2024 and December 31, 2023 are $334 million and $333 million, respectively.

2) Including cumulative translation adjustment as of September 30, 2024 and December 31, 2023 to the amount of $(514) million and $(449) million, respectively.

See Notes to the unaudited Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in millions)


	Nine Months Ended September 30,
	2024			2023
Operating activities
Net income	$	404		$	262
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		289			281
Other, net		1			1
Net change in operating assets and liabilities		(54	)		(8	)
Net cash provided by operating activities		639			535

Investing activities
Expenditures for property, plant and equipment		(440	)		(420	)
Proceeds from sale of property, plant and equipment		9			1
Net cash used in investing activities		(431	)		(419	)

Financing activities
Net (decrease) increase in short-term debt		85			115
Proceeds from issuance of long-term debt		581			557
Repayment of long-term debt		(306	)		(533	)
Dividends paid		(164	)		(169	)
Stock repurchased		(450	)		(202	)
Common stock options exercised		0			1
Dividends paid to non-controlling interest		(5	)		(1	)
Net cash used in financing activities		(259	)		(232	)
Effect of exchange rate changes on cash and cash equivalents		(33	)		(3	)
Net decrease in cash and cash equivalents		(84	)		(119	)
Cash and cash equivalents at beginning of period		498			594
Cash and cash equivalents at end of period	$	415		$	475

See Notes to unaudited Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF TOTAL EQUITY (UNAUDITED) (Dollars in millions)


	Common stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total controlling interest's equity			Non- controlling interest			Total equity
Balances at December 31, 2023	$	88		$	1,044		$	2,289		$	(496	)	$	(368	)	$	2,557		$	13		$	2,570
Comprehensive Loss:
Net income								126									126			0			127
Foreign currency translation adjustment											(46	)					(46	)		(0	)		(47	)
Pension liability											5						5						5
Total Comprehensive Income		—			—			126			(41	)		—			85			0			85
Retired and repurchased shared		(1	)		(26	)		(134	)								(161	)					(161	)
Stock-based compensation														4			4						4
Cash dividends declared								(56	)								(56	)					(56	)
Balances at March 31, 2024	$	86		$	1,018		$	2,226		$	(537	)	$	(364	)	$	2,429		$	13		$	2,442
Comprehensive Loss:
Net income								138									138			0			139
Foreign currency translation adjustment											(59	)					(59	)		(0	)		(59	)
Pension liability											2						2						2
Total Comprehensive Loss		—			—			138			(56	)		—			82			0			83
Retired and repurchased shared		(1	)		(25	)		(136	)								(162	)					(162	)
Stock-based compensation														4			4						4
Dividends paid to non-controlling interest on subsidiary shares																	0			(1	)		(1	)
Cash dividends declared								(55	)								(55	)					(55	)
Balances at June 30, 2024	$	85		$	993		$	2,174		$	(593	)	$	(360	)	$	2,298		$	13		$	2,311
Comprehensive Income:
Net income								138									138			0			139
Foreign currency translation adjustment											35						35			0			36
Pension liability											(1	)					(1	)					(1	)
Total Comprehensive Income (loss)		—			—			138			34			—			173			1			173
Retired and repurchased shared		(1	)		(25	)		(105	)								(131	)					(131	)
Stock-based compensation														2			2						2
Dividends paid to non-controlling interest on subsidiary shares																				(4	)		(4	)
Cash dividends declared								(54	)								(54	)					(54	)
Balances at September 30, 2024	$	84		$	968		$	2,154		$	(559	)	$	(358	)	$	2,288		$	10		$	2,298


	Common stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total controlling interest's equity			Non- controlling interest			Total equity
Balances at December 31, 2022	$	91		$	1,113		$	2,310		$	(522	)	$	(379	)	$	2,613		$	13		$	2,626
Comprehensive Income:
Net income								74									74			0			74
Foreign currency translation adjustment											36						36			0			36
Pension liability											(0	)					(0	)					(0	)
Total Comprehensive Income		—			—			74			35			—			110			0			110
Stock repurchased and retired		(0	)		(9	)		(33	)								(42	)					(42	)
Stock-based compensation														3			3						3
Cash dividends declared								(57	)								(57	)					(57	)
Balances at March 31, 2023	$	91		$	1,105		$	2,295		$	(487	)	$	(376	)	$	2,627		$	14		$	2,641
Comprehensive Income:
Net income								53									53			0			53
Foreign currency translation adjustment											(45	)					(45	)		(1	)		(46	)
Pension liability											4						4						4
Total Comprehensive Income		—			—			53			(41	)		—			12			(0	)		12
Stock repurchased and retired		(0	)		(9	)		(31	)								(41	)					(41	)
Stock-based compensation														3			3						3
Dividends paid to non-controlling interest on subsidiary shares																	0			(1	)		(1	)
Cash dividends declared								(56	)								(56	)					(56	)
Balances at June 30, 2023	$	90		$	1,096		$	2,260		$	(527	)	$	(374	)	$	2,545		$	13		$	2,557
Comprehensive Income:
Net income								134									134			1			134
Foreign currency translation adjustment											(33	)					(33	)		(0	)		(33	)
Pension liability											1						1						1
Total Comprehensive Income		—			—			134			(32	)		—			101			0			102
Stock repurchased and retired		(1	)		(23	)		(95	)								(120	)					(120	)
Stock-based compensation														3			3						3
Dividends paid to non-controlling interest on subsidiary shares																				—			—
Cash dividends declared								(56	)								(56	)					(56	)
Balances at September 30, 2023	$	89		$	1,072		$	2,242		$	(560	)	$	(371	)	$	2,473		$	13		$	2,486

See Notes to the unaudited Condensed Consolidated Financial Statements.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise noted, all amounts are presented in millions of dollars, except for per share amounts)

September 30, 2024

1. BASIS OF PRESENTATION

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the prior year audited consolidated financial statements and all adjustments considered necessary for a fair presentation have been included in the consolidated financial statements. All such adjustments are of a normal recurring nature. The results for the interim period are not necessarily indicative of the results to be expected for any future period or for the fiscal year ending December 31, 2024.

The Condensed Consolidated Balance Sheet as of December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements.

The Company has one reportable segment, which includes Autoliv’s airbag and seatbelt products and components.

Certain amounts in the condensed consolidated financial statements and associated notes may not reconcile due to rounding. All percentages have been calculated using unrounded amounts. Certain amounts in prior periods have been reclassified to conform to current year presentation.

Statements in this report that are not of historical fact are forward-looking statements that involve risks and uncertainties that could affect the actual results of the Company. A description of the important factors that could cause Autoliv’s actual results to differ materially from the forward-looking statements contained in this report may be found in this report and Autoliv’s other reports filed with the Securities and Exchange Commission (the “SEC”). For further information, refer to the consolidated financial statements, footnotes and definitions thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024.

2. NEW ACCOUNTING STANDARDS

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”).

Adoption of new accounting standards

None.

Accounting standards issued but not yet adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require that a public entity make additional disclosures related to segments if it has them. A public entity that has a single reportable segment would be required to provide all the disclosures required by the amendments in this update and all existing segment disclosures in Topic 280. The amendments in this update are affective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in this update should be applied retrospectively to all prior periods presented in the financial statements. The Company has concluded that the pending adoption of ASU 2023-07 will not have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures as well as improve the effectiveness of income tax disclosures. The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update also require that all entities disclose on an annual basis certain detailed information about income taxes paid. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The amendments in this update are affective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently assessing the impact that ASU 2023-09 will have on its financial statements and will adopt the amendments in this update prospectively upon the effective date.

In March 2024, the SEC adopted final rules requiring registrants to disclose climate-related information in their annual reports. The final rules require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, under the final rules, certain disclosures related to severe weather events and other natural conditions will be required in a registrant’s audited financial statements. The new requirements are required on a prospective basis and a phased-in compliance period becomes effective for the Company beginning with its Annual Report on Form 10-K for the year ending December 31, 2025. However, pending the resolution of legal challenges that were subsequently filed against these rules, in April 2024, the SEC stayed the effectiveness of the rules. Therefore, the disclosure requirements of these rules and the timing of their effectiveness is uncertain. The Company is currently assessing the anticipated impact that the rules will have on its financial statements if and when effective and will implement disclosures upon any such effective dates.

3. FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value on a recurring basis

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, short-term debt and other current financial assets and liabilities approximate their fair value because of the short-term maturity of these instruments.

The Company uses derivative financial instruments (“derivatives”) as part of its debt management to mitigate the market risk that occurs from its exposure to changes in interest rates and foreign exchange rates. The Company does not enter into derivatives for trading or other speculative purposes. The Company’s use of derivatives is in accordance with the strategies contained in the Company’s overall financial policy. All derivatives are recognized in the consolidated financial statements at fair value. For certain derivatives, hedge accounting is not applied either because non-hedge accounting treatment creates the same accounting result or the hedge does not meet the hedge accounting requirements, although each hedge is entered into applying the same rationale concerning mitigating market risk that occurs from changes in interest rates and foreign exchange rates.

The degree of judgment utilized in measuring the fair value of the instruments generally correlates to the level of pricing observability. Pricing observability is impacted by several factors, including the type of asset or liability, whether the asset or liability has an established market and the characteristics specific to the transaction. Instruments with readily active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, assets rarely traded or not quoted will generally have less, or no, pricing observability and a higher degree of judgment utilized in measuring fair value.

All the Company’s derivatives are classified as Level 2 financial instruments in the fair value hierarchy. Level 2 pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

The carrying value is the same as the fair value as these instruments are recognized in the consolidated financial statements at fair value. Although the Company is party to close-out netting agreements (“ISDA agreements”) with all of its derivative counterparties, the fair values in the tables below and in the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 have been presented on a gross basis. According to the ISDA agreements, transaction amounts payable to a counterparty on the same date and in the same currency can be netted. The amounts subject to netting agreements that the Company chose not to offset are presented below.

Derivatives designated as hedging instruments

There were no derivatives designated as hedging instruments as of September 30, 2024 or December 31, 2023 related to the Company's operations.

Derivatives not designated as hedging instruments

Derivatives not designated as hedging instruments relate to economic hedges and are marked to market with all amounts recognized in the Consolidated Statements of Income. The derivatives not designated as hedging instruments outstanding as of September 30, 2024 and December 31, 2023 were foreign exchange swaps.

For the three months periods ended September 30, 2024 and 2023, the gains (losses) recognized in other non-operating items, net were a gain of $1 million and a gain of $12 million, respectively, for derivative instruments not designated as hedging instruments. For the nine months periods ended September 30, 2024 and 2023, the gains (losses) recognized in other non-operating items, net were a gain of $11 million and a gain of $21 million, respectively. The realized part of the losses referred to above is reported under financing activities in the statement of cash flows.

For the three and nine months periods ended September 30, 2024, the gains (losses) recognized as interest expense were a loss of $5 million and a gain of $1 million, respectively. For the three and nine months periods ended September 30, 2023, the gains (losses) recognized as interest expense were immaterial.

The tables below present information about the Company’s derivative financial assets and liabilities measured at fair value on a recurring basis (dollars in millions).


	As of
	September 30, 2024									December 31, 2023
				Fair Value Measurements									Fair Value Measurements
Description	Nominal volume			Derivative asset (Other current assets)			Derivative liability (Other current liabilities)			Nominal volume			Derivative asset (Other current assets)			Derivative liability (Other current liabilities)
Derivatives not designated as hedging instruments
Foreign exchange swaps, less than 6 months	$	1,798	1)	$	19	2)	$	21	3)	$	1,895	4)	$	22	5)	$	12	6)
Total derivatives not designated as hedging instruments	$	1,798		$	19		$	21		$	1,895		$	22		$	12

1) Net nominal amount after deducting for offsetting swaps under ISDA agreements is $1,798 million.

2) Net amount after deducting for offsetting swaps under ISDA agreements is $19 million.

3) Net amount after deducting for offsetting swaps under ISDA agreements is $21 million.

4) Net nominal amount after deducting for offsetting swaps under ISDA agreements is $1,895 million.

5) Net amount after deducting for offsetting swaps under ISDA agreements is $22 million.

6) Net amount after deducting for offsetting swaps under ISDA agreements is $12 million.

Fair Value of Debt

The fair value of long-term debt is determined either from quoted market prices as provided by participants in the secondary market or for long-term debt without quoted market prices, estimated using a discounted cash flow method based on the Company’s current borrowing rates for similar types of financing. The Company has determined that each of these fair value measurements of debt reside within Level 2 of the fair value hierarchy.

In February 2024, the Company issued 5.5-year notes for a total of €500 million in the Eurobond market. The notes carry a coupon of 3.625% and mature in August 2029. In April 2024, the Company repaid $297 million of US Private Placement debt.

The fair value and carrying value of debt is summarized in the table below (dollars in millions).


	As of
	September 30, 2024				December 31, 2023
	Carrying value1)		Fair value		Carrying value1)		Fair value
Long-term debt
Bonds	$	1,586	$	1,612	$	1,023	$	1,022
Loans		—		—		301		306
Total long-term debt		1,586		1,612		1,324		1,328

Short-term debt
Short-term portion of long-term debt		297		302		297		297
Overdrafts and other short-term debt		327		327		241		241
Total short-term debt	$	624	$	630	$	538	$	538

1) Debt as reported in balance sheet.

Assets and liabilities measured at fair value on a non-recurring basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also has assets and liabilities in its balance sheet that are measured at fair value on a nonrecurring basis, including certain long-lived assets, including equity method investments, goodwill and other intangible assets, typically as it relates to impairment.

The Company has determined that the fair value measurements included in each of these assets and liabilities rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets and settlements of liabilities, as observable inputs are not available. The Company has determined that each of these fair value measurements reside within Level 3 of the fair value hierarchy. To determine the fair value of long-lived assets, the Company utilizes the projected cash flows expected to be generated by the long-lived assets, then discounts the future cash flows over the expected life of the long-lived assets.

For the three and nine months periods ended September 30, 2024 and September 30, 2023, the Company did not record any material impairment charges on its long-lived assets for its operations.

4. INCOME TAXES

The effective tax rate for the three months period ended September 30, 2024 was 29.6% compared to 33.4% for the three months period ended September 30, 2023. Discrete tax items, net for the three months period ended September 30, 2024 had a favorable impact of 1.2%. Discrete tax items, net for the three months period ended September 30, 2023 had an unfavorable impact of 0.2%.

The effective tax rate for the nine months period ended September 30, 2024 was 27.0% compared to 33.4% for the nine months period ended September 30, 2023. Discrete tax items, net for the nine months period ended September 30, 2024 had a favorable impact of 2.8%. Discrete tax items, net for the nine months period ended September 30, 2023 had a favorable impact of 0.6%.

The Company files income tax returns in the U.S. federal jurisdiction, various U.S. states, and non-U.S. jurisdictions. At any given time, the Company is undergoing tax audits in several tax jurisdictions covering multiple years. The Company is no longer subject to income tax examination by the U.S. federal income tax authorities for years prior to 2015. With few exceptions, the Company is no longer subject to income tax examination by U.S. state or local tax authorities or by non-U.S. tax authorities for years before 2012.

As of September 30, 2024, the Company is not aware of any proposed income tax adjustments resulting from tax examinations that would have a material impact on the Company’s condensed consolidated financial statements. The conclusion of such audits could result in additional increases or decreases to unrecognized tax benefits in some future period or periods.

During the nine months period ended September 30, 2024, the Company recorded a net increase of $6 million to income tax reserves for unrecognized tax benefits based on tax positions related to the current year, including accruing additional interest related to unrecognized tax benefits from prior years. In addition, during the nine month period ended September 30, 2024, the Company recorded a net decrease of $17 million to income tax reserves for unrecognized tax benefits based on tax positions taken in prior years, mainly due to conclusion of tax audits and expiration of the statute of limitations in various jurisdictions.

Of the total unrecognized tax benefits of $53 million recorded as of September 30, 2024, $14 million is classified as current tax payable within Other current liabilities and $39 million is classified as non-current tax payable within Other non-current liabilities on the Condensed Consolidated Balance Sheet.

5. INVENTORIES

Inventories are stated at the lower of cost (“FIFO”) and net realizable value. The components of inventories were as follows (dollars in millions):


	As of
	September 30, 2024			December 31, 2023
Raw materials	$	447		$	457
Work in progress		332			347
Finished products		309			296
Inventories		1,088			1,100
Inventory valuation reserve		(91	)		(89	)
Total inventories, net of reserve	$	997		$	1,012

6. RESTRUCTURING

As of September 30, 2024, the majority of the restructuring reserve balance of $187 million is attributed to global structural cost reduction program activities initiated in Europe in 2023. These activities are expected to be concluded during 2024 and 2025.

Provisions for the three months period ended September 30, 2024 mainly related to restructuring activities in Americas. Provisions for the nine months period ended September 2024 mainly related to restructuring activities in Europe and Americas. Cash payments for the three and nine months periods ended September 30, 2024 related to the restructuring activities in Europe. The provision charges for the three and nine months periods ended September 30, 2023 mainly related to restructuring activities in Germany and UK. The cash payments for the three and nine months periods ended September 30, 2023 relate to restructuring activities in Europe

The table below summarizes the change in the balance sheet position of the employee-related restructuring reserves (dollars in millions). The restructuring reserve balances are included within Accrued expenses in the Condensed Consolidated Balance Sheets. The changes in the employee-related reserves have been charged against Other income (expense), net in the Consolidated Statements of Income. Restructuring costs other than employee related costs are immaterial for all periods presented.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Reserve at beginning of the period	$	189		$	127		$	213		$	32
Provision - charge		9			8			22			118
Provision - reversal		(1	)		(1	)		(1	)		(1	)
Cash payments		(19	)		(9	)		(49	)		(24	)
Translation difference		8			(3	)		1			(2	)
Reserve at end of the period	$	187		$	122		$	187		$	122

7. PRODUCT-RELATED LIABILITIES

The Company is exposed to product liability and warranty claims in the event that the Company’s products fail to perform as represented and such failure results, or is alleged to result, in bodily injury, and/or property damage or other loss. The Company has reserves for product risks. Such reserves are related to product performance issues, including recalls, product liability, and warranty issues. For further explanation, see Note 9. Contingent Liabilities below.

For the three months period ended September 30, 2024, cash payments mainly related to warranty- and recall-related issues. For the nine months period ended September 30, 2024, provision reversals and cash payments primarily related to recall-related issues. For the three and nine months periods ended September 30, 2023, provisions primarily related to warranty-related issues and cash payments mainly related to the Andrews litigation settlement. As of September 30, 2024, the reserve for product-related liabilities mainly consisted of recall-related issues.

The table below summarizes the change in the balance sheet position of the product-related liabilities (dollars in millions). The reserve for product-related liabilities is included in accrued expenses and other non-current liabilities on the Condensed Consolidated Balance Sheets. A majority of the Company’s product-related liabilities as of September 30, 2024 are covered by insurance. Insurance receivables are included within other current assets and other non-current assets on the Condensed Consolidated Balance Sheets. As of September 30, 2024, the Company had total insurance receivables of $58 million.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Reserve at beginning of the period	$	73		$	178		$	96		$	145
Change in reserve		6			3			(2	)		46
Cash payments		(3	)		(61	)		(17	)		(71	)
Translation difference		1			(0	)		0			(1	)
Reserve at end of the period	$	77		$	120		$	77		$	120

8. RETIREMENT PLANS

The components of total Net Periodic Benefit Cost associated with the Company’s defined benefit retirement plans are as follows (dollars in millions):


U.S. Plans	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Interest cost	$	3		$	3		$	8		$	9
Expected return on plan assets		(3	)		(3	)		(9	)		(8	)
Settlement loss		0			1			1			1
Net periodic benefit (gain) cost	$	0		$	1		$	0		$	2


Non-U.S. Plans	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Service cost	$	2		$	2		$	7		$	7
Interest cost		3			2			8			7
Expected return on plan assets		(1	)		(1	)		(3	)		(2	)
Amortization of actuarial loss		0			1			1			1
Net periodic benefit cost	$	5		$	4		$	14		$	13

The Service cost component in the table above is reported among other employee compensation costs in the Consolidated Statements of Income. The remaining components - Interest cost, Expected return on plan assets, Amortization of actuarial loss, Settlement loss (gain) and Curtailment gain - are reported as Other non-operating items, net in the Consolidated Statements of Income.

The Company triggered settlement accounting for the primary U.S. pension plan in the third quarter of 2024 because the lump-sum payments made during the quarter exceeded the sum of Service cost and Interest cost for this U.S. plan. Due to the settlement accounting, the obligation and plan assets for the primary U.S. plan have been re-measured as of September 30, 2024, which resulted in an immaterial change in the net pension liability compared to December 31, 2023. The discount rate used to determine the U.S. net periodic benefit cost because of the re-measurement was changed from 5.57% to 4.95% in the third quarter of 2024. The expected long-term rate of return on plan asset is unchanged at 6.21%.

9. CONTINGENT LIABILITIES

Legal Proceedings

Various claims, lawsuits, and proceedings are pending or threatened against the Company and/or its subsidiaries, covering a range of matters that arise in the ordinary course of its business activities with respect to commercial, product liability, and other matters. Litigation is subject to many uncertainties, and the outcome of any litigation cannot be assured. After discussions with counsel, and with the exception of potential future losses resulting from the antitrust proceedings described below, it is the opinion of management that the various legal proceedings and investigations to which the Company currently is a party will not have a material adverse impact on the consolidated financial position of Autoliv, but the Company cannot provide assurance that Autoliv will not experience material litigation, product liability, or other losses in the future.

ANTITRUST MATTERS

Authorities in several jurisdictions have conducted broad, and in some cases, long-running investigations of suspected anti-competitive behavior among parts suppliers in the global automotive vehicle industry. These investigations included, but are not limited to, the products that the Company sells. In addition to concluded matters, authorities of other countries, with significant light vehicle manufacturing or sales may initiate similar investigations. As a result of the outcome of the European Commission investigation of anti-competitive behavior among suppliers of occupant safety systems that the Company resolved in 2019 (the "EC investigation"), the Company is subject to multiple subsequent civil disputes with non-governmental third parties stemming from the same facts and circumstances underlying the EC investigation. The Company is also involved in civil litigation in the UK with respect to alleged anti-competitive behavior that occurred over a decade ago. The Company believes these allegations are unfounded and are vigorously contesting them. These disputes could result in significant expenses as well as unfavorable outcomes that could have a material adverse impact on our customer relationships, business prospects, reputation, operating results, cash flows or financial condition, and our insurance would likely not mitigate such impact. The Company cannot predict the duration, scope, or ultimate outcome of any such disputes and is unable to estimate the loss or a range of loss, or predict the reporting periods in which any such loss may be recorded.

PRODUCT WARRANTY, RECALLS AND INTELLECTUAL PROPERTY

Autoliv is exposed to various claims for damages and compensation if its products fail to perform as expected. Such claims can be made, and result in costs and other losses to the Company, even where the product is eventually found to have functioned properly. Where a product (actually or allegedly) fails to perform as expected or is defective, the Company may face warranty and recall claims. Where such (actual or alleged) failure or defect results, or is alleged to result, in bodily injury and/or property damage, the Company may also face product liability and other claims. There can be no assurance that the Company will not experience material warranty, recall or product (or other) liability claims or losses in the future, or that the Company will not incur significant costs to defend against such claims. The Company may be required to participate in a recall involving its products. Each vehicle manufacturer has its own practices regarding product recalls and other product liability actions relating to its suppliers. As suppliers become more integrally involved in the vehicle design process and assume more of the vehicle assembly functions, vehicle manufacturers are increasingly looking to their suppliers for contribution when faced with recalls and product liability claims. Government safety regulators may also play a role in warranty and recall practices. Recall decisions regarding the Company’s products may require a significant amount of judgment by us, our customers and safety regulators and are influenced by a variety of factors. Once a recall has been made, the cost of a recall is also subject to a significant amount of judgment and discussions between the Company and its customers. A warranty, recall or product-liability claim brought against the Company in excess of its insurance may have a material adverse effect on the Company’s business. Vehicle manufacturers are also increasingly requiring their outside suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. A vehicle manufacturer may attempt to hold the Company responsible for some, or all, of the repair or replacement costs of products when the product supplied did not perform as represented by us or expected by the customer in either a warranty or a recall situation. Accordingly, the future costs of warranty or recall claims by the customers may be material. However, the Company believes its established reserves are adequate. Autoliv’s warranty reserves are based upon the Company’s best estimates of amounts necessary to settle future and existing claims. The Company regularly evaluates the adequacy of these reserves and adjusts them when appropriate. However, the final amounts actually due related to these matters could differ materially from the Company’s recorded estimates.

In addition, as vehicle manufacturers increasingly use global platforms and procedures, quality performance evaluations are also conducted on a global basis. Any one or more quality, warranty or other recall issue(s) (including those affecting few units and/or having a small financial impact) may cause a vehicle manufacturer to implement measures such as a temporary or prolonged suspension of new orders, which may have a material impact on the Company’s results of operations.

The Company maintains a program of insurance, which may include commercial insurance, self-insurance, or a combination of both approaches, for potential recall and product liability claims in amounts and on terms that it believes are reasonable and prudent based on our prior claims experience. The Company’s insurance policies generally include coverage of the costs of a recall, although costs related to replacement parts are generally not covered. In addition, a number of the agreements entered into by the Company, including the Spin-off Agreements, require Autoliv to indemnify the other parties for certain claims. Autoliv cannot assure that the level of coverage will be sufficient to cover every possible claim that can arise in our businesses or with respect to other obligations, now or in the future, or that such coverage always will be available should we, now or in the future, wish to extend, increase or otherwise adjust our insurance.

As noted in Note 7 above, as of September 30, 2024, the Company has accrued $77 million for total product related liabilities. The majority of the total product liability accrual as of September 30, 2024, relates to recalls, which are generally covered by insurance. Insurance receivables for such recall related liabilities total $58 million as of September 30, 2024.

Product Liability:

Autoliv and some of its subsidiaries have been named as one of several defendants in a consolidated class action lawsuit in a multi-district litigation (In Re: ARC Airbag Inflators Products Liability Litigation MDL, No. 3051) in the Northern District of Georgia. The plaintiffs in the multi-district litigation (the "ARC Inflator Class Action") brought claims for fraud, breach of warranty, and violations of consumer protection and trade practices stemming from ARC inflators included in airbag modules that Autoliv or its subsidiaries allegedly supplied after Autoliv acquired certain Delphi assets (the “Delphi Acquisition”) in December 2009. The Company denies these allegations. Autoliv is not aware of any performance issues regarding ARC inflators included with its airbags at the directions of its customers that it shipped following the Delphi Acquisition. The proceedings remain ongoing. The Company has determined pursuant to ASC 450 that a loss is reasonably possible with respect to the ARC Inflator Class Action. However, the Company continues to evaluate this matter, no accrual has been made, and no estimated range of potential loss can be determined at this time. The Company cannot predict the ultimate outcome of the ARC Inflator Class Action.

On September 5, 2023, the National Highway Traffic Safety Administration (“NHTSA”) issued an initial decision to recall approximately 52 million frontal driver and passenger airbag inflators manufactured by ARC and Delphi Automotive Systems because NHTSA determined that the airbag inflators contain a safety defect resulting in field ruptures. Some of the ARC inflators included in the airbag modules that Autoliv or its subsidiaries supplied after the Delphi Acquisition were included in such initial decision. NHTSA has yet to release its final decision. If NHTSA's final decision results in a recall, it is anticipated that such decision will be challenged in US federal court. The Company has determined pursuant to ASC 450 that a loss is reasonably possible with respect to the NHTSA ARC recall. However, the Company continues to evaluate this matter, no accrual has been made, and no estimated range of potential loss can be determined at this time. The Company cannot predict the ultimate outcome of the NHTSA ARC recall.

Specific Recalls:

In the fourth quarter of 2020, the Company was made aware of a potential recall by American Honda Motor Co. and the recall of approximately 449,000 vehicles relating to the malfunction of front seat belt buckles was announced on March 9, 2023 (the “Honda Buckle Recall”). The Company determined pursuant to ASC 450 that a loss with respect to the Honda Buckle Recall is probable and accrued an amount that is reflected in the total product liability accrual in the fourth quarter of 2020, increased the accrual in the fourth quarter of 2021 and reduced the accrual in the fourth quarter of 2023 based on vehicle repair cost data. Following the accrual reduction in the fourth quarter of 2023, the amount by which the product liability accrual exceeds the product liability insurance receivable with respect to the Honda Buckle Recall is $10 million and includes self-insurance retention costs and deductibles. The ultimate loss to the Company of the Honda Buckle Recall could be materially different from the amount the Company has accrued.

Volvo Car USA, LLC (together with its affiliates, “Volvo”) has recalled approximately 762,000 vehicles relating to the malfunction of inflators produced by ZF (the “ZF Inflator Recall”). The recalled ZF inflators were included in airbag modules supplied by the Company only to Volvo. The recall commenced in November 2020 and later expanded in September 2021. Because the Company’s airbags were involved with the ZF Inflator Recall, the Company has determined pursuant to ASC 450 that a loss is reasonably possible with respect to the ZF Inflator Recall. The Company continues to evaluate this matter with Volvo and ZF and no accrual has been made. Although the Company currently estimates a range of $0 to $43 million with respect to this potential loss, the Company anticipates that any losses net of insurance claims and claims against ZF will be immaterial.

Intellectual Property:

In its products, the Company utilizes technologies which may be subject to intellectual property rights of third parties. While the Company does seek to procure the necessary rights to utilize intellectual property rights associated with its products, it may fail to do so. Where the Company so fails, the Company may be exposed to material claims from the owners of such rights. Where the Company has sold products which infringe upon such rights, its customers may be entitled to be indemnified by the Company for the claims they suffer as a result thereof. Such claims could be material.

The table in Note 7 above summarizes the change in the balance sheet position of the product-related liabilities.

10. STOCK INCENTIVE PLAN

Eligible employees and non-employee directors of the Company participate in the Autoliv, Inc.1997 Stock Incentive Plan, as amended, (“the Plan”), and receive Autoliv stock-based awards which include restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) and, in the past, included stock options.

For the three and nine months periods ended September 30, 2024, the Company recorded approximately $2 million and $10 million, respectively, in stock-based compensation expense related to RSUs and PSUs. For the three and nine months periods ended September 30, 2023, the Company recorded approximately $3 million and $8 million, respectively, in stock-based compensation expense related to RSUs and PSUs.

During the three and nine months periods ended September 30, 2024, approximately 0 thousand and 118 thousand shares of common stock from the treasury stock were utilized by the Plan. During the three and nine months periods ended September 30, 2023, approximately 8 thousand and 120 thousand shares, respectively, of common stock from the treasury stock were utilized by the Plan.

11. EARNINGS PER SHARE

The computation of basic and diluted earnings per share is set forth in the table below. Anti-dilutive shares outstanding were immaterial for all periods presented below.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share amounts)	2024		2023		2024		2023
Numerator:
Basic and diluted:
Net income attributable to controlling interest	$	138	$	134	$	403	$	261
Denominator:
Basic: Weighted average common stock		79.2		84.9		80.7		85.5
Add: Weighted average stock options/share awards		0.1		0.2		0.2		0.2
Diluted weighted average common stock:		79.3		85.0		80.9		85.7

Net earnings per share - basic	$	1.75	$	1.58	$	4.99	$	3.05

Net earnings per share - diluted	$	1.74	$	1.57	$	4.98	$	3.04

12. REVENUE DISAGGREGATION

The Company’s disaggregated revenue for the three and nine months periods ended September 30, 2024 and September 30, 2023 were as follows (dollars in millions).


Net Sales by Products	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Airbags, Steering Wheels and Other1)	$	1,736	$	1,761	$	5,264	$	5,191
Seatbelt Products and Other1)		819		835		2,511		2,533
Total net sales	$	2,555	$	2,596	$	7,774	$	7,724

Net Sales by Region	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Americas	$	851	$	918	$	2,637	$	2,665
Europe		700		646		2,231		2,122
China		495		538		1,423		1,488
Asia excl. China		508		495		1,483		1,449
Total net sales	$	2,555	$	2,596	$	7,774	$	7,724

1) Including Corporate sales.

Contract Balances

Contract assets relate to the Company's rights to consideration for work completed but not billed (generally in conjunction with contracts for which revenue is recognized over time) at the reporting date on production parts and is included in Other current assets in the Condensed Consolidated Balance Sheet. The contract assets are reclassified into the receivables balance when the rights to receive payments become unconditional. The net change in the contract assets balance, reflecting the adjustments needed to align revenue recognition for work completed but not billed, for the three and nine months periods ended September 30, 2024 and September 30, 2023, were not material in any period.

13. SUBSEQUENT EVENTS

There were no reportable events subsequent to September 30, 2024.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes thereto included elsewhere herein and with our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the United States Securities and Exchange Commission (the “SEC”) on February 20, 2024. Unless otherwise noted, all dollar amounts are in millions.

Autoliv, Inc. (“Autoliv” or the “Company”) is a Delaware corporation with its principal executive offices in Stockholm, Sweden. The Company functions as a holding corporation and owns two principal operating subsidiaries, Autoliv AB and Autoliv ASP, Inc.

Through its operating subsidiaries, Autoliv is a supplier of automotive safety systems with a broad range of product offerings, including modules and components for passenger and driver airbags, side airbags, curtain airbags, seatbelts, steering wheels, and pedestrian protection systems.

Autoliv’s filings with the SEC, including this Quarterly Report on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, proxy statements, and all of our other reports and statements, and amendments thereto, are available free of charge on our corporate website at www.autoliv.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC (generally the same day as the filing).

The primary exchange market for Autoliv’s securities is the New York Stock Exchange ("NYSE") where Autoliv’s common stock trades under the symbol “ALV”. Autoliv’s Swedish Depositary Receipts ("SDRs") are traded on Nasdaq Stockholm’s list for large market cap companies under the symbol “ALIV SDB”. Options in SDRs trade on Nasdaq Stockholm under the name “Autoliv SDB”. Options in Autoliv shares are traded on Nasdaq OMX PHLX and on NYSE Amex Options under the symbol “ALV”.

Autoliv’s fiscal year ends on December 31.

Non-U.S. GAAP financial measures

Some of the following discussions refer to non-U.S. GAAP financial measures: see reconciliations for “Organic sales”, “Trade working capital”, “Free cash flow”, “Net debt”, “Leverage ratio”, “Adjusted operating income”, “Adjusted operating margin” and “Adjusted earnings per share, diluted” provided below. Management believes that these non-U.S. GAAP financial measures provide supplemental information to investors regarding the performance of the Company’s business and assist investors in analyzing trends in the Company's business. Additional descriptions regarding management’s use of these financial measures are included below. Investors should consider these non-U.S. GAAP financial measures in addition to, rather than as substitutes for, financial reporting measures prepared in accordance with U.S. GAAP. These historical non-U.S. GAAP financial measures have been identified as applicable in each section of this report with a tabular presentation reconciling them to the most directly comparable U.S. GAAP financial measures. It should be noted that these measures, as defined, may not be comparable to similarly titled measures used by other companies.

EXECUTIVE OVERVIEW

Light vehicle production was weak in the third quarter, declining by close to 5% globally. This was driven by a combination of inventory reductions, especially in the Americas and a high comparison base, especially in China. In this tough environment, Autoliv managed to outgrow LVP by 4pp, enabling almost unchanged sales and operating income. This is despite a $14 million cost item related to a supplier settlement. We were able to achieve these results mainly due to our cost control, including a continued reduction of our indirect workforce. We accelerated our efficiency improvements contributing to a reduction of direct headcount by 3,100 compared to a year earlier, which is a reduction of 6%.

We are pleased that we outgrew LVP on a global basis following substantial outperformance in Europe and Asia excl. China. Our sales underperformed LVP in China due to a substantial negative market mix, however, our position with Chinese OEMs continue to improve. Based on sales trends and order intake in recent years, we expect further market share gains with domestic Chinese OEMs in the coming years.

Excess inflation compensation negotiations with our customers have developed in line with our expectations with a few negotiations still outstanding.

With the seasonally strong fourth quarter remaining of the year, we reaffirm our guidance of around 9.5-10.0% adjusted operating margin (Non-U.S. GAAP measure) for 2024. We expect to be at the low end of this range, as we now expect full year 2024 organic growth (Non-U.S. GAAP measure) to be 1% instead of previously expected 2% due to the unfavorable market mix development.

Our operating cash flow is on track towards the full year guidance of $1.1 billion and our balance sheet remains strong with a debt leverage of 1.4x (Non-U.S. GAAP measure), which supports our continued commitment to a high level of shareholder returns and our financial targets.

Financial highlights in the three months period ended September 30, 2024

Change figures below compare to the same period of the previous year, except when stated otherwise.

$2,555 million net sales

1.6% net sales decrease

0.8% organic sales decline (Non-U.S. GAAP measure, see reconciliation table below)

8.9% operating margin

9.3% adjusted operating margin (Non-U.S. GAAP measure, see reconciliation table below)

$1.74 EPS, 13% increase

$1.84 adjusted EPS (Non-U.S. GAAP measure, see reconciliation table below), 12% increase Third quarter sales decreased organically (Non-U.S.

Key business developments in the three months period ended September 30, 2024

Change figures below compare to the same period of the previous year, except when stated otherwise.

•

GAAP measure, see reconciliation table below) by 0.8%, which was 4pp better than global LVP decline of 4.8% (S&P Global Oct 2024). We outperformed in Europe and Asia excl. China, mainly due to high level of product launches and positive pricing. Our sales to domestic Chinese OEMs grew by 18%, which is twice as much as their LVP growth of 8.5%. Despite this, we underperformed in China, due to a substantial negative LVP mix as lower safety content models grew strongly while higher content models declined.

•

Profitability was unchanged despite a slight net sales decline. This was mainly due to successful execution of cost reductions and commercial recoveries and despite inflationary cost increases and a $14 million cost related to a supplier settlement. Both direct and indirect headcount continued to decrease. Operating income was $226 million and operating margin was 8.9%. Adjusted operating income (Non-U.S. GAAP measure, see reconciliation table below) was $237 million and adjusted operating margin (Non-U.S. GAAP measure, see reconciliation table below) was 9.3%. Return on capital employed was 22.9% and adjusted return on capital employed (Non-U.S. GAAP measure, see reconciliation table below) was 23.9%.

•

Operating cash flow was $177 million, as expected, and we are on track towards $1.1 billion for 2024. Free cash flow (Non-U.S. GAAP measure, see reconciliation table below) was $32 million compared to $50 million last year. At 1.4x, the leverage ratio (Non-U.S. GAAP measure, see reconciliation table below) remained within our target range. In the quarter, a dividend of $0.68 per share was paid, and 1.33 million shares were repurchased and retired.

Business and market condition update for the third quarter 2024

Supply Chain

In the third quarter, global light vehicle production declined by 4.8% year-over-year (according to S&P Global Oct 2024). Call-off volatility was unchanged compared to a year earlier but improved slightly compared to the second quarter 2024, and it remains at higher than pre-pandemic levels. Low customer demand visibility and changes to customer call-offs with short notice had a negative impact on our production efficiency and profitability in the quarter. We expect call-off volatility in 2024 on average to be slightly lower than it was in 2023 but still remain higher than the pre-pandemic level.

Inflation

In the third quarter, cost pressure from labor and other items had a negative impact on our profitability, although most of the inflationary cost pressure was offset by price increases and other customer compensations in the quarter. Raw material price changes had a negligible impact on our profitability during the third quarter. We continue to expect raw material prices in 2024 to increase slightly for the full year. We expect continued cost pressure from inflation relating mainly to labor, especially in Europe and the Americas. We continue to execute on productivity and cost reduction activities to offset these cost pressures, and have successfully received inflation compensation from almost all of our customers, with only a few negotiations still outstanding.

RESULTS OF OPERATIONS

Overview

The following table shows some of the key ratios management uses internally to analyze the Company's current and future financial performance and core operations as well as to identify trends in the Company’s financial conditions and results of operations. The Company has provided this information to investors to assist in meaningful comparisons of past and present operating results and to assist in highlighting the results of ongoing core operations. These ratios are more fully explained below and should be read in conjunction with the consolidated financial statements in the Company's Annual Report on Form 10-K and the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

The Company's management uses the Return on capital employed (ROCE) and Return on total equity (ROE) measures for purposes of comparing its financial performance with the financial performance of other companies in the industry and providing useful information regarding the factors and trends affecting the Company’s business. As used by the Company, ROCE is annualized operating income and income from equity method investments relative to average capital employed. The Company believes ROCE is a useful indicator of long-term performance both absolute and relative to the Company's peers as it allows for a comparison of the profitability of the Company’s capital employed in its business relative to that of its peers.

ROE is the ratio of annualized income (loss) relative to average total equity for the periods presented. The Company’s management believes that ROE is a useful indicator of how well management creates value for its shareholders through its operating activities and its capital management.

KEY RATIOS

(Dollars in millions, except per share data)


	Three Months Ended
	or As of September 30,
	2024			2023
Trade working capital1)		1,307			1,303
Trade working capital relative to sales, %2)		12.8	%		12.5	%
Receivables outstanding relative to sales, %3)		21.5	%		21.0	%
Inventory outstanding relative to sales, %4)		9.8	%		9.5	%
Payables outstanding relative to sales, %5)		18.4	%		17.9	%

Gross margin, %6)		18.0	%		17.9	%
Operating margin, %7)		8.9	%		8.9	%

Capital employed8)		4,085			3,861
Net debt9)		1,787			1,375
Return on total equity, %10)		24.1	%		21.3	%
Return on capital employed, %11)		22.9	%		24.2	%

Headcount at period-end12)		67,200			71,200

1) Outstanding receivables and outstanding inventory less outstanding payables. See calculation of this non-U.S. GAAP measure in the table below.

2) Outstanding receivables and outstanding inventory less outstanding payables relative to annualized quarterly sales.

3) Outstanding receivables relative to annualized quarterly sales.

4) Outstanding inventory relative to annualized quarterly sales.

5) Outstanding payables relative to annualized quarterly sales.

6) Gross profit relative to sales.

7) Operating income relative to sales.

8) Total equity and net debt.

9) Net debt adjusted for pension liabilities in relation to EBITDA. See tabular presentation reconciling this non-U.S. GAAP measure to U.S. GAAP below.

10) Net income relative to average total equity.

11) Operating income and income from equity method investments, relative to average capital employed.

12) Employees plus temporary, hourly personnel.

THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2024 COMPARED WITH THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2023

Consolidated Sales Development

(dollars in millions)


	Three Months Ended September 30,							Components of change in net sales
	2024		2023		Reported change			Currency effects 1)			Organic 3)
Airbags, Steering Wheels and Other2)	$	1,736	$	1,761		(1.4	)%		(0.7	)%		(0.7	)%
Seatbelt products and Other2)		819		835		(2.0	)%		(1.0	)%		(1.0	)%
Total	$	2,555	$	2,596		(1.6	)%		(0.8	)%		(0.8	)%

Americas	$	851	$	918		(7.2	)%		(3.5	)%		(3.8	)%
Europe		700		646		8.4	%		2.2	%		6.3	%
China		495		538		(8.1	)%		1.3	%		(9.3	)%
Asia excl. China		508		495		2.7	%		(2.1	)%		4.8	%
Total	$	2,555	$	2,596		(1.6	)%		(0.8	)%		(0.8	)%

1) Effects from currency translations.

2) Including Corporate sales.

3) Non-U.S. GAAP measure.

Sales by product - Airbags, Steering Wheels and Other

Sales declined organically (Non-U.S. GAAP measure, see reconciliation table above) by 0.7% in the quarter. The largest contributor to the decrease was passenger airbags, inflatable curtains, knee airbags and driver airbags, partly offset by growth in steering wheels, inflators and center airbags.

Sales by product - Seatbelts and Other

Sales for Seatbelt Products and Other declined organically (Non-U.S. GAAP measure, see reconciliation table above) by 1.0% in the quarter. Sales declined organically in China, while it increased in Asia excluding China and the Americas with Europe being virtually unchanged.

Sales by region

Our global organic sales (Non-U.S. GAAP measure, see reconciliation table above) decreased by 0.8% compared to the global LVP decrease of 4.8% (according to S&P Global, October 2024). The outperformance was mainly driven by new product launches and higher prices, partly offset by negative customer and model mix. Our organic sales growth outperformed LVP growth by 12pp in Europe and by 10pp in Asia excluding China while we underperformed by 0.6pp in the Americas and by 6.4pp in China. LVP growth in China was heavily tilted to domestic OEMs with typically lower safety content. LVP for global OEMs declined by 15% while it increased by 8.5% for domestic OEMs. Autoliv's sales to domestic OEMs increased by 18% in the quarter following a strong order intake with domestic OEMs in recent years. In India, we grew organically by around 17%, while LVP was close to unchanged.

Third quarter of 2024 organic growth1)


	Americas	Europe	China	Asia excl. China	Global
Autoliv	(3.8)%	6.3%	(9.3)%	4.8%	(0.8)%
Main growth drivers	GM, Renault, VW	Mercedes, Renault, Ford	Geely, Chery, BMW	Hyundai, Suzuki, Tata	Geely, Mercedes, Renault
Main decline drivers	Stellantis, EV OEM, Nissan	Stellantis, Volvo, Fisker	Lixiang Auto, VW, Honda	Nissan, Mazda	Stellantis, EV OEM, GM

1) Non-U.S. GAAP measure.

Light Vehicle Production Development

Change third quarter of 2024 versus third quarter of 2023


	Americas	Europe	China	Asia excl. China	Global
LVP1)	(3.2)%	(6.1)%	(2.9)%	(5.3)%	(4.8)%

1) Source: S&P Global, October 2024.

Earnings


	Three Months Ended September 30,
(Dollars in millions, except per share data)	2024			2023			Change
Net Sales	$	2,555		$	2,596			(1.6	)%
Gross profit		459			465			(1.3	)%
% of sales		18.0	%		17.9	%		0.1	pp
S, G&A		(129	)		(119	)		8.4	%
% of sales		(5.0	)%		(4.6	)%		(0.5	)pp
R, D&E, net		(96	)		(107	)		(10	)%
% of sales		(3.7	)%		(4.1	)%		0.4	pp
Other income (expense), net		(9	)		(8	)		11	%
Operating income		226			232			(2.4	)%
% of sales		8.9	%		8.9	%		(0.1	)pp
Adjusted operating income1)		237			243			(2.3	)%
% of sales		9.3	%		9.4	%		(0.1	)pp
Financial and non-operating items, net		(29	)		(30	)		(3.7	)%
Income before taxes		197			201			(2.2	)%
Income taxes		(58	)		(67	)		(13	)%
Tax rate		29.6	%		33.4	%		(3.8	)pp
Net income		139			134			3.4	%
Earnings per share, diluted2)		1.74			1.57			11	%
Adjusted earnings per share, diluted1,2)		1.84			1.66			11	%

1) Non-U.S. GAAP measure, excluding effects from capacity alignments, antitrust related matters and for fiscal year 2023 the Andrews litigation settlement.

2) Net of treasury shares.

Third quarter of 2024 financial development

Gross profit decreased by $6 million, and the gross margin increased by 0.1pp compared to the same quarter 2023. The gross profit decrease was primarily driven by a $14 million cost increase in direct material related to a settlement and to a lesser extent the lower net sales. This was partly offset by lower costs for mainly premium freight and labor, partly due to improved customer call-off accuracy.

S,G&A costs increased by $10 million compared to the prior year, mainly due to higher costs for personnel due to wage inflation while headcount was unchanged. Costs for digitalization, IT projects and licenses also increased, impacted by inflation. S,G&A costs in relation to sales increased from 4.6% to 5.0%.

R,D&E, net costs decreased by $11 million compared to the prior year, mainly due to $6 million in higher engineering income. The decrease was also supported to a smaller extent from several items, mainly positive FX translation effects, lower personnel costs and lower costs for samples and prototypes. R,D&E, net, in relation to sales decreased from 4.1% to 3.7%.

Other income (expense), net was close to unchanged at negative $9 million, compared to negative $8 million in the same period last year.

Operating income decreased by $6 million compared to the same period in 2023, due to the lower gross profit, higher S,G&A costs and other income (expenses) partly offset by lower costs for R,D&E, net, as outlined above.

Adjusted operating income (Non-U.S. GAAP measure, see reconciliation table below) decreased by $6 million compared to the prior year, due to the lower gross profit, higher S,G&A costs and other income (expenses) partly offset by lower costs for R,D&E, net, as outlined above.

Financial and non-operating items, net, was negative $29 million compared to negative $30 million a year earlier.

Income before taxes decreased by $4 million compared to the prior year, mainly due to the lower operating income.

Tax rate was 29.6% compared to 33.4% in the same period last year. The lower tax rate was impacted by a favorable country mix compared to the same quarter last year. Discrete tax items, net, decreased the tax rate this quarter by 1.2pp. Discrete tax items, net, increased the tax rate by 0.2pp in the same period last year.

Earnings per share, diluted increased by $0.17 compared to a year earlier. The main drivers were $0.12 from lower number of shares and $0.10 from lower taxes, partly offset by $0.05 from lower operating income.

NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2024 COMPARED WITH NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2023

Consolidated Sales Development

(dollars in millions)


	Nine Months Ended September 30,							Components of change in net sales
	2024		2023		Reported change			Currency effects 1)			Organic 3)
Airbags, Steering Wheels and Other2)	$	5,264	$	5,191		1.4	%		(1.0	)%		2.4	%
Seatbelt products and Other2)		2,511		2,533		(0.9	)%		(1.2	)%		0.3	%
Total	$	7,774	$	7,724		0.7	%		(1.1	)%		1.7	%

Americas	$	2,637	$	2,665		(1.0	)%		(0.2	)%		(0.8	)%
Europe		2,231		2,122		5.2	%		1.4	%		3.7	%
China		1,423		1,488		(4.4	)%		(2.0	)%		(2.3	)%
Asia excl. China		1,483		1,449		2.3	%		(5.3	)%		7.7	%
Total	$	7,774	$	7,724		0.7	%		(1.1	)%		1.7	%

1) Effects from currency translations.

2) Including Corporate sales.

3) Non-U.S. GAAP measure.

Sales by product - Airbags, Steering Wheels and Other

Sales grew organically (Non-U.S. GAAP measure, see reconciliation table above) by 2.4% in the period. The largest contributor to the increase was steering wheels, followed by center airbags, inflatable curtains, side airbags and inflators, partly offset by decreases for passenger airbags and knee airbags.

Sales by product - Seatbelts and Other

Sales for Seatbelt Products and Other grew organically (Non-U.S. GAAP measure, see reconciliation table above) by 0.3% in the period. Sales increased organically in Asia excluding China, the Americas and Europe while it declined in China.

Sales by region

Our global organic sales (Non-U.S. GAAP measure, see reconciliation table above) increased by 1.7% compared to the global LVP decrease of 1.8% (according to S&P Global, October 2024). The 3.5pp outperformance was mainly driven by new product launches and higher prices, partly offset by negative customer and model mix. Our organic sales growth outperformed LVP growth by 12pp in Asia excluding China, by 7.3pp in Europe and by 0.8pp in the Americas, while it underperformed by 4.6pp in China. LVP growth in China was tilted to domestic OEMs with typically lower safety content. Domestic OEM LVP in China grew by 15% while LVP declined by 10% for global OEMs in the first nine months

First nine months 2024 organic growth1)


	Americas	Europe	China	Asia excl. China	Global
Autoliv	(0.8)%	3.7%	(2.3)%	7.7%	1.7%
Main growth drivers	VW, Toyota, Hyundai	Mercedes, Renault, BMW	Geely, BMW, Chery	Hyundai, Tata, Suzuki	Mercedes, Hyundai, Geely
Main decline drivers	Stellantis, EV OEM, Nissan	Stellantis, VW, Volvo	EV OEM, Honda, GM	Nissan, Renault	Stellantis, EV OEM, GM

1) Non-U.S. GAAP measure.

Light Vehicle Production Development

Change first nine months of 2024 versus first nine months of 2023


	Americas	Europe	China	Asia excl. China	Global
LVP1)	(1.6)%	(3.6)%	2.3 %	(4.8)%	(1.8)%

1) Source: S&P Global, October 2024.

Earnings


	Nine Months Ended September 30,
(Dollars in millions, except per share data)	2024			2023			Change
Net Sales	$	7,774		$	7,724			0.7	%
Gross profit		1,377			1,291			6.6	%
% of sales		17.7	%		16.7	%		1.0	pp
S, G&A		(399	)		(380	)		4.9	%
% of sales		(5.1	)%		(4.9	)%		(0.2	)pp
R, D&E, net		(325	)		(343	)		(5.5	)%
% of sales		(4.2	)%		(4.4	)%		0.3	pp
Other income (expense), net		(27	)		(115	)		(76	)%
Operating income		626			453			38	%
% of sales		8.1	%		5.9	%		2.2	pp
Adjusted operating income1)		657			586			12	%
% of sales		8.5	%		7.6	%		0.9	pp
Financial and non-operating items, net		(73	)		(60	)		21	%
Income before taxes		554			393			41	%
Income taxes		(149	)		(131	)		14	%
Tax rate		27.0	%		33.4	%		(6.4	)pp
Net income		404			262			55	%
Earnings per share, diluted2)		4.98			3.04			64	%
Adjusted earnings per share, diluted1,2)		5.30			4.48			18	%

1) Non-U.S. GAAP measure, excluding effects from capacity alignments, antitrust related matters and for fiscal year 2023 the Andrews litigation settlement.

2) Net of treasury shares.

First nine months 2024 financial development

Gross profit increased by $85 million, and the gross margin increased by 1.0pp compared to the same period 2023. More than half of the improvement in gross profit was driven by the increase in net sales, but lower costs for labor and premium freight also contributed to the improvement following more stable customer call-offs and headcount reductions.

S,G&A costs increased by $18 million compared to the prior year. The main reason for the cost increase was higher costs for personnel, due to the high wage inflation. S,G&A costs in relation to sales increased from 4.9% to 5.1%.

R,D&E, net costs decreased by $19 million compared to the prior year. Higher engineering income explain almost the entire improvement. R,D&E, net, in relation to sales decreased from 4.4% to 4.2%.

Other income (expense), net was negative $27 million compared to negative $115 million in the same period last year, almost entirely due to lower capacity alignment accruals compared to the same period previous year.

Operating income increased by $173 million compared to the same period in 2023, mainly due to the increase in gross profit, and lower capacity alignment accruals, as outlined above.

Adjusted operating income (Non-U.S. GAAP measure, see reconciliation table below) increased by $71 million compared to the prior year, mainly due to higher gross profit and lower R,D&E, net partly offset by higher costs for S,G&A, as outlined above.

Financial and non-operating items, net, was negative $73 million compared to negative $60 million a year earlier. The change was mainly due to increased interest expense as the result of higher debt and higher interest rates.

Income before taxes increased by $161 million compared to the prior year, mainly due to the increase in operating income and financial and non-operating items, net, as outlined above.

Tax rate was 27.0% compared to 33.4% in the same period last year. The lower tax rate was impacted by favorable country mix compared to the prior year. Discrete tax items, net, decreased the tax rate this period by 2.8pp. Discrete tax items, net, decreased the tax rate by 0.6pp in the same period last year.

Earnings per share, diluted increased by $1.94 compared to a year earlier. The main drivers were $1.67 from higher operating income, $0.29 from lower number of shares and $0.09 from taxes, partly offset by $0.11 from higher financial and non-operating items, net.

LIQUIDITY AND CAPITAL RESOURCES

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial position, results of operations or cash flows. The Company’s future contractual obligations have not changed materially from the amounts reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024.

Third quarter of 2024 development

Changes in operating working capital impacted operating cash flow by $68 million negative, compared to an impact of $36 million negative in the same period the prior year. Almost all of the $68 million impact in the quarter came from increases in inventories due to high customer call off volatility at the end of the quarter and higher receivables, mainly as a result of seasonally higher sales in September.

Other, net was $10 million positive compared to $9 million positive in the same period the prior year.

Operating cash flow decreased by $25 million to $177 million compared to the same period last year, mainly due to that operating working capital increased by $34 million more than it increased the same period last year, as outlined above.

Capital expenditure, net decreased by $6 million compared to the same period the previous year. The level of Capital expenditure, net, in relation to sales was relatively stable at 5.7% versus 5.8% a year earlier. The level is currently above what we expect for the longer term, due to investments in capacity, mainly in Asia, and in footprint optimization, mainly in Europe and the Americas.

Free cash flow (Non-U.S. GAAP measure, see calculation table below) was positive $32 million compared to positive $50 million in the same period the prior year. The decrease was due to the lower operating cash flow partly offset by the lower capital expenditure, net.

Cash conversion (Non-U.S. GAAP measure, see calculation table below) defined as free cash flow (Non-U.S. GAAP measure) in relation to net income, was 23% in the quarter.

Trade working capital (Non-U.S. GAAP measure, see calculation table below) increased by $4 million compared to the same period last year, where the main drivers were $13 million in higher accounts receivables, $24 million in higher accounts payable and $15 million in higher inventories. In relation to sales, trade working capital increased from 12.5% to 12.8%.

Cash and cash equivalents as of September 30, 2024 was around $0.4 billion, while committed, unused loan facilities, was around $1.2 billion.

Net debt (Non-U.S. GAAP measure, see reconciliation table below) was $1,787 million as of September 30, 2024, which was $412 million higher than a year earlier.

Total equity as of September 30, 2024, decreased by $188 million compared to September 30, 2023. This was mainly due to $221 million in dividend payments and stock repurchases including taxes of $608 million, partly offset by $632 million from net income.

Leverage ratio (Non-U.S. GAAP measure, see calculation table below). On September 30, 2024, the Company had a leverage ratio of 1.4x compared to 1.3x on September 30, 2023, as the 12 months trailing adjusted EBITDA (Non-U.S. GAAP measure, see reconciliation table below) increased by around $187 million while the net debt per the policy (Non-U.S. GAAP measure, see reconciliation table below) increased by around $407 million.

First nine months of 2024 development

Operating cash flow increased by $104 million compared to the same period last year, to $639 million, mainly due to higher net income, partly offset by more negative effects from increased operating working capital.

Capital expenditure, net increased by $12 million. Capital expenditure, net in relation to sales was relatively stable at 5.5% versus 5.4% the prior year period. The level is currently slightly above what we expect for the longer term, due to investments in capacity, mainly in Asia, and in footprint optimization, mainly in Europe and the Americas.

Free cash flow (Non-U.S. GAAP measure, see calculation table below) was positive $208 million, compared to positive $117 million in the same period last year. The improvement was due to the higher operating cash flow partly offset by higher capital expenditure, net.

Cash conversion (Non-U.S. GAAP measure, see calculation table below) defined as free cash flow (Non-U.S. GAAP measure) in relation to net income, was 52% in the period.

NON-U.S. GAAP MEASURES

The Company believes that comparability between periods is improved through the exclusion of certain items. To assist investors in understanding the operating performance of Autoliv's business, it is useful to consider certain U.S. GAAP measures exclusive of these items.

With respect to the Andrews litigation settlement, the Company has treated this specific settlement as a non-recurring charge because of the unique nature of the lawsuit, including the facts and legal issues involved.

Accordingly, the tables below reconcile from U.S. GAAP to the equivalent non-U.S. GAAP measure.

Reconciliation of U.S. GAAP financial measures to “Adjusted operating income”, “Adjusted operating margin” and “Adjusted Earnings per share, diluted”

(Dollars in millions, except per share data)


	Three Months Ended September 30, 2024									Three Months Ended September 30, 2023
	Reported U.S. GAAP			Adjustments1)			Non-U.S. GAAP			Reported U.S. GAAP			Adjustments1)			Non-U.S. GAAP
Operating income	$	226		$	11		$	237		$	232		$	11		$	243
Operating margin, %		8.9	%		0.4	%		9.3	%		8.9	%		0.4	%		9.4	%
Earnings per share, diluted	$	1.74		$	0.10		$	1.84		$	1.57		$	0.09		$	1.66

1) Effects from capacity alignments, antitrust related matters and for fiscal year 2023 the Andrews litigation settlement.


	Nine Months Ended September 30, 2024									Nine Months Ended September 30, 2023
	Reported U.S. GAAP			Adjustments1)			Non-U.S. GAAP			Reported U.S. GAAP			Adjustments1)			Non-U.S. GAAP
Operating income	$	626		$	31		$	657		$	453		$	133		$	586
Operating margin, %		8.1	%		0.4	%		8.5	%		5.9	%		1.7	%		7.6	%
Earnings per share, diluted	$	4.98		$	0.32		$	5.30		$	3.04		$	1.44		$	4.48

1) Effects from capacity alignments, antitrust related matters and for fiscal year 2023 the Andrews litigation settlement.

Items included in Non-U.S. GAAP adjustments

(Dollars in millions, except per share data)


	Three Months Ended September 30, 2024						Three Months Ended September 30, 2023
	Millions			Per share			Millions			Per share
Capacity alignments	$	9		$	0.12		$	10		$	0.12
Andrews litigation settlement		—			—			—			—
Antitrust related matters		2			0.02			1			0.01
Total adjustments to operating income		11			0.14			11			0.13
Tax on non-U.S. GAAP adjustments1)		(3	)		(0.04	)		(3	)		(0.04	)
Total adjustments to net income	$	8		$	0.10		$	8		$	0.09

1) The tax is calculated based on the tax laws in the respective jurisdiction(s) of the adjustment(s).


	Nine Months Ended September 30, 2024						Nine Months Ended September 30, 2023
	Millions			Per share			Millions			Per share
Capacity alignments	$	25		$	0.31		$	122		$	1.42
The Andrews litigation settlement		—			—			8			0.09
Antitrust related matters		6			0.07			3			0.04
Total adjustments to operating income		31			0.39			133			1.55
Tax on non-U.S. GAAP adjustments1)		(5	)		(0.06	)		(10	)		(0.11	)
Total adjustments to net income	$	26		$	0.32		$	123		$	1.44

1) The tax is calculated based on the tax laws in the respective jurisdiction(s) of the adjustment(s).

The Company uses the non-U.S. GAAP measure “Trade working capital,” as defined in the table below, in its communications with investors and for management’s review of the development of the trade working capital cash generation from operations. The reconciling items used to derive this measure are, by contrast, managed as part of the Company’s overall cash and debt management, but they are not part of the responsibilities of day-to-day operations’ management.

Reconciliation of “Trade working capital”

(Dollars in millions)


	September 30, 2024			June 30, 2024			September 30, 2023
Total current assets	$	3,865		$	3,703		$	3,879
Total current liabilities		(4,034	)		(3,785	)		(3,851	)
Working capital (U.S. GAAP)		(169	)		(83	)		28
Less: Cash and cash equivalents		(415	)		(408	)		(475	)
Prepaid expenses		(172	)		(193	)		(180	)
Other current assets		(90	)		(76	)		(63	)
Less: Short-term debt		624			455			590
Accrued expenses		1,189			1,120			1,093
Operating lease liabilities - current		44			41			37
Other current liabilities		297			312			274
Trade working capital (non-U.S. GAAP)	$	1,307		$	1,169		$	1,303

	September 30, 2024			June 30, 2024			September 30, 2023
Receivables, net	$	2,192		$	2,090		$	2,179
Inventories, net		997			936			982
Accounts payable		(1,881	)		(1,858	)		(1,858	)
Trade working capital (non-U.S. GAAP)	$	1,307		$	1,169		$	1,303

Management uses the non-U.S GAAP measure "Net debt" to analyze the amount of debt the Company can incur under its debt policy. Management believes that this policy also provides guidance to credit and equity investors regarding the extent to which the Company would be prepared to leverage its operations. The Company, from time to time enters into “debt-related derivatives” (DRDs) as a part of its debt management and as part of efficiently managing the Company’s overall cost of funds. Creditors and credit rating agencies use net debt adjusted for DRDs in their analyses of the Company’s debt, therefore the Company provides this non-U.S. GAAP measure. DRDs are fair value adjustments to the carrying value of the underlying debt. Also included in the DRDs is the unamortized fair value adjustment related to a discontinued fair value hedge that will be amortized over the remaining life of the debt. By adjusting for DRDs, the total financial liability of net debt is disclosed without grossing debt up with currency or interest fair values.

Reconciliation of U.S. GAAP financial measure to “Net debt”

(Dollars in millions)


	September 30, 2024			June 30, 2024			September 30, 2023
Short-term debt	$	624		$	455		$	590
Long-term debt		1,586			1,540			1,277
Total debt		2,210			1,996			1,867
Cash and cash equivalents		(415	)		(408	)		(475	)
Debt issuance cost/Debt-related derivatives, net		(9	)		(8	)		(17	)
Net debt	$	1,787		$	1,579		$	1,375

The non-U.S. GAAP measure “Net debt” is also used in the non-U.S. GAAP measure “Leverage ratio”. Management uses the non-U.S. GAAP measure “Leverage Ratio” to analyze the amount of debt the Company can incur under its debt policy. Management believes that this policy also provides guidance to credit and equity investors regarding the extent to which the Company would be prepared to leverage its operations. The Company's long-term target for the leverage ratio (sum of net debt plus pension liabilities divided by EBITDA) is 1.0x with the aim to operate within the range of 0.5x to 1.5x. For details and calculation of leverage ratio, refer to the table below.

Calculation of “Leverage ratio”

(Dollars in millions)


	September 30, 2024			June 30, 2024			September 30, 2023
Net debt1)	$	1,787		$	1,579		$	1,375
Pension liabilities		147			140			152
Debt per the Policy		1,934			1,720			1,527

Net income2)		632			627			418
Income taxes 2)		141			150			188
Interest expense, net2,3)		93			89			75
Other non-operating items, net2)		4			8			5
Income from equity method investments2)		(6	)		(6	)		(4	)
Depreciation and amortization of intangibles2)		385			384			371
Capacity alignments, antitrust related matters and the Andrews litigation settlement2)		128			128			136
EBITDA per the Policy (Adjusted EBITDA)	$	1,376		$	1,380		$	1,189
Leverage ratio		1.4			1.2			1.3

1) Net debt (non-U.S. GAAP measure) is short- and long-term debt and debt-related derivatives, less cash and cash equivalents.

2) Latest 12-months.

3) Interest expense, net including cost for extinguishment of debt, if any, less interest income.

Management uses the non-U.S. GAAP measure “free cash flow” to analyze the amount of cash flow being generated by the Company’s operations after capital expenditure, net. This measure indicates the Company’s cash flow generation level that enables strategic value creation options such as dividends or acquisitions. For details on the calculation of free cash flow, see the table below. Management uses the non-U.S. GAAP measure “cash conversion” to analyze the proportion of net income that is converted into free cash flow. The measure is a tool to evaluate how efficiently the Company utilizes its resources. For details on cash conversion, see the table below.

Calculation of “Free Cash Flow”

(Dollars in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income	$	139		$	134		$	404		$	262
Changes in operating working capital		(68	)		(36	)		(54	)		(8	)
Depreciation and amortization		97			95			289			281
Other, net		10			9			1			1
Operating cash flow		177			202			639			535
Capital expenditure, net		(145	)		(151	)		(431	)		(419	)
Free cash flow1)	$	32		$	50		$	208		$	117
Cash conversion2)		23	%		37	%		52	%		45	%
1) Operating cash flow less Capital expenditures, net.
2) Free cash flow relative to Net income.

Headcount


	September 30, 2024			June 30, 2024			September 30, 2023
Total headcount		67,200			68,700			71,200
Whereof:
Direct personnel in manufacturing		49,800			51,100			52,900
Indirect personnel		17,400			17,500			18,200
Temporary personnel		9	%		9	%		11	%

As of September 30, 2024, total headcount (Full Time Equivalent) decreased by around 4,000, or by 5.6%, compared to a year earlier, despite almost unchanged sales. The indirect workforce decreased by around 800, or by 4.4%, mainly reflecting our structural reduction initiatives. The direct workforce decreased by approximately 3,100, or by 5.9%, partly due to that an improvement in customer call-off accuracy in the third quarter has enabled us to accelerate operating efficiency improvements.

Compared to June 30, 2024, total headcount (FTE) decreased by around 1,500, or by 2.2%. Indirect headcount decreased by around 100, or by 0.6%, while direct headcount decreased by approximately 1,300, or by 2.5%.

Full year 2024 guidance

Our 2024 guidance is mainly based on our customer call-offs, a full year 2024 global LVP decline of around 3% and the achievement of our targeted cost compensation effects.


Financial measure		Full year indication
Organic sales growth		Around 1%
Foreign currency impact on net sales		Around 1% negative
Adjusted operating margin 1)		Around 9.5-10.0%
Tax rate 2)		Around 28%
Operating cash flow 3)		Around $1.1 billion
Capital expenditures, net % of sales		Around 5.5%
1) Excluding effects from capacity alignments, antitrust related matters and other discrete items.
2) Excluding unusual tax items.
3) Excluding unusual items.

The forward-looking non-U.S. GAAP financial measures above are provided on a non-U.S. GAAP basis. The Company has not provided a U.S. GAAP reconciliation of these measures because items that impact these measures, such as costs and gains related to capacity alignments and antitrust matters, cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and the Company is unable to determine the probable significance of the unavailable information.

Other recent events

Key launches in the three months period ended September 30, 2024

•

Nio Onvo L60: Driver/Passenger Airbags, Side Airbags, Head/Inflatable Curtain Airbags, Steering Wheel, Seatbelts.

•

BMX X3: Driver/Passenger Airbags, Steering Wheel.

•

Zeekr 7X: Driver/Passenger Airbags, Side Airbags, Head/Inflatable Curtain Airbags, Steering Wheel, Seatbelts.

•

Nissan Patrol & Armada: Driver/Passenger Airbags, Side Airbags, Head/Inflatable Curtain Airbags, Knee Airbag, Front Center Airbag, Seatbelts.

•

Alfa Romeo Junior: Driver/Passenger Airbags, Side Airbags, Steering Wheel, Seatbelts.

•

Audi A6 e-tron: Side Airbags, Front Center Airbag, Seatbelts.

•

Changan Avatr 15: Side Airbags, Head/Inflatable Curtain Airbags, Front Center Airbag, Seatbelts.

•

Audi A5: Side Airbags, Front Center Airbag, Seatbelts.

•

Tata Curvv: Driver/Passenger Airbags, Side Airbags, Head/Inflatable Curtain Airbags, Steering Wheel, Seatbelts.

•

Ford Capri: Driver/Passenger Airbags, Steering Wheel, Front Center Airbag.

•

Chery Luxeed R7: Side Airbags, Front Center Airbag, Seatbelts.

•

Mahindra Thar (ROXX): Driver/Passenger Airbags, Side Airbags, Seatbelts.

Other Items

•

On September 13, 2024, the Autoliv Board of Directors appointed Ms. Adriana Karaboutis as an independent director to the Autoliv Board of Directors effective immediately. With the addition of Ms. Karaboutis, Autoliv has expanded its Board size from eleven to twelve directors. Ms. Karaboutis most recently served as Group Chief Information and Digital Officer of National Grid PLC, one of the world's largest public utility companies. She previously served as EVP Technology, Business Solutions and Corporate Affairs at Biogen Inc., as well as VP and Global CIO of Dell, Inc. Ms. Karaboutis also has more than 20 years at General Motors and Ford in various international leadership positions. Ms. Karaboutis is appointed for a term expiring at the 2025 Annual General Meeting of Stockholders at which time the Board is expected to contract to eleven members with the retirement of Mr. Hasse Johansson.

•

On September 17, 2024, Autoliv announced the appointment of Mr. Fabien Dumont as Executive Vice President & Chief Technology Officer and a member of the Autoliv Executive Management Team. Fabien Dumont previously served as Vice President Engineering in Autoliv China and has been with Autoliv since 1998. In leading the Autoliv China Engineering team, Fabien Dumont has played a vital role in developing innovations and technologies that support the fast-moving Chinese market.

•

In Q3 2024, Autoliv repurchased and retired 1.33 million shares of common stock at an average price of $97.80 per share under the Autoliv 2022-2024 stock repurchase program.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2024, there have been no material changes to the information related to quantitative and qualitative disclosures about market risk that were provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

An evaluation has been carried out, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

(b)

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of our business, we are subject to legal proceedings brought by or against us and our subsidiaries.

See Part I, Item 1, "Financial Statements, Note 9 Contingent Liabilities" of this Quarterly Report on Form 10-Q for a summary of certain ongoing legal proceedings. Such information is incorporated into this Part II, Item 1—"Legal Proceedings" by reference.

ITEM 1A. RISK FACTORS

Except for below, as of September 30, 2024, there have been no material changes to the risk factors that were previously disclosed in Item 1A in the Company’s Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024.

We may be subject to civil antitrust litigation that could negatively impact our business

The Company may be subject to civil antitrust lawsuits in the future in countries that permit such civil claims, including lawsuits or other actions by our customers. The Company was previously the subject of an investigation by the European Commission (“EC”) regarding possible anti-competitive behavior among certain suppliers to the automotive vehicle industry. The Company paid a fine to resolve these matters in 2019. As a result of the outcome of the EC investigation, we are and we could be, subject to subsequent civil disputes with non-governmental third parties and civil or stockholder litigation stemming from the same facts and circumstances underlying the EC investigation. The Company is currently involved in civil litigation in the UK with respect to alleged anticompetitive behavior that occurred over a decade ago. The ultimate resolution of any dispute, litigation or proceeding through settlement, mediation, judgment or other means requires significant management time and attention and could result in significant expenses as well as unfavorable outcomes that could have a material adverse impact on our customer relationships, business prospects, reputation, operating results, cash flows or financial condition, and our insurance may not mitigate such impact. See Note 17, Contingent Liabilities, to the Consolidated Financial Statements in this Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock repurchase program

The following table provides information with respect to common stock repurchases by the Company during the three months period ended September 30, 2024.


	New York Stock Exchange (NYSE)
Period	Total Number of Shares Purchased (1)		Average Price Paid per Share (USD) (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)		Maximum Number of Shares that Yet May Be Purchased Under the Plans or Programs (3)
July 1-31, 2024		608,534	$	98.60		8,400,021		8,599,979
August 1-31, 2024		720,788	$	97.12		9,120,809		7,879,191
September 1-30, 2024		—	$	—		9,120,809		7,879,191

(1) The repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. For accounting purposes, shares repurchased under our stock repurchase programs are recorded based upon the settlement date of the applicable trade.

(2) The average price paid per share in U.S. dollars exclude brokerage commissions and other costs of execution.

(3) On November 16, 2021, the Company announced that its Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $1.5 billion or up to 17 million common shares, whichever comes first, between January 2022 and the end of 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months period ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS


Exhibit No.		Description

3.1		Autoliv’s Restated Certificate of Incorporation, as amended, incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 22, 2015).

3.2		Autoliv’s Third Restated By-Laws, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-12933, filing date December 18, 2015).

4.1		Indenture, dated March 30, 2009, between Autoliv, Inc. and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.1 to Autoliv’s Registration Statement on Form 8-A (File No. 001-12933, filing date March 30, 2009).

4.2		Second Supplemental Indenture (including Form of Global Note), dated March 15, 2012, between Autoliv, Inc. and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-12933, filing date March 15, 2012).

4.3		Form of Note Purchase and Guaranty Agreement dated April 23, 2014, among Autoliv ASP, Inc., Autoliv, Inc. and the purchasers named therein, incorporated herein by reference to Exhibit 4.6 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 25, 2014).

4.4		Amendment and Waiver 2014 Note Purchase and Guaranty Agreement, dated May 24, 2018, among Autoliv, Inc., Autoliv ASP, Inc. and the noteholders named therein, incorporated herein by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date July 27, 2018).

4.5		Agency Agreement dated June 26, 2018 among Autoliv, Inc., Autoliv ASP, Inc. and HSBC Bank PLC, incorporated herein by reference to Exhibit 4.6 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date July 27, 2018).

4.6		Amended and Restated Agency Agreement, dated February 22, 2022, among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein, incorporated herein by reference to Exhibit 4.14 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 22, 2022).

4.7		Base Listing Particulars Agreement, dated March 6, 2024, among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein, incorporated herein by reference to Exhibit 4.7 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 26, 2024).

4.8		Amended and Restated Programme Agreement, dated March 6, 2024, among Autoliv, Inc., Autoliv ASP, Inc. and the dealers named therein, incorporated herein by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 26, 2024).

4.9		General Terms and Conditions for Swedish Depository Receipts in Autoliv, Inc. representing common shares in Autoliv, Inc., effective as of April 8, 2024, with Skandinaviska Enskilda Banken AB (publ) serving as custodian, incorporated herein by reference to Exhibit 4.9 to the Quarterly Report on Form 10-Q (File No. 001-12933, filing date April 26, 2024).

10.1*		Revolving Credit Facility Agreement, dated July 17, 2024, among Autoliv, Inc., Autoliv ASP, and Standard Chartered Bank.

10.2*+		Employment Agreement, dated September 13, 2024, by and between Autoliv (Shanghai) Management Co. Ltd. and Fabien Dumont.

31.1*		Certification of the Chief Executive Officer of Autoliv, Inc. pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of the Chief Financial Officer of Autoliv, Inc. pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1*		Certification of the Chief Executive Officer of Autoliv, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of the Chief Financial Officer of Autoliv, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document – The instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

104*		Cover Page Interactive Data File (embedded within the inline XBRL document).

* Filed herewith.

+ Management contract or compensatory plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 18, 2024

AUTOLIV, INC.

(Registrant)


By:		/s/ Fredrik Westin
		Fredrik Westin
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

EX-10.1 2 alv-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

     Dated:  17 July  CREATEDATE  \@ "yyyy" \* MERGEFORMAT 2024
(1)	AUTOLIV, INC. as Parent
(2)	AUTOLIV, INC. and AUTOLIV ASP, INC. as Guarantors
(3)	AUTOLIV, INC. as Original Borrower
(4)	STANDARD CHARTERED BANK as Mandated Lead Arranger
(5)	THE FINANCIAL INSTITUTIONS listed in Schedule ‎1 (Parties) as Original Lenders
(6)	STANDARD CHARTERED BANK as Facility Agent
 

    

     Revolving credit facility agreement

    

     US$125,000,000
 
Execution Version

Contents

Clause Page


‎1	DEFINITIONS AND INTERPRETATION	1
‎2	THE FACILITY	16
‎3	PURPOSE	20
‎4	CONDITIONS PRECEDENT	21
‎5	LOANS	21
‎6	REPAYMENT	22
‎7	PREPAYMENT AND CANCELLATION	23
‎8	INTEREST PERIODS	26
‎9	INTEREST	27
‎10	CHANGES TO THE CALCULATION OF INTEREST	29
‎11	PAYMENTS	30
‎12	TAXES	33
‎13	INCREASED COSTS	38
‎14	ILLEGALITY	40
‎15	GUARANTEE	40
‎16	REPRESENTATIONS AND WARRANTIES	44
‎17	INFORMATION UNDERTAKINGS	49
‎18	GENERAL UNDERTAKINGS	51
‎19	DEFAULT	58
‎20	ROLE OF THE FACILITY AGENT	61
‎21	FEES	68
‎22	EXPENSES	69
‎23	STAMP DUTIES	70
‎24	INDEMNITIES	70
‎25	EVIDENCE AND CALCULATIONS	71
‎26	AMENDMENTS AND WAIVERS	71
‎27	CHANGES TO THE PARTIES	77
‎28	DISCLOSURE OF INFORMATION	81
‎29	BAIL-IN	84
‎30	ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS	86
‎31	CONFIDENTIALITY OF FUNDING RATES	87
‎32	SET-OFF	88
‎33	PRO RATA SHARING	88
‎34	SEVERABILITY	89
‎35	COUNTERPARTS	89
‎36	NOTICES	89
‎37	LANGUAGE	92
‎38	ENFORCEDMENT	92
‎39	GOVERNING LAW	93
‎40	INTEGRATION	93
‎41	WAIVER OF IMMUNITY	93
‎42	WAIVER OF JURY TRIAL	93
‎43	USA PATRIOT ACT	93


Schedules
‎1	Lenders and Commitments	94
‎2	Conditions Precedent Documents	95
‎Part I	To be delivered before the first Request	95
‎Part II	For an Additional Borrower	97
‎3	Form of Request	99
‎4	Form of Novation Certificate	100
‎5	Form of Compliance Certificate	102
‎6	Form of Accession Agreement	103
‎7	Form of Increase Confirmation	104
‎8	Form of Substitute Affiliate Lender Designation Notice	106
‎9	Compounded Rate Terms	108
‎10	Daily Non-Cumulative Compounded RFR Rate	112
‎11	Cumulative Compounded RFR Rate	114


THIS AGREEMENT is made on	17 July CREATEDATE \@ "yyyy" \* MERGEFORMAT 2024

BETWEEN

(1) AUTOLIV, INC. (incorporated under the laws of the State of Delaware, USA) (in this capacity, the “Parent”);

(2) AUTOLIV, INC. (incorporated under the laws of the State of Delaware, USA) and AUTOLIV ASP, INC. (incorporated under the laws of the State of Indiana, USA) as guarantors (each a “Guarantor” and together, the “Guarantors”);

(3) AUTOLIV, INC. (incorporated under the laws of the State of Delaware, USA) as the original borrower (the “Original Borrower”);

(4) STANDARD CHARTERED BANK incorporated in England by Royal Charter 1853 of 1 Basinghall Avenue, 5th Floor London EC2V 5DD, United Kingdom as Mandated Lead Arranger (the “Mandated Lead Arranger”);

(5) THE FINANCIAL INSTITUTIONS listed in Schedule ‎1 (Parties) as lenders (the “Original Lenders”); and

(6) STANDARD CHARTERED BANK incorporated in England by Royal Charter 1853 of 1 Basinghall Avenue, 6th Floor London EC2V 5DD, United Kingdom as facility agent (the “Facility Agent”).

IT IS AGREEDas follows:

1. DEFINITIONS AND INTERPRETATION TC "‎1 DEFINITIONS AND INTERPRETATION " \l 1

1.1 Definitions

In this Agreement:

“Acceptable Bank” means a bank or financial institution which has a rating for its long‑term unsecured and non-credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or A3 or higher by Moody's Investor Services Limited or a comparable rating from an internationally recognised credit rating agency.

“Accession Agreement” means a letter, substantially in the form of Schedule ‎6 (Form of Accession Agreement), with such amendments as the Facility Agent and the Parent may agree.

“Additional Borrower” means a member of the Group which becomes a Borrower after the date of this Agreement.

“Additional Business Day” means any day specified as such in the applicable Compounded Rate Terms.

“Affiliate” means a Subsidiary or a holding company of a person or any other Subsidiary of that holding company.

“Affiliated Lender” means a Lender which is an Affiliate of another Lender.

“Anti-Corruption Laws” means, collectively (a) the US Foreign Corrupt Practices Act 1977, (b) the UK Bribery Act 2010, and (c) any other applicable laws, rules, regulations or codes related to bribery or corruption in any jurisdiction in which any member of the Group is located or doing business.

“Anti-Money Laundering Laws” means laws, regulations and sanctions, state and federal, criminal and civil that: (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) prohibit transactions that are intended to conceal or disguise the nature, location, source, ownership, or control of the proceeds of specified unlawful activity; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include applicable financial recordkeeping and reporting requirements of the US Currency and Foreign Transactions Reporting Act of 1970, the US Bank Secrecy Act as amended by the USA PATRIOT Act of 2001, and the US Money Laundering Control Act of 1986 including the laws relating to prevention and detection of money laundering under 18 USC Section 1956 and 1957.

“Available Commitment” means a Lender's Commitment minus:

(a) the amount of its participation in any outstanding Loans; and

(b) in relation to any proposed drawdown, the amount of its participation in any Loans that are due to be made on or before the proposed Drawdown Date,

other than that Lender's participation in any Loans that are due to be repaid or prepaid on or before the proposed Drawdown Date.

“Availability Period” means the period from and including the date of this Agreement to and including the date falling one month before the Maturity Date.

“Basel II” means the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel II: International Convergence of Capital Measurement and Capital Standards: a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement.

“Basel III” means:

(a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor thereof.

“Borrower” means the Original Borrower or an Additional Borrower.

“Break Costs” means any amount specified as such in the applicable Compounded Rate Terms.

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in Frankfurt, London, Stockholm and New York and in relation to:

(a) any date for payment or purchase of an amount relating to a Loan; or (b) the determination of the first day or the last day of an Interest Period for a Loan, or otherwise in relation to the determination of the length of such an Interest Period,

which is an Additional Business Day relating to that Loan or Unpaid Sum (to the extent one is provided for in the relevant Compounded Rate Terms).

“Central Bank Rate” has the meaning given to that term in the applicable Compounded Rate Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Compounded Rate Terms.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:

(a) the adoption or taking effect of any law, rule, regulation or treaty;

(b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority;

(c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; or

(d) the implementation or application of or compliance with Basel III or CRD IV or any other law or regulation which implements or amends Basel III or CRD IV (whether such implementation, application or compliance is by a Governmental Authority, Finance Party or any of its Affiliates).

“Commitment” means:

(a) in relation to a Lender which is a Lender on the date of this Agreement, the aggregate of the amounts in US Dollars set opposite its name in Schedule ‎1 (Parties) and the amount of any other Lender's Commitment acquired by it under Clause ‎27 (Changes to the Parties) or assumed by it in accordance with and Clause ‎2.8 (Increase); and

(b) in relation to a Lender which becomes a Lender after the date of this Agreement, the amount of any other Lender's Commitment acquired by it under Clause ‎27 (Changes to the Parties) or assumed by it in accordance with and Clause ‎2.8 (Increase),

to the extent not cancelled, reduced or transferred under this Agreement.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule ‎5 (Form of Compliance Certificate).

“Compounded Rate Terms” means in relation to:

(a) US Dollars;

(b) a Loan or an Unpaid Sum in that currency;

(c) an Interest Period for such a Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

(d) any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

the terms set out for US Dollars, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Loan, Unpaid Sum or accrual, in Schedule ‎9 (Compounded Rate Terms) or in any Reference Rate Supplement.

“Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest Period of a Loan, the percentage rate per annum which is the aggregate of:

(a) the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b) the applicable Credit Adjustment Spread.

“Compounding Methodology Supplement” means, in relation to the Daily Non‑Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a) is agreed in writing by the Parent, the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions of the Majority Lenders);

(b) specifies a calculation methodology for that rate; and

“Confidential Information” means all information which is required by Clause ‎28.1 (Disclosure (General)) to be kept confidential by the Finance Parties.

“CRD IV” means EU CRD IV and UK CRD IV.

“Credit Adjustment Spread” means, in respect of any Loan, any rate which is either:

(a) specified as such in the applicable Compounded Rate Terms; or

(b) determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology specified in the applicable Compounded Rate Terms.

“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule ‎11 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule ‎10 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the applicable Compounded Rate Terms.

“Dangerous Substance” means any radioactive emissions and any natural or artificial substance (whether in solid or liquid form or in the form of a gas or vapour and whether alone or in combination with any other substance) capable of causing harm to man or any other living organism or damaging the environment or public health or welfare including but not limited to any controlled, special, hazardous, toxic, radioactive or dangerous waste.

“Default” means an Event of Default or an event which, with the giving of notice, lapse of time, determination of materiality or fulfilment of any other applicable condition (or any combination of the foregoing), would constitute an Event of Default.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Facility Agent that it will not make its participation in a Loan available by the Drawdown Date of that Loan in accordance with Clause ‎5.3 (Advance of Loans);

(b) which has otherwise rescinded or repudiated a Finance Document; or

unless, in the case of paragraph ‎(a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within three Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Drawdown Date” means the date of the advance of a Loan.

“Environmental Claim” means any claim by any person as a result of or in connection with any violation of Environmental Law or any Environmental Contamination which could give rise to any remedy or penalty (whether interim or final) or liability for any Obligor or any Finance Party which could reasonably be expected to have a material adverse effect.

“Environmental Contamination” means each of the following and their consequences:

(a) any release, emission, leakage, or spillage of any Dangerous Substance into any part of the environment; or

(b) any accident, fire, explosion or sudden event which is directly or indirectly caused by or attributable to any Dangerous Substance; or

“Environmental Law” means any national or supranational law, regulation or directive concerning the protection of human health or the environment or concerning Dangerous Substances.

“Environmental License” means any authorisation by any Environmental Law.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means each trade or business, whether or not incorporated, that would be treated as a single employer with any Obligor under section 414 of the US Code. When any provision of this Agreement relates to a past event, the term “ERISA Affiliate” includes any person that was an ERISA Affiliate of an Obligor at the time of that past event.

“EU CRD IV” means:

(a) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms ; and

(b) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

“Event of Default” means an event specified as such in Clause ‎19.1 (Events of Default).

“Facility” means the US$ revolving credit facility made available under this Agreement as set out in Clause ‎2.1 (Facility).

“Facility Office” means the office(s) notified by a Lender to the Facility Agent:

(a) on or before the date it becomes a Lender; or

(b) by not less than five Business Days' notice,

as the office(s) through which it will perform all or any of its obligations under this Agreement.

“FATCA” means:

(a) sections 1471 to 1474 of the US Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph ‎(a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs ‎(a) or ‎(b) above with the United States Internal Revenue Service or any Governmental Authority.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the US Code (which relates to payments of interest and certain other payments from sources within the USA), 1 July 2014; or

(b) in relation to a “passthru payment” described in section 1471(d)(7) of the US Code not falling within paragraph ‎(a) above,

the first date from which such payment may become subject to a deduction or withholding required by FATCA.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letters” means any letter or letters setting out fees payable by the Parent (or another Obligor) to a Finance Party referred to in Clause ‎2.8.5 or Clause ‎21 (Fees), or under any other Finance Document.

“Finance Document” means this Agreement, the Fee Letters, any Novation Certificate, any Accession Agreement, any Request, any Reference Rate Supplement, any Compounding Methodology Supplement or any other document designated as such by the Facility Agent and the Obligors' Agent.

“Finance Party” means the Facility Agent, a Lender or the Mandated Lead Arranger.

“Financial Indebtedness” means any indebtedness in respect of:

(a) monies borrowed;

(b) any debenture, bond, note, loan stock or other security;

(d) receivables sold or discounted (otherwise than on a non-recourse basis);

(e) the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

(f) any lease entered into primarily as a method of raising finance or financing the acquisition of the asset leased;

(g) any currency swap or interest swap, cap or collar arrangement or other derivative instrument (and when calculating the value of any such transaction, only the marked to-market value shall be taken into account);

(h) any amount raised under any other transaction having the commercial effect of a borrowing or raising of money; or

(i) any guarantee, indemnity or similar assurance against financial loss of any person.

“Fitch” means Fitch Ratings, Inc., or any successor to its rating business.

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to Clause ‎10.2.1.2 (Cost of Funds).

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Group” means the Parent and its Subsidiaries.

“Impaired Agent” means the Facility Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Facility Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph ‎(a) or ‎(b) of the definition of Defaulting Lender; or

(d) an Insolvency Event has occurred and is continuing with respect to the Facility Agent,

unless, in the case of paragraph ‎(a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within three Business Days of its due date; or

(ii) the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule ‎7 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause ‎2.8 (Increase).

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts, in each case under the laws of any relevant jurisdiction applicable to that Finance Party, or fails or admits in writing its inability generally to pay its debts as they become due;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding‑up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph ‎(d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs ‎(a) to ‎(h) above; or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Interest Payment” means the aggregate amount of interest that:

(a) is, or is scheduled to become, payable under any Finance Document; and

(b) relates to a Loan or Unpaid Sum (as the case may be).

“Interest Period” means each period determined in accordance with Clause ‎8 (Interest Periods).

“Lender” means:

(a) an Original Lender; or

(b) any person which becomes a Party as a Lender pursuant to Clause ‎2.8 (Increase) or Clause ‎27 (Changes to the Parties),

and which has not ceased to be a Party as such in accordance with this Agreement.

“Loan” means the principal amount of a borrowing by a Borrower under this Agreement or the principal amount outstanding of that borrowing.

“Lookback Period” means the number of days specified as such in the applicable Compounded Rate Terms.

“Majority Lenders” means, subject to Clause ‎26.4 (Disenfranchisement of Defaulting Lenders) at any time, a Lender or Lenders whose Commitments aggregate more than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Commitments immediately prior to the reduction).

“Margin” means the rate per annum determined in accordance with Clauses ‎9.2 (Adjustment of Margin).

“Margin Stock” has the meaning assigned to such term in Regulation U of the Board.

“Material Subsidiary” means:

(a) any Subsidiary of the Parent:

(i) the book value of whose assets (consolidated if it itself has Subsidiaries) equals or exceeds ten per cent. of the book value of the consolidated total assets of the Group; (ii) whose revenues (consolidated if it itself has Subsidiaries) equal or exceed ten per cent.

of the revenues of the Group taken as a whole; or

(iii) whose trading profits (consolidated if it itself has Subsidiaries) before interest and tax equal or exceed ten per cent. of the trading profits before interest and tax of the Group as a whole,

as determined by reference to the most recent accounts of the Subsidiary and the most recent consolidated accounts of the Group; or

(b) any Subsidiary of the Parent which becomes a member of the Group after the date of the latest consolidated accounts of the Group at the time of determination and which would fulfil any of the tests in paragraphs ‎(a)‎(i), ‎(a)(ii) or ‎(a)(iii) above if tested on the basis of its latest accounts (consolidated if it itself has Subsidiaries) and those latest accounts of the Group; or

(c) prior to the delivery of each set of accounts pursuant to Clause ‎17.2 (Financial information), any Subsidiary of the Parent to which has been transferred (whether by one transaction or a series of transactions, related or not) the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transaction or any of such transactions was a Material Subsidiary.

“Maturity Date” means 23 May 2029, provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

“Moody's” means Moody's Investors Services Limited, or any successor to its rating business.

“Multiemployer Plan” means a “multiemployer plan” within the meaning of section 3(37) or 4001(a)(3) of ERISA.

“New Lender” has the meaning given to it in Clause ‎27.2.1 (Transfers by Lenders).

“Novation Certificate” has the meaning given to it in Clause ‎27.3 (Procedure for novations).

“Obligor” means the Parent, each Guarantor and each Borrower.

“Obligors' Agent” means the Parent, or such other Obligor from time to time nominated by the Obligors' Agent to replace it as Obligors' Agent and approved for such purpose by the Facility Agent.

“Original Group Accounts” means the audited consolidated accounts of the Group for the year ended 31 December 2023.

“Party” means a party to this Agreement.

“Plan” means an “employee benefit plan” within the meaning of section 3(3) of ERISA maintained by an Obligor or any ERISA Affiliate currently or at any time within the last five years, or to which an Obligor or any ERISA Affiliate is required to make payments or contributions or has made payments or contributions within the past five years.

“Rating Agency” means:

(a) on and from the date of this Agreement, Standard & Poor's; and

(b) subsequently, any one or two of Fitch, Moody's and Standard & Poor's as notified by the Obligors' Agent to the Facility Agent in writing from time to time.

“Reference Rate Supplement” means a document which:

(a) is agreed in writing by the Parent, the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions of all the Lenders);

(b) specifies the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms; and

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Market” means the market specified as such in the applicable Compounded Rate Terms.

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“Reportable Event” means any of the events set forth in section 4043 of ERISA or the related regulations as to which the notice requirement has not been waived by the PBGC.

“Reporting Day” means the day (if any) specified as such in the applicable Compounded Rate Terms.

“Reporting Time” means the relevant time (if any) specified as such in the applicable Compounded Rate Terms.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Request” means a request made by the Obligors' Agent for a Loan, substantially in the form of Schedule ‎3 (Form of Request).

“Restricted Margin Stock” means Margin Stock owned by any Obligor or any member of the Group, which represents not more than 33 per cent. of the aggregate value (determined in accordance with Regulation U of the Board), on a consolidated basis, of the assets of each Obligor and all members of the Group (other than Margin Stock) that are subject to the provisions of Clause ‎18 (General Undertakings) (including, without limitation, Clauses ‎18.4 (Negative pledge) and ‎18.5 (Transactions similar to security)).

“RFR” means the rate specified as such in the applicable Compounded Rate Terms.

“RFR Banking Day” means any day specified as such in the applicable Compounded Rate Terms.

“Sanctioned Country” means, at any time, a country, region or territory which is itself (or the government of which is) the subject or target of any Sanctions Laws.

“Sanctions Authority” means:

(a) the US Government, including the US Department of the Treasury (including its Office of Foreign Assets Control), the US Department of State, and the US Department of Commerce;

(b) the United Nations Security Council; (c) the European Union (including sanctions imposed against certain states, organisations and individuals under the European Union's Common Foreign and Security Policy);

(d) the United Kingdom (including His Majesty's Treasury);

(e) Japan;

(f) the Swedish Government; or

(g) any other governmental authority with jurisdiction over any Obligor and/or any of their respective Subsidiaries,

and any authority acting for on behalf of any of such entity in connection with administering and enforcing the Sanctions Laws.

“Sanctions Laws” means the economic or financial sanctions laws and/or sanctions regulations, sanctions-related trade embargoes and/or restrictive measures, or sanctions‑related prohibitions imposed, administered, enacted or enforced from time to time by any Sanctions Authority.

“Sanctions List” means any list of persons or entities published in connection with Sanctions Laws or public announcements of Sanctions Laws or public designation or public identification made by or on behalf of any Sanctions Authority (including, providing such lists and information are publicly available, in the case of His Majesty's Treasury, the “Consolidated List of Financial Sanctions Targets” and the “Investment Ban List”, and, in the case of the Office of Foreign Assets Control of the United States Department of the Treasury, the “Specially Designated Nationals and Blocked Persons” list and the “Foreign Sanctions Evaders” list); or, providing such lists and information are publicly available, by any national authority implementing at a national level the published lists prescribed by the United Nations Security Council or the European Union, provided that the scope of any such national implementation shall not exceed the scope of such published lists.

“Sanctions Restricted Party” means a person:

(a) that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person or a country or territory that is subject to nationwide or territory wide Sanctions Laws which directly apply to that person);

(b) that is the target of any Sanctions Laws;

(d) that is directly or indirectly owned or controlled by or, acting on behalf of, a person referred to in paragraph ‎(a) above; or

(e) with whom a national of any country that is subject to the jurisdiction of, or otherwise bound by the prescriptions of, a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities.

“Security Interest” means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Separate Loan” has the meaning given to that term in Clause ‎6.1 (Repayment).

“Standard & Poor's” means Standard & Poor's Credit Market Services Limited, or any successor to its rating business.

“Subsidiary” means an entity from time to time of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. (fifty per cent.) of the share capital or similar right of ownership.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Total Commitments” means the aggregate for the time being of the Commitments, being US$125,000,000 at the date of this Agreement.

“Transfer Date” has the meaning given to it in Clause ‎27.3.3.

“UK” or “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.

“UK CRD IV” means:

(a) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; and

(b) the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures; and

(c) direct EU legislation (as defined in the European Union (Withdrawal) Act 2018), which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Unrestricted Margin Stock” means any Margin Stock owned by either Obligor or any member of the Group which is not Restricted Margin Stock.

“US Code” means the United States Internal Revenue Code of 1986.

“USA” means the United States of America.

“US Dollars” and “US$” means the currency for the time being of the USA.

“US Tax Obligor” means:

(a) a Borrower which is resident for tax purposes in the USA; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the USA for USA federal income tax purposes.

“VAT” means:

(a) any value added tax imposed by the Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(c) any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs ‎(a) above and ‎(b) above, or imposed elsewhere.

1.2 Construction

(a) In this Agreement, unless a contrary indication appears, a reference to:

(i) an “amendment” includes a supplement, novation or re-enactment and “amended” is to be construed accordingly;

(ii) “assets” includes present and future properties, revenues and rights of every description;

(iii) an “authorisation” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration and notarisation;

(iv) a Lender's “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(v) “know your customer requirements” are the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(vi) a “Default” or an “Event of Default” is “continuing” if it has not been remedied or waived;

(vii) a “material adverse effect” means:

(A) a material adverse effect on the business or financial condition of the Parent or the Group as a whole; or

(B) a material adverse effect on the ability of any Obligor to perform its payment obligations under any of the Finance Documents;

(viii) a “month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(A) other than where paragraph ‎(B) below applies:

(1) (subject to paragraph ‎(2) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(2) if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that calendar month; or

(3) if an Interest Period commences on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which it is to end; and

(B) in relation to an Interest Period for any Loan (or any other period for the accrual of commission or fees) for which there are rules specified as “Business Day Conventions” in the applicable Compounded Rate Terms, those rules shall apply; and

(ix) a “person” includes any individual, company, unincorporated association or body of persons (including a partnership, joint venture or consortium), government, state, agency, international organisation or other entity;

(x) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xi) “winding up” also includes amalgamation, reconstruction, reorganisation, administration, dissolution, liquidation, merger or consolidation and any equivalent or analogous procedure under the law of any jurisdiction (but, for the avoidance of doubt, reorganisation does not include a mere transfer of assets from one member of the Group to another whether the transferor continues to exist);

(xii) a provision of law is a reference to that provision as amended or re-enacted from time to time;

(xiii) a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;

(xiv) a person includes its successors, transferees and assigns;

(xv) a Finance Document or another document is a reference to that Finance Document or other document as amended; and

(xvi) a time of day is a reference to Stockholm time.

(b) Unless the contrary intention appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(c) The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d) A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(e) Any Reference Rate Supplement overrides anything in:

(i) Schedule ‎9 (Compounded Rate Terms); or

(ii) any earlier Reference Rate Supplement.

(f) A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i) Schedule ‎10 (Daily Non-Cumulative Compounded RFR Rate) or Schedule ‎11 (Cumulative Compounded RFR Rate), as the case may be; or

(ii) any earlier Compounding Methodology Supplement.

(g) The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(h) Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

(i) Notwithstanding any term of any Finance Document, the consent of any third party is not required for any variation (including any release or compromise of any liability order) or termination of that Finance Document.

2. THE FACILITY TC "‎2 The FACILITY" \l 1

2.1 The Facility

Subject to the terms of this Agreement, the Lenders grant to the Borrowers a revolving credit facility under which the Lenders will make Loans to a Borrower denominated in US Dollars.

2.2 Facility Limits

The aggregate amount of all outstanding Loans shall not at any time exceed the Total Commitments.

2.3 A Lender's individual limit

2.3.1 A Lender is not obliged to participate in a Loan if it would cause its applicable Outstandings to exceed its Commitment.

2.3.2 For the purpose of this Clause ‎2.3:

2.3.2.1 the applicable “Outstandings” of a Lender on any Drawdown Date means the aggregate amount of the participations of that Lender in all outstanding Loans which would be outstanding on that Drawdown Date, if:

(a) all outstanding Loans due to be repaid (or prepaid) on or before that Drawdown Date are repaid (or prepaid); and

(b) all Loans to be made on or before that Drawdown Date and in respect of which a Request has been received by the Facility Agent are made.

2.3.3 If the operation of Clause ‎5.3 (Advance of Loans) would cause the applicable Outstandings of a Lender (the “affected Lender”) to exceed its Commitment, then:

2.3.3.1 the affected Lender will participate in the relevant Loan only to the extent that its applicable Outstandings will not exceed its Commitment;

2.3.3.2 each other Lender's participation in the Loan under the Clause referred to above will be re calculated in accordance with that Clause, but for the purpose of the recalculation the affected Lender's Commitment will be deducted from the Total Commitments and the amount of the affected Lender’s participation in that Loan (if any) will be deducted from the requested amount of the Loan; and

2.3.3.3 the calculation in Clause ‎2.3.3.2 above will be applied to each Lender in turn until the amount of its participation in the Loan under that Clause is determined.

2.4 Lender Affiliates and Facility Office

2.4.1 In respect of a Loan to a particular Borrower (each a “Designated Loan”) a Lender (a “Designating Lender”) may, following receipt of notification from the Facility Agent pursuant to Clause ‎5.3.1 and prior to making its participation in that Designated Loan available to the Facility Agent or such earlier date at the Facility Agent may agree in writing (at its discretion) by written notice to the Facility Agent and the Parent:

2.4.1.1 designate a substitute Facility Office from which it will make that or those Designated Loan(s) (a “Substitute Facility Office”); or

2.4.1.2 nominate an Affiliate to act as the Lender of that or those Designated Loan(s) (a “Substitute Affiliate Lender”).

2.4.2 A notice to nominate a Substitute Affiliate Lender:

2.4.2.1 must be in the form set out in Schedule ‎8 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loan(s); and

2.4.2.2 will not be regarded as having been duly delivered unless, where the notice is in respect of a Loan, the Facility Agent has completed all know your customer requirements to its satisfaction in respect of the relevant Substitute Affiliate Lender.

2.4.3 The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Facility Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.

2.4.4 Save as mentioned in Clause ‎2.4.3 above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to its participation in the Designated Loans if and for so long as it continues to be a Substitute Affiliate Lender and those Designated Loans and its participation in them remain outstanding (and consequently, during such time and subject to Clauses ‎2.4.3 and ‎2.4.5, the relevant portion of the Commitment of the Designating Lender shall be treated as having been transferred to the applicable Substitute Affiliate Lender so as to reduce the Designating Lender’s Commitment by an amount equal to the principal amount of the participation of that Substitute Affiliate Lender in the relevant Designated Loans).

2.4.5 A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Facility Agent and the Parent provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

2.4.6 Any Substitute Affiliate Lender or Designating Lender acting by a Substitute Facility Office is only entitled to receive payment under Clause ‎12 (Taxes) and Clause ‎13 (Increased Costs) to the same extent as the relevant Designating Lender would have been entitled prior to designating that Substitute Affiliate Lender or the Substitute Facility Office (as applicable), unless those payments arose as a result of circumstances which arose after such designation.

2.5 Finance Parties' rights and obligations

2.5.1 The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

2.5.2 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with Clause ‎2.5.3 below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents, and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

2.5.3 A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.6 Appointment of Obligors' Agent

2.6.1 Each Obligor irrevocably authorises the Obligors' Agent to give all notices (including, without limitation, Requests and notices of prepayment and cancellation) and instructions and make such agreements including, without limitation, to confirm the continuation of any guarantees or indemnities following any amendment or waiver, however fundamental, or in relation to an alternative basis for determining the rate of interest and/or funding applicable to a Loan expressed to be capable of being given or made by the Obligors' Agent in this Agreement.

2.6.2 The authorisation of the Obligors' Agent shall be effective notwithstanding that the exercise of the Obligors' Agent's authority may affect the Obligors without further reference to or the consent of the Obligors. Each Obligor shall, as regards the Facility Agent and each Lender, be bound by any action taken by the Obligors' Agent on its behalf as though that Obligor had itself taken such action.

2.7 Change of currency

2.7.1 If more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

2.7.1.1 any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent; and

2.7.1.2 any translation from one currency or currency unit to another shall be at the official conversion rate recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent acting reasonably.

2.7.2 If a change in any currency of a country occurs, this Agreement will be amended to the extent the Facility Agent specifies to be necessary to reflect the change in currency and to put the Finance Parties in the same position, so far as possible, that it would have been in if no change in currency had occurred.

2.8 Increase

2.8.1 The Parent may by giving prior notice to the Facility Agent by no later than the date falling ten Business Days after the effective date of a cancellation of:

2.8.1.1 the Available Commitments of a Defaulting Lender in accordance with Clause ‎7.4 (Right of cancellation in relation to a Defaulting Lender); or

2.8.1.2 the Commitments of a Lender in accordance with Clause ‎14 (Illegality),

request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate amount in US Dollars of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(a) the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each an “Increase Lender”) selected by the Parent (each of which shall not be a member of the Group) and each of which confirms its willingness to assume (whether in the Increase Confirmation or otherwise) and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

(b) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(c) each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume; (d) the Commitments of the other Lenders shall continue in full force and effect; and

(e) any increase in the Total Commitments shall take effect on the date specified by the Parent in the notice referred to above or any later date on which the conditions set out in Clause ‎2.8.2 below are satisfied.

2.8.2 An increase in the Total Commitments will only be effective on:

2.8.2.1 the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and

2.8.2.2 in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Parent and the Increase Lender.

2.8.3 Each Increase Lender, by executing the Increase Confirmation, confirms that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

2.8.4 Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Lender or Lenders, the Parent shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of US$2,500 and the Parent shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause ‎2.8.

2.8.5 The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Parent and the Increase Lender in a separate Fee Letter.

2.8.6 Clauses ‎27.2.8, ‎27.2.9 and ‎27.2.10 shall apply mutatis mutandis in this Clause ‎2.8 in relation to an Increase Lender as if references in that Clause to:

2.8.6.1 an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

2.8.6.2 the “New Lender” were references to that “Increase Lender”; and

2.8.6.3 a “re-transfer” were references to a “transfer”.

3. PURPOSE TC "‎3 PURPOSE" \l 1

3.1 Each Borrower shall apply each Loan towards:

3.1.1 its general corporate purposes; or

3.1.2 financing any acquisitions not prohibited by the terms of this Agreement.

3.2 Without affecting the obligations of any Obligor in any way, no Finance Party is bound to monitor or verify the application of any Loan.

4. CONDITIONS PRECEDENT TC "‎4 CONDITIONS PRECEDENT" \l 1

4.1 Documentary conditions precedent

4.1.1 The Obligors' Agent may not deliver the first Request until the Facility Agent has notified the Parent and the Lenders that it has received all of the documents set out in ‎Part I of Schedule ‎2 (Conditions Precedent Documents) in form and substance satisfactory to it.

4.1.2 Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in Clause ‎4.1.1 above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further conditions precedent

The obligation of each Lender to participate in any Loan is subject to the further conditions precedent that:

4.2.1 on both the date of the Request and the Drawdown Date:

4.2.1.1 the representations and warranties in Clause ‎16 (Representations and Warranties) to be repeated on those dates are correct and will be correct immediately after the Loan is made; and

4.2.1.2 no Default is outstanding or might result from the Loan;

4.2.2 the making of the Loan would not cause Clause ‎2.2 (Facility Limits) to be contravened; and

4.2.3 the making of the Loan would not result in more than eight Loans being outstanding at any one time. Any Separate Loan shall not be taken into account in this Clause ‎4.2.3.

5. LOANS TC "‎5 LOANS" \l 1

5.1 Drawdown

A Borrower may borrow a Loan if the Facility Agent receives from the Obligors' Agent, not later than 09:00 (Swedish time) two Business Days before the proposed Drawdown Date, a duly completed Request. Each Request is irrevocable.

5.2 Completion of Requests

A Request will not be regarded as having been duly completed unless:

5.2.1 it specifies the Borrower that is intended to borrow the Loan;

5.2.2 the proposed Drawdown Date is a Business Day falling within the Availability Period;

5.2.3 the amount of the Loan is:

5.2.3.1 a minimum of US$25,000,000 and an integral multiple of US$5,000,000;

5.2.3.2 the balance of the relevant undrawn Commitment; or

5.2.3.3 such other amount as the Facility Agent (acting on the instructions of the Majority Lenders) may agree; 5.2.4 the amount selected under Clause ‎5.2.3 above does not cause Clause ‎2.2 (Facility Limits) to be contravened;

5.2.5 the currency of the Loan is US Dollars;

5.2.6 the Interest Period selected complies with Clause ‎8 (Interest Periods) and does not extend beyond the Maturity Date in respect of any relevant Lender; and

5.2.7 the payment instructions comply with Clause ‎11 (Payments).

Each Request must specify one Loan only, but the Obligors' Agent may, subject to the other terms of this Agreement, deliver more than one Request on any one day.

5.3 Advance of Loans

5.3.1 The Facility Agent shall promptly notify each Lender of the details of the requested Loan and the amount of its participation in the Loan.

5.3.2 Subject to the terms of this Agreement, each Lender shall make its participation in the Loan available to the Facility Agent for the relevant Borrower in US Dollars, on the relevant Drawdown Date.

5.3.3 The amount of each Lender's participation in the Loan will be the proportion of the Loan which its Commitment bears to the Total Commitments on the proposed Drawdown Date adjusted, if necessary, to reflect the operation of Clause ‎2.3 (A Lender's individual limit).

6. REPAYMENT TC "‎6 REPAYMENT" \l 1

6.1 Repayment

6.1.1 Subject to Clause ‎6.1.3 below, the relevant Borrower shall repay each Loan in full, on the last day of its Interest Period, to the Facility Agent for the relevant Lender(s) participating in that Loan.

6.1.2 Without prejudice to each Borrower's obligation under Clause ‎6.1.1 above:

6.1.2.1 if one or more Loans are to be made available to a Borrower:

(a) on the same day that a maturing Loan is due to be repaid by that Borrower; and

(b) in whole or in part for the purpose of refinancing the maturing Loan; and

6.1.2.2 the proportion borne by each Lender's participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender's participation in the new Loans to the aggregate amount of those new Loans,

the aggregate amount of the new Loans shall be treated as if applied in or towards repayment of the maturing Loan so that:

(a) if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

(1) the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

(2) each Lender's participation (if any) in the new Loans shall be treated as having been made available and applied by the relevant Borrower in or towards repayment of that Lender's participation (if any) in the maturing Loan and that Lender will not be required to make its participation in the new Loans available in cash; and

(b) if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

(1) the relevant Borrower will not be required to make any payment in cash; and

(2) each Lender will be required to make its participation in the new Loans available in cash only to the extent that its participation (if any) in the new Loans exceeds that Lender's participation (if any) in the maturing Loan and the remainder of that Lender's participation in the new Loans shall be treated as having been made available and applied by the relevant Borrower in or towards repayment of that Lender's participation in the maturing Loan.

6.1.3 At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the Maturity Date and will be treated as separate Loans (the “Separate Loans”).

6.1.4 A Borrower from whom a Separate Loan is outstanding may prepay that Loan by giving five Business Days' prior notice to the Facility Agent. The Facility Agent will forward a copy of a prepayment notice received in accordance with this Clause ‎6.1.4 to the Defaulting Lender concerned as soon as practicable on receipt.

6.1.5 Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the relevant Borrower by the time and date specified by the Facility Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan.

6.1.6 The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with Clauses ‎6.1.2 to ‎6.1.5 above, in which case those Clauses shall prevail in respect of any Separate Loan.

6.2 Re-borrowing

Subject to the other terms of this Agreement, any amounts repaid under Clause ‎6.1 (Repayment) may be re-borrowed.

7. PREPAYMENT AND CANCELLATION TC "‎7 PREPAYMENT AND CANCELLATION" \l 1

7.1 Automatic cancellation

The Commitments of each Lender shall, to the extent not already voluntarily cancelled under Clause ‎7.2 (Voluntary cancellation) or Clause ‎7.3 (Additional right of prepayment and cancellation), be automatically cancelled in full on the Maturity Date.

7.2 Voluntary cancellation

7.2.1 The Obligors' Agent may, by giving not less than five days’ prior written notice to the Facility Agent (or such shorter period of notice as the Majority Lenders may agree), cancel in whole or in part the undrawn amount of the Total Commitments (but the cancellation in part shall be in a minimum of US$25,000,000 and an integral multiple of US$5,000,000).

7.2.2 Any such cancellation shall reduce the Commitment of each Lender in respect of the Facility pro rata.

7.3 Additional right of prepayment and cancellation

If:

7.3.1 any sum payable to any Lender by an Obligor is required to be increased under Clause ‎13.2.3 (Tax gross up);

7.3.2 any Lender claims indemnification from the Parent under Clause ‎12.3 (Tax indemnity) or Clause ‎13.1 (Increased costs); or

7.3.3 an Obligor becomes obliged to pay any amount in accordance with Clause ‎14 (Illegality) to any Lender,

then, without prejudice to the obligations of the Borrowers under those Clauses, the Obligors' Agent may, whilst the relevant circumstances continue, serve a notice of prepayment and cancellation on that Lender through the Facility Agent. On the date falling five Business Days after the date of service of the notice:

7.3.3.1 all the Borrowers shall prepay the participations of that Lender and its Affiliated Lender (if any) in all the Loans; and

7.3.3.2 the Commitments of that Lender and its Affiliated Lender (if any) shall be cancelled.

7.4 Right of cancellation in relation to a Defaulting Lender

7.4.1 If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be such, give the Facility Agent five Business Days' notice of cancellation of each Available Commitment of that Lender.

7.4.2 On the notice referred to in Clause ‎7.4.1 becoming effective, each Commitment of the Defaulting Lender shall immediately be reduced to zero.

7.4.3 The Facility Agent shall as soon as practicable after receipt of a notice referred to in Clause ‎7.4.1, notify all the Lenders.

7.5 Voluntary Prepayment

7.5.1 The Borrower to which a Loan has been made may, if it gives the Facility Agent not less than five RFR Banking Days' (or such shorter period as the Majority Lenders and the Facility Agent may agree) prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$25,000,000 and an integral multiple of US$5,000,000). Any such prepayment shall be effected pro rata to each Lender’s participation in the relevant Loan(s).

7.5.2 If the Borrowers make more than four voluntary prepayments of Loans in any 12 months' period, the Borrowers shall pay a prepayment fee of US$ 3,000 for each such voluntary prepayment other than the first four in any 12 months. The prepayment fee is payable to the Facility Agent for its own account within three Business Days of the prepayment date.

7.6 Mandatory Prepayment

7.6.1 If, at any time after the date of this Agreement:

7.6.1.1 it is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents; 7.6.1.2 any Borrower (other than the Parent) is not or ceases to be a Subsidiary of the Parent; or

7.6.1.3 the guarantee of any Guarantor is not effective or is alleged by any Obligor to be ineffective for any reason,

then the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Obligors' Agent:

(a) cancel the Total Commitments; and/or

(b) demand that all or part of the Loans, together with accrued interest and all other amounts accrued under the Finance Documents, be repaid forthwith, whereupon they shall be repaid forthwith.

7.6.2 If, at any time after the date of this Agreement:

7.6.2.1 a representation or warranty made, repeated or deemed to be repeated under Clause ‎16.26 (Sanctions) is incorrect in any material respect when made, repeated or deemed to be repeated; or

7.6.2.2 an Obligor does not comply with Clause ‎18.21 (Sanctions),

any Lender may, by notice to the Facility Agent (which shall promptly notify the Obligors' Agent):

(a) reduce its Commitments under the Facility to zero; and

(b) demand that all or part of its share in the Loans, together with accrued interest and all its other amounts accrued and owing to it under the Finance Documents, be repaid forthwith, whereupon they shall be repaid immediately.

Any such notice will take effect in accordance with its terms.

7.6.3 If a change of control occurs, the Parent shall promptly notify the Facility Agent upon becoming aware of that change of control and any Lender shall have the right, within one month (or such longer period as the Parent and the Facility Agent acting on the instructions of all the Lenders may agree) of the Facility Agent receiving notice of the change of control under this Clause, to require the Facility Agent to reduce, by notification to the Parent (the “Notification of Reduction”), its Commitments under the Facility to zero.

7.6.4 With respect to a Lender that has submitted a Notification of Reduction, on the earlier of:

7.6.4.1 the date falling one month after the date of receipt of a Notification of Reduction; and

7.6.4.2 the last day of the respective current Interest Period(s) for each Loan in which that Lender has a participation,

that Lender's Commitment will be cancelled in full and the Borrowers shall repay that Lender's participations in all Loans together with accrued interest and all other amounts accrued under the Finance Documents in respect of that Lender.

7.6.5 For the purposes of Clause ‎7.6.3, a “change of control” occurs if a person or group of persons acting in concert at any time after the date of this Agreement acquires more than 50 per cent. of the shares which carry the right to vote in the Parent.

7.6.6 Any prepayment of a Loan pursuant to Clause ‎7.6.1 shall be applied pro rata to each Lender's participation in that Loan.

7.7 Miscellaneous provisions

7.7.1 Any notice of prepayment and cancellation or notice of cancellation under this Agreement is irrevocable. The Facility Agent shall notify the Lenders promptly of receipt of any such notice.

7.7.2 All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. All cancellations under this Agreement shall be made without penalty.

7.7.3 No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.

7.7.4 Subject to Clause ‎2.8 (Increase), no amount of a Commitment which is cancelled under this Agreement may subsequently be reinstated.

7.7.5 No amount prepaid under this Agreement may subsequently be re-borrowed.

8. INTEREST PERIODS TC "‎8 INTEREST PERIODS" \l 1

8.1 General

Each Loan has one Interest Period only.

8.2 Selection

8.2.1 Subject to Clause ‎8.2.2, the Obligors' Agent must select an Interest Period for a Loan in the relevant Request. Each Interest Period for a Loan will commence on its Drawdown Date.

8.2.2 Each Interest Period for a Loan will be one, two or three months or any other period agreed by the relevant Borrower and the Facility Agent (acting on the instructions of all the Lenders), provided that no Interest Period for a Loan shall exceed six months.

8.2.3 No more than five Loans with Interest Periods of one month may be outstanding at any time.

8.3 Non-Business Days

8.3.1 Other than where Clause ‎8.3.2 applies, if an Interest Period for a Loan would otherwise end on a day which is not a Business Day, that Interest Period shall instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

8.3.2 If there are rules specified as “Business Day Conventions” in the applicable Compounded Rate Terms, those rules shall apply to each Interest Period for the relevant Loan or Unpaid Sum.

8.4 Overrunning of the Maturity Date

If an Interest Period in respect of a Loan borrowed under the Facility would otherwise overrun the Maturity Date, it shall be shortened so that it ends on that Maturity Date.

8.5 Notification

The Facility Agent shall notify each relevant Party of the duration of each Interest Period promptly after ascertaining its duration.

9. INTEREST TC "‎9 INTEREST" \l 1

9.1 Interest rate

9.1.1 The rate of interest on each Loan for any day during its Interest Period is the percentage rate per annum determined by the Facility Agent to be the aggregate of the applicable:

9.1.1.1 Margin; and

9.1.1.2 Compounded Reference Rate for that day.

9.1.2 If any day during an Interest Period for a Loan is not an RFR Banking Day, the rate of interest on that Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

9.2 Adjustment of Margin

9.2.1 In this Clause ‎9.2:

9.2.1.1 “Margin Reset Date” means the date falling five Business Days after any day on which a change in the credit rating assigned to the Parent's long term unsecured and unsubordinated debt by any of the Rating Agencies is notified to the Facility Agent in accordance with Clause ‎17.3 (Information - miscellaneous); and

9.2.1.2 “Margin Period” means the period from (and including) a Margin Reset Date to (but excluding) the next Margin Reset Date.

9.2.2 For the period from (and including) the date of this Agreement to (but excluding) the first Margin Reset Date, the Margin shall be 0.425 per cent. per annum.

9.2.3 On each Margin Reset Date, the Facility Agent shall determine the Margin (the “relevant Margin”) which will apply to all Interest Periods commencing during the Margin Period commencing on that Margin Reset Date.

9.2.4

9.2.4.1 If the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by only one Rating Agency, the relevant Margin shall be the percentage rate per annum shown alongside that credit rating under the heading of the relevant Rating Agency in the table below;

9.2.4.2 if the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by two of the Rating Agencies and the level of both credit ratings is the same, the relevant Margin shall be the percentage rate per annum shown alongside those credit ratings in the table below;

9.2.4.3 if the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by two Rating Agencies but the level of both credit ratings is not the same, then:

(a) if the credit ratings are different by only one level, the lower level will apply;

(b) if the credit ratings are different by more than one level, then either:

(1) the average credit rating will apply; or (2) if the average credit rating falls between two levels, the higher level will apply,

and for the purposes of this Clause, the level of a credit rating shall be that shown as such alongside that credit rating in the table below, with level 1 being the highest and level 4 being the lowest.


Level	Standard & Poor’s / Fitch’s rating	Moody’s rating	Applicable Margin (per cent. per annum)
1	A- or higher	A3 or higher	0.30
2	BBB+	Baa1	0.35
3	BBB	Baa2	0.425
4	BBB- or lower	Baa3 or lower	0.60

9.2.5

9.2.5.1 On and from any date upon which no Rating Agency continues to assign a credit rating to the Parent's long term unsecured and unsubordinated debt, the Margin shall be 0.60 per cent. per annum.

9.2.5.2 The Margin as determined in accordance with Clause ‎9.2.5.1 above shall continue until such time as at least one Rating Agency assigns a credit rating to the long term unsecured and unsubordinated debt of the Parent, at which time the remaining provisions of this Clause ‎9.2 shall apply.

9.2.6 For so long as the Parent is in default of its obligations under this Agreement to notify the Facility Agent of any change in its long-term credit rating in accordance with Clause ‎17.3 (Information - miscellaneous), the Margin will be the highest applicable rate, being 0.60 per cent. per annum.

9.3 Due dates

Except as otherwise provided in this Agreement, accrued interest on each Loan is payable by the relevant Borrower on the last day of the Interest Period for that Loan and also, if the Interest Period is longer than six months, on the dates falling at six monthly intervals after the first day of that Interest Period.

9.4 Default interest

9.4.1 If an Obligor fails to pay any amount payable by it under the Finance Documents, it shall forthwith on demand by the Facility Agent pay interest on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate (the “default rate”) determined by the Facility Agent to be one per cent. per annum above, as applicable:

9.4.1.1 the rate on the overdue amount under Clause ‎9.1 (Interest rate) immediately before the due date (if of principal of a Loan to the end of the relevant Interest Period current at the due date of payment); and

9.4.1.2 in all other cases (including principal of a Loan following the relevant Interest Period current at the due date of payment), the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan of the overdue amount for such successive Interest Periods of such duration as the Facility Agent may determine (each a “Designated Interest Period”).

9.4.2 The default rate will be determined when the Interest Payment is determinable.

9.4.3 Default interest will be compounded at the end of each Designated Interest Period.

9.5 Notifications

9.5.1 The Facility Agent shall promptly upon an Interest Payment being determinable notify:

9.5.1.1 the Obligors' Agent of that Interest Payment;

9.5.1.2 each relevant Lender of the proportion of that Interest Payment which relates to that Lender's participation in the relevant Loan; and

9.5.1.3 the relevant Lenders and the Obligors' Agent of each applicable rate of interest relating to the determination of that Interest Payment.

This Clause ‎9.5.1 shall not apply to any Interest Payment determined pursuant to Clause ‎10.2 (Cost of funds).

9.5.2 The Facility Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan.

9.5.3 The Facility Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Loan to which Clause ‎10.2 (Cost of funds) applies.

9.5.4 This Clause ‎9.5 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.

10. CHANGES TO THE CALCULATION OF INTEREST TC "‎10 CHANGES TO THE CALCULATION OF INTEREST" \l 1

10.1 Interest calculation if no RFR or Central Bank Rate

If:

10.1.1 there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Loan; and

10.1.2 “Cost of funds will apply as a fallback” is specified in respect of that Loan in the Compounded Rate Terms for that Loan,

Clause ‎10.2 (Cost of funds) shall apply to that Loan for that Interest Period.

10.2 Cost of funds

10.2.1 If this Clause ‎10.2 applies to a Loan for an Interest Period, Clause ‎9.1 (Interest rate) shall not apply to that Loan for that Interest Period and the rate of interest on each Lender's share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

10.2.1.1 the applicable Margin; and 10.2.1.2 the rate notified to the Facility Agent by that Lender as soon as practicable and in any event, no later than 5:00 p.m. on the date falling five Business Days before the date on which interest is due to be paid in respect of that Interest Period, to be that rate which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan from whatever source it may reasonably select (such calculation of cost shall be certified in reasonable detail and disclosed to the Obligors' Agent, provided that this shall not in any way require a Lender to reveal any information it considers to be confidential about itself or its operations).

10.2.2 If this Clause ‎10.2 applies and the Facility Agent or the Obligors' Agent so requires, the Facility Agent and the Obligors' Agent shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

10.2.3 Any alternative basis agreed pursuant to Clause ‎10.2.2 above shall, with the prior consent of all the Lenders and the Obligors' Agent, be binding on all Parties.

10.2.4 If this Clause ‎10.2 applies the Facility Agent shall, as soon as is practicable, notify the Parent.

11. PAYMENTS TC "‎11 PAYMENTS" \l 1

11.1 Place

All payments by an Obligor or a Lender under the Finance Documents shall be made to the Facility Agent or as it may notify to that Obligor or that Lender for this purpose.

11.2 Funds

Payments under the Finance Documents to the Facility Agent shall be made for value on the due date at such times and in such funds as the Facility Agent may specify as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

11.3 Distribution

11.3.1 Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clauses ‎11.3.2 to ‎11.3.5, be made available by the Facility Agent to that Party by payment (on the date and in the currency and funds of receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency as it may notify to the Facility Agent for this purpose by not less than five Business Days' prior notice.

11.3.2 The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

11.3.3 Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

11.3.4 If the Facility Agent or its Affiliate or Representative on its behalf or direction (the Facility Agent and its applicable Affiliate or Representative, an “Agent Entity”) pays an amount to another Party (unless Clause ‎11.3.5 below applies) or, at the direction of such Party, that Party's Affiliate, Related Fund or Representative (such Party and its applicable Affiliate, Related Fund or Representative, an “Other Party Entity”) and it proves to be the case (in the sole determination of the Facility Agent) that:

11.3.4.1 neither the Facility Agent nor the applicable Agent Entity actually received that amount; or

11.3.4.2 such amount was otherwise paid in error (whether such error was known or ought to have been known to such other Party or applicable Other Party Entity),

then the Party to whom that amount (or the proceeds of any related exchange contract) was paid (or on whose direction its applicable Other Party Entity was paid) by the applicable Agent Entity shall hold such amount on trust or, to the extent not possible as a matter of law, for the account (or will procure that its applicable Other Party Entity holds on trust or for the account) of the Agent Entity and on demand (or will procure that its applicable Other Party Entity shall) refund the same to the Agent Entity together with interest on that amount from the date of payment to the date of receipt by that Agent Entity, calculated by the Facility Agent to reflect its cost of funds.

11.3.5 If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves (in the sole determination of the Facility Agent) to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

11.3.5.1 the Facility Agent shall notify the Parent of that Lender's identity and the Borrower to whom that sum was made available shall hold such amount on trust or, to the extent not possible as a matter of law, for the account, of the Facility Agent and on demand refund it to the Facility Agent; and

11.3.5.2 the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

11.4 Currency

11.4.1 A repayment or prepayment of a Loan or any part of a Loan is payable in US Dollars.

11.4.2 Interest is payable in US Dollars.

11.4.3 Amounts payable in respect of costs, expenses and taxes and the like are payable in the currency in which they are incurred.

11.4.4 Any other amount payable under the Finance Documents is, except as otherwise provided in the Finance Documents, payable in US Dollars.

11.5 Set-off and counterclaim

All payments made by an Obligor under the Finance Documents shall be made without set‑off or counterclaim.

11.6 Non-Business Days

11.6.1 If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

11.6.2 During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

11.7 Impaired Agent

11.7.1 If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility Agent in accordance with Clause ‎11.1 (Place) and Clause ‎11.2 (Funds) may instead either pay that amount direct to the required recipient or, if it is not reasonably practicable to pay that amount direct, pay that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the “Paying Party”) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the “Recipient Party”). In each case such payments must be made on the due date for payment under the Finance Documents.

11.7.2 All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or Recipient Parties pro rata to their respective entitlements.

11.7.3 A Party which has made a payment in accordance with this Clause ‎11.7 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

11.7.4 Promptly upon the appointment of a successor Facility Agent in accordance with Clause ‎20.11 (Resignation of the Facility Agent), each Paying Party shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause ‎11.3 (Distribution).

11.7.5 A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

11.7.5.1 that it has not given an instruction pursuant to Clause ‎11.7.4; and

11.7.5.2 that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

11.8 Partial payments

11.8.1 If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by the Borrowers under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Borrowers under the Finance Documents in the following order:

11.8.1.1 first, in or towards payment pro rata of any unpaid, fees, costs and expenses of the Facility Agent under the Finance Documents;

11.8.1.2 secondly, in or towards payment pro rata of any accrued interest due but unpaid under this Agreement;

11.8.1.3 thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

11.8.1.4 fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

11.8.2 The Facility Agent shall, if so directed by all the Lenders in the case of Clause ‎11.8.1, vary the order set out in Clauses ‎11.8.1.2 to ‎11.8.1.4.

11.8.3 Clauses ‎11.8.1 and ‎11.8.2 will override any appropriation made by any Borrower.

11.9 Disruption to Payment Systems

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Parent that a Disruption Event has occurred:

11.9.1 the Facility Agent may, and shall if requested to do so by the Parent, consult with the Parent with a view to agreeing with the Parent such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

11.9.2 the Facility Agent shall not be obliged to consult with the Parent in relation to any changes mentioned in Clause ‎11.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

11.9.3 the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in Clause ‎11.9.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

11.9.4 any such changes agreed upon by the Facility Agent and the Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause ‎26 (Amendments and Waivers);

11.9.5 the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause ‎11.9; and

11.9.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause ‎11.9.4 above.

12. TAXES TC "‎12 TAXES" \l 1

12.1 Definitions

12.1.1 In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause ‎12.2 (Tax gross-up) or a payment under Clause ‎12.3 (Tax indemnity).

12.1.2 Unless a contrary indication appears, in this Clause ‎12 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross-up

12.2.1 Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

12.2.2 The Parent shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Finance Party it shall notify the Parent and that Obligor.

12.2.3 If a Tax Deduction is required by any applicable law to be made by an Obligor to the Facility Agent or a Lender, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due to the Facility Agent or (as the case may be) the relevant Lender if no Tax Deduction had been required.

12.2.4 If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

12.2.5 Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3 Tax indemnity

12.3.1 The Parent shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

12.3.2 Clause ‎12.3.1 above shall not apply:

12.3.2.1 with respect to any Tax assessed on a Finance Party:

(a) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(b) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or 12.3.2.2 to the extent a loss, liability or cost:

(a) is compensated for by an increased payment under Clause ‎12.2 (Tax gross-up); or

(b) would have been compensated for by an increased payment under Clause ‎12.2 (Tax gross-up); or

12.3.3 A Protected Party making, or intending to make, a claim under Clause ‎12.3.1 above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Parent.

12.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause ‎12.3, notify the Facility Agent.

12.4 US Taxation - delivery of forms and statements

12.4.1 Within 31 days after the date of this Agreement, each Lender (which is not a United States person as such term is defined in section 7701(a)(30) of the US Code) shall submit to the Obligors' Agent and the Facility Agent duly completed and signed copies of either:

12.4.1.1 Form W-8BEN-E (entitling the relevant Lender to a complete exemption from withholding on all amounts to be received by it, including fees, under the Finance Documents); or

12.4.1.2 Form W-8ECI (relating to all amounts to be received by the relevant Lender, including fees, under the Finance Documents),

of the United States Internal Revenue Service.

12.4.2 Any New Lender (as defined in Clause ‎27.2 (Transfers by Lenders)) shall comply with the provisions of Clause ‎12.4.1 above within 31 days, or earlier if requested, of it becoming a New Lender under this Agreement.

12.4.3 Other than as set out in Clauses ‎12.4.1 and ‎12.4.2 above, each Lender (and any New Lender) shall submit to the Obligors' Agent and the Facility Agent such additional duly completed and signed copies of the applicable forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may be:

12.4.3.1 reasonably requested by an Obligor or the Facility Agent from that Lender (or New Lender); or

12.4.3.2 required under then current United States law or regulations to determine the United States withholding taxes on payment in respect of all amounts to be received by that Lender (or New Lender), including fees, under the Finance Documents.

12.4.4 Upon the request of an Obligor or the Facility Agent, any New Lender that is a United States person (as such term is defined in section 7701(a)(30) of the US Code) shall submit to the Obligors' Agent or the Facility Agent (as applicable) duly completed Internal Revenue Service Form W-9, establishing that it is such a United States person.

12.4.5 If any Lender (or any New Lender) determines that it is unable to submit any form or certificate that it is obliged to submit pursuant to this Clause ‎12.4, or that any information or declaration contained in any such form or certificate previously submitted has either ceased or will cease to be true, accurate and complete in all respects, it shall promptly notify the Obligors' Agent and the Facility Agent of such fact.

12.5 Tax credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

12.5.1 a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

12.5.2 that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.6 VAT

12.6.1 All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Clause ‎12.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

12.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

12.6.2.1 (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause ‎12.6.2.1 applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

12.6.2.2 (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

12.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

12.6.4 Any reference in this Clause ‎12.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term representative member to have the same meaning as in the Value Added Tax Act 1994).

12.6.5 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

12.7 FATCA Information

12.7.1 Subject to Clause ‎12.7.3, each Party shall, within ten Business Days of a reasonable request by another Party:

12.7.1.1 confirm to that other Party whether it is:

(a) a FATCA Exempt Party; or

(b) not a FATCA Exempt Party;

12.7.1.2 supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

12.7.1.3 supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

12.7.2 If a Party confirms to another Party pursuant to Clause ‎12.7.1.1 that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

12.7.3 Clause ‎12.7.1 shall not oblige any Finance Party to do anything and Clause ‎12.7.1.3 above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

12.7.3.1 any law or regulation;

12.7.3.2 any fiduciary duty; or

12.7.3.3 any duty of confidentiality.

12.7.4 If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clauses ‎12.7.1.1 or ‎12.7.1.2 (including where Clause ‎12.7.3 applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

12.7.5 If a Borrower is a US Tax Obligor or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each relevant Finance Party shall, within ten Business Days of:

12.7.5.1 where a Borrower is a US Tax Obligor and the relevant Finance Party is an Original Lender, the date of this Agreement; 12.7.5.2 where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;

12.7.5.3 the date a new US Tax Obligor accedes as a Borrower; or

12.7.5.4 where a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(a) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(b) any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Finance Party under FATCA or that other law or regulation.

12.7.6 The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a relevant Finance Party pursuant to Clause ‎12.7.5 to the relevant Borrower.

12.7.7 If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Finance Party pursuant to Clause ‎12.7.5 is or becomes materially inaccurate or incomplete, that relevant Finance Party shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for that relevant Finance Party to do so (in which case the relevant Finance Party shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

12.7.8 The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a relevant Finance Party pursuant to Clauses ‎12.7.5 or ‎12.7.7 without further verification. No Facility Agent shall be liable for any action taken by it under or in connection with Clauses ‎12.7.5 to ‎12.7.7.

12.8 FATCA Deduction

12.8.1 Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

12.8.2 Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Parent and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

13. INCREASED COSTS TC "‎13 INCREASED COSTS" \l 1

13.1 Increased costs

13.1.1 Subject to Clause ‎13.2 (Exceptions), the Parent shall forthwith on demand by a Finance Party pay to that Finance Party the amount of any increased cost incurred by it or any of its Affiliates as a result of:

13.1.1.1 any Change in Law; or 13.1.1.2 compliance with any regulation made after the date of this Agreement,

(including any law or regulation relating to taxation, change in currency of a country, or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control).

13.1.2 In this Agreement “increased cost” means:

13.1.2.1 an additional cost incurred by a Finance Party or any of its Affiliates as a result of it having entered into, or performing, maintaining or funding its obligations under, this Agreement;

13.1.2.2 that portion of an additional cost incurred by a Finance Party or any of its Affiliates in making, funding or maintaining all or any advances comprised in a class of advances formed by or including that Finance Party's participations in the Loans made or to be made under this Agreement as is attributable to a Finance Party making, funding or maintaining those participations;

13.1.2.3 a reduction in any amount payable to a Finance Party or any of its Affiliates or the effective return to a Finance Party or any of its Affiliates under this Agreement or (to the extent that it is attributable to this Agreement) on its capital; or

13.1.2.4 the amount of any payment made by a Finance Party or any of its Affiliates, or the amount of any interest or other return foregone by a Finance Party or any of its Affiliates, calculated by reference to any amount received or receivable by that Finance Party or any of its Affiliates from any other Party under this Agreement.

13.1.3 As soon as practicable after becoming aware that the Parent is liable, or will become liable, to pay any amount in accordance with the provisions of Clause ‎13.1.1, the Facility Agent will notify the Parent accordingly.

13.2 Exceptions

Clause ‎13.1 (Increased costs) does not apply to any increased cost:

13.2.1 compensated for by the operation of Clause ‎12 (Taxes);

13.2.2 attributed to any change in the rate of, or change in the basis of calculating, tax on the overall net income of a Lender (or the overall net income of a division or branch of that Lender) imposed in the jurisdiction in which its principal office for the time being is situate;

13.2.3 attributable to the implementation or application of, or compliance with Basel II or any law or regulation that implements or applies Basel II (but excluding any amendment that arises out of Basel III or CRD IV); or

13.2.4 attributable to a FATCA Deduction required to be made by a Party.

13.3 Claims

13.3.1 A Finance Party intending to make a claim for an increased cost must provide the Parent with a certificate confirming the amount of (and the calculation leading to such amount, provided that this shall not in any way require a Finance Party to reveal any information it considers to be confidential about itself or its operations), and the events giving rise to, the claim.

13.3.2 Failure or delay on the part of any Finance Party to demand compensation pursuant to this Clause shall not constitute a waiver of such Finance Party's right to demand such compensation; provided that the Parent shall not be required to compensate a Finance Party pursuant to this Clause for any increased costs incurred or reductions suffered more than six months prior to the date that such Finance Party notifies the Parent of such Finance Party's intention to claim compensation therefor.

14. ILLEGALITY TC "‎14 ILLEGALITY" \l 1

If it is or becomes unlawful in any jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so, then:

14.1 that Lender may notify the Obligors' Agent through the Facility Agent accordingly; and

14.2

14.2.1 each Borrower shall forthwith prepay the participations of that Lender and its Affiliated Lender (if any) in all the Loans made to it; and

14.2.2 the Commitments of that Lender and its Affiliated Lender (if any) shall be immediately cancelled.

15. GUARANTEE TC "‎15 GUARANTEE" \l 1

15.1 Guarantee and Indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

15.1.1 as principal obligor guarantees to each Finance Party prompt performance by each Borrower of all its obligations under the Finance Documents;

15.1.2 undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall forthwith on demand by the Facility Agent pay that amount as if that Guarantor instead of the relevant Borrower were expressed to be the principal obligor; and

15.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for that unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause ‎15 if the amount claimed had been recoverable on the basis of a guarantee.

15.2 Limitations of guarantee by Autoliv ASP, Inc.

The obligations of Autoliv ASP, Inc. under this Clause ‎15 only extend to the obligations of Autoliv, Inc. as Borrower under this Agreement.

15.3 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

15.4 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause ‎15 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

15.5 Waiver of defences

The obligations of each Guarantor under this Clause ‎15 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause ‎15 (without limitation and whether or not known to it or any Finance Party) including:

15.5.1 any time, waiver or consent granted to, or composition with, any Obligor or other person;

15.5.2 the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

15.5.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

15.5.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

15.5.5 any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

15.5.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

15.5.7 any insolvency or similar proceedings.

15.6 Guarantor intent

Without prejudice to the generality of Clause ‎15.5 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

15.7 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause ‎15. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

15.8 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

15.8.1 refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

15.8.2 hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause ‎15.

15.9 Deferral of Guarantor's rights

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause ‎15:

15.9.1 to be indemnified by an Obligor;

15.9.2 to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

15.9.3 to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

15.9.4 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause ‎15.1 (Guarantee and Indemnity);

15.9.5 to exercise any right of set-off against any Obligor; and/or

15.9.6 to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to any such rights it shall hold that benefit, payment or distribution (to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full) on trust for the Finance Parties and shall promptly pay or transfer the same as the Facility Agent may direct for application in accordance with Clause ‎11 (Payments).

15.10 Release of Guarantors' right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date that Retiring Guarantor ceases to be a Guarantor:

15.10.1 that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and 15.10.2 each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

15.11 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

15.12 Consideration and enforceability

15.12.1 Each Guarantor represents, warrants and agrees that:

15.12.1.1 it will receive valuable direct and indirect benefits as a result of the transactions financed by the Loans; and

15.12.1.2 these benefits will constitute “reasonably equivalent value” and “fair consideration” as those terms are used in the fraudulent transfer laws.

15.12.2 Each Guarantor acknowledges and agrees that the Finance Parties have acted in good faith in connection with the guarantee granted under this Clause ‎15, and the transactions contemplated by this Agreement.

15.12.3 This Clause ‎15 shall be enforceable against each Guarantor to the maximum extent permitted by the fraudulent transfer laws.

15.12.4 Each Guarantor's liability under this Clause ‎15 shall be limited so that no obligation of, or transfer by, a Guarantor under this Clause ‎15 is subject to avoidance and turnover under the fraudulent transfer laws.

15.13 US Guarantors

15.13.1 In this Agreement:

“fraudulent transfer law” means any applicable United States bankruptcy and state fraudulent transfer and conveyance statute and any related case law;

“US Debtor” means an Obligor that is incorporated or organised under the laws of the United States of America or any State of the United States of America (including the District of Columbia) or that has a place of business or property in the United States of America.

“US Guarantor” means any Guarantor that is a US Debtor; and

terms used in this Clause are to be construed in accordance with the fraudulent transfer laws.

15.13.2 Each US Guarantor acknowledges that:

15.13.2.1 it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;

15.13.2.2 those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and 15.13.2.3 each Finance Party has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Finance Documents.

15.13.3 Each Finance Party agrees that each US Guarantor's liability under this Clause is limited so that no obligation of, or transfer by, any US Guarantor under this Clause is subject to avoidance and turnover under any fraudulent transfer law.

15.13.4 Each US Guarantor represents and warrants to each Finance Party that:

15.13.4.1 the aggregate amount of its debts (including its obligations under the Finance Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets;

15.13.4.2 its capital is not unreasonably small to carry on its business as it is being conducted;

15.13.4.3 it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and

15.13.4.4 it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.

15.13.5 Each representation and warranty in this Clause ‎15.13:

15.13.5.1 is made by each US Guarantor on the date of this Agreement; and

15.13.5.2 is deemed to be repeated by each US Guarantor on the date of each Request and the first day of each Interest Period; and

is, when repeated, applied to the circumstances existing at the time of repetition.

16. REPRESENTATIONS AND WARRANTIES TC "‎16 REPRESENTATIONS AND WARRANTIES" \l 1

16.1 Representations and warranties

Each Obligor makes the representations and warranties set out in this Clause ‎16 to each Finance Party.

16.2 Status

16.2.1 It is a limited liability company, or corporation, as applicable, duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.

16.2.2 Each Material Subsidiary has the power to own its assets and carry on its business as it is being conducted.

16.3 Powers and authority

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

16.4 Legal validity

Each Finance Document to which it is or will be a party constitutes, or when executed in accordance with its terms will constitute, its legal, valid and binding obligation enforceable in accordance with its terms.

16.5 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not:

16.5.1 conflict with any law or regulation or judicial or official order;

16.5.2 conflict with the constitutional documents of any Obligor; or

16.5.3 conflict with any document which is binding upon any Obligor or any asset of any Obligor in a manner which could reasonably be expected to have a material adverse effect.

16.6 No default

16.6.1 No Default is outstanding or might result from the making of any Loan.

16.6.2 No other event is outstanding which constitutes (or with the giving of notice, lapse of time, determination of materiality or the fulfilment of any other applicable condition or any combination of the foregoing, would constitute) a default under any document which is binding on any member of the Group or any asset of any member of the Group to an extent or in a manner which could reasonably be expected to have a material adverse effect.

16.7 Authorisations

16.7.1 All authorisations which would reasonably be considered to be required in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents to which it is a party have been obtained or effected (as appropriate) and are in full force and effect.

16.7.2 All acts, conditions and things required to be done, fulfilled and performed under the laws of the United States of America in order to make the Finance Documents admissible in evidence in the United States of America have been done, fulfilled and performed.

16.8 Accounts

16.8.1 In the case of the Parent, the audited consolidated accounts of the Group most recently delivered to the Facility Agent (which, at the date of this Agreement, are the Original Group Accounts):

16.8.1.1 have been prepared in accordance with accounting principles and practices generally accepted in the USA consistently applied; and

16.8.1.2 fairly present the consolidated financial condition of the Group as at the date to which they were drawn up.

16.8.2 In the case of each Borrower other than the Parent, its audited accounts most recently delivered to the Facility Agent:

16.8.2.1 have been prepared in accordance with accounting principles and practices generally accepted in the jurisdiction of its incorporation consistently applied; and

16.8.2.2 fairly represent its financial condition as at the date to which they were drawn up.

16.9 Litigation

16.9.1 Other than as specifically disclosed to the Facility Agent prior to the date of this Agreement, no litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which are reasonably to be expected to be adversely determined, and which might, if adversely determined, have a material adverse effect.

16.9.2 In respect of any litigation, arbitration or administrative proceedings disclosed to the Facility Agent prior to the date of this Agreement, there has been no development in the conduct of those proceedings which might have a material adverse effect.

16.10 Taxes on payments

It will not be required to make any deduction or withholding from any payment it may make to any Finance Party under the Finance Documents.

16.11 No immunity

In any proceedings taken in England and Wales or any other relevant state or jurisdiction, in each case in relation to the Finance Documents, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

16.12 Pari passu ranking

Its obligations under the Finance Documents will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application.

16.13 Winding up: re-organisation etc.

It has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against it for its winding-up, dissolution, administration or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues.

16.14 Environmental Law

Other than as specifically disclosed to the Facility Agent prior to the date of this Agreement, each Obligor is and has been in compliance with all applicable Environmental Laws and Environmental Licenses in all material respects and, so far as it is aware, there are no circumstances that may at any time prevent or interfere with continued compliance by it with all applicable Environmental Laws and Environmental Licenses in all material respects. Other than as disclosed to the Facility Agent prior to the date of this Agreement, no Environmental Claim is pending or, to the best of its knowledge, threatened against it or any of its properties.

16.15 ERISA

Each Plan of the Obligors and their respective ERISA Affiliates complies in all material respects with all applicable requirements of law and regulation. No Reportable Event has occurred with respect to any Plan which might have a material adverse effect, and no steps have been taken to terminate any Plan. No Obligor or any Subsidiary or ERISA Affiliate of an Obligor has had a complete or partial withdrawal from any Multiemployer Plan or initiated any steps to do so.

16.16 Investment Company Act

No Obligor is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the United States Investment Company Act of 1940, as amended.

16.17 Federal Power Act

No Obligor is a “public utility” within the meaning of, or otherwise subject to regulation under, the United States Federal Power Act.

16.18 Other regulation

No Obligor is subject to regulation under any United States federal or state statute or regulation that limits its ability to incur or guarantee indebtedness.

16.19 Margin Stock

16.19.1 The proceeds of the Loans have been and will be used only for the purposes described in Clause ‎3 (Purpose).

16.19.2 No Obligor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations U and X of the Board of Governors of the United States Federal Reserve System).

16.19.3 None of the transactions contemplated in this Agreement (including, without limitation, the borrowings hereunder and the use of the proceeds thereof) will violate or result in a violation of section 7 of the Securities Exchange Act of 1934 (or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X).

16.20 Solvency

16.20.1 The Parent has not incurred and does not intend to incur or believe it will incur debts beyond its ability to pay as they mature.

16.20.2 The Parent has made no transfer or incurred any obligation under this Agreement with the intent to hinder, delay or defraud any of its present or future creditors.

16.20.3 For purposes of this Clause ‎16.20:

16.20.3.1 “debt” means any liability on a claim;

16.20.3.2 “claim” means (A) any right to payment, whether or not that right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) any right to an equitable remedy for breach of performance if that breach gives rise to payment, whether or not the right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and

16.20.3.3 terms used in this Clause ‎16.20 shall be construed in accordance with the applicable United States bankruptcy and New York fraudulent conveyance statutes and the related case law.

16.21 Stamp duties

No stamp or registration duty or similar taxes or charges are payable in respect of any Finance Document.

16.22 No Security Interests

Other than as permitted by the provisions of Clause ‎18.4 (Negative pledge), no Security Interest exists over all or any of its present or future revenues or assets.

16.23 Material adverse change

There has been no material adverse change in the condition (financial or otherwise) of any Borrower or the Group as a whole since the date of the Original Group Accounts.

16.24 Jurisdiction and governing law

16.24.1 Its:

16.24.1.1 irrevocable submission under this Agreement to the jurisdiction of the courts of England and Wales;

16.24.1.2 agreement that this Agreement and any non-contractual obligations arising out of it are governed by English law; and

16.24.1.3 agreement not to claim any immunity to which it or its assets may be entitled,

are legal, valid and binding under the laws of its jurisdiction of incorporation.

16.24.2 Any judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation.

16.25 Anti-Corruption Laws; Anti-Money Laundering Laws

16.25.1 Each member of the Group maintains policies designed to promote compliance with Anti-Corruption Laws and Anti-Money Laundering Laws applicable to it and, to the best of its knowledge and belief, having made due and careful enquiry, each such member has conducted its business in accordance, and is in compliance, with those laws, regulations or rules.

16.25.2 No member of the Group has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person for the benefit of a Borrower or its Subsidiaries, or to otherwise secure any improper advantage.

16.26 Sanctions

16.26.1 Each member of the Group maintains policies designed to promote compliance with Sanctions Laws applicable to it.

16.26.2 No Utilisation, use of proceeds or other transaction contemplated by this Agreement will result in a violation of any Anti-Corruption Law or Sanctions Laws by any member of the Group.

16.26.3 No Obligor, nor any of its respective Subsidiaries or its (or its respective Subsidiaries’) directors or officers or (to the best of its knowledge and belief, having made due and careful inquiry) its (or its respective Subsidiaries') employees or agents:

16.26.3.1 is a Sanctions Restricted Party;

16.26.3.2 is, to the extent it is or should be aware, subject to or involved in any action, claim, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority;

16.26.3.3 has, to the best of its knowledge and belief, having made due and careful inquiry, directly or indirectly engaged in transactions on behalf of the Group or any Obligor with a Sanctions Restricted Party save to the extent that such a transaction is expressly permitted by the relevant Sanctions Laws; or 16.26.3.4 has directly or indirectly has engaged in or engages in transactions on behalf of the Group or any Obligor that evade or violate, are intended to evade or violate or attempt to evade or violate, any Sanctions Laws.

16.26.4 The Group does not conduct business in Cuba, Iran, North Korea, Syria, Crimea or the non-government-controlled territories of the Donetsk and Luhansk oblasts.

16.26.5 The representations and warranties set out in Clauses ‎16.26.1 to ‎16.26.4 above shall not be made by nor apply to any Obligor in so far as they would violate or expose any Party (including such Obligor) or any of its Subsidiaries or any director, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung - AWV)).

16.27 Times for making representations and warranties

The representations and warranties set out in this Clause ‎16:

16.27.1 are made on the date of this Agreement; and

16.27.2 (with the exception of Clause ‎16.10 (Taxes on payments), Clause ‎16.21 (Stamp duties), Clause ‎16.23 (Material adverse change) and this Clause ‎16.27) are deemed to be repeated by each Obligor on the date of each Request and the first day of each Interest Period, in each case with reference to the facts and circumstances then existing.

17. INFORMATION UNDERTAKINGS TC "‎17 INFORMATION UNDERTAKINGS" \l 1

17.1 Duration

The undertakings in this Clause ‎17 remain in force from the date of this Agreement for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.

17.2 Financial information

The Parent shall supply to the Facility Agent in sufficient copies for all the Lenders:

17.2.1 as soon as the same are available (and in any event within 180 days of the end of each of its financial years):

17.2.1.1 its audited consolidated accounts for that financial year; and

17.2.1.2 the audited accounts of each Borrower and Autoliv ASP, Inc. for that financial year;

17.2.2 as soon as the same are available (and in any event within 90 days of the end of the first half-year of each of its financial years):

17.2.2.1 its unaudited consolidated accounts for that half-year; and

17.2.2.2 the unaudited accounts of Autoliv ASP, Inc. for that half-year;

17.2.3 as soon as the same are available (and in any event within 60 days of the end of each financial quarter):

17.2.3.1 its unaudited consolidated accounts for that financial quarter; and 17.2.3.2 subject to Clause ‎17.2.4, the unaudited accounts of Autoliv ASP, Inc. for that financial quarter; and

17.2.4 as soon as the same are available (and in any event within 120 days of the end of that financial quarter) the unaudited accounts of Autoliv ASP, Inc. for the fourth quarter of that financial year.

17.3 Information - miscellaneous

The Parent shall supply to the Facility Agent:

17.3.1 any press release issued by the Parent and any information in the possession or control of any member of the Group regarding its financial condition and operations about matters which are reasonably likely to affect any Finance Party's rights under the Finance Documents;

17.3.2 (unless already provided to the Facility Agent) promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending, and which might, if adversely determined, have a material adverse effect on the financial condition of any Material Subsidiary or on the Group as a whole or on the ability of any Obligor to perform its obligations under this Agreement;

17.3.3 promptly, such further information in the possession or control of any member of the Group regarding its financial condition and operations as any Finance Party may reasonably request;

17.3.4 immediately upon its occurrence, details of any change in the credit rating assigned to the Parent's long term unsecured and unsubordinated debt by any of the Rating Agencies;

17.3.5 promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any of its direct or indirect owners or any other member of the Group or any of their respective directors, officers or employees as well as information on what steps are being taken with regards to answer or oppose such; and

17.3.6 promptly upon becoming aware that it, any of its direct or indirect owners or any other member of the Group or any of their respective directors, officers or employees has become or is likely to become a Sanctions Restricted Party.

17.4 Notification of Default

17.4.1 Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon its occurrence (unless that Obligor is aware that another Obligor has already made the relevant notification).

17.4.2 Each Obligor shall notify (unless that Obligor is aware that another Obligor has already made the relevant notification) the Facility Agent of:

17.4.2.1 any breach of Clause ‎18.21 (Sanctions) (and the steps, if any, being taken to remedy it); and

17.4.2.2 any representation, warranty or statement made or repeated or deemed to be repeated in or in connection with Clause ‎16.26 (Sanctions) being incorrect in any material respect when made or repeated or deemed to be repeated,

promptly upon becoming aware of it.

17.5 Compliance certificates

17.5.1 The Parent shall supply to the Facility Agent:

17.5.1.1 within five Business Days of delivery of the accounts specified in Clauses ‎17.2.1.1, ‎17.2.2.1 and ‎17.2.3.1; and

17.5.1.2 promptly at any other time, if the Facility Agent so requests, a Compliance Certificate signed by one of its senior officers on its behalf:

(a) setting out computations as to compliance with Clause ‎18.18 (Subsidiary Borrowings) as at the date at which the accounts referred to in Clause ‎17.5.1.1 were drawn up;

(b) confirming the credit ratings which currently apply to the Parent's long term unsecured and unsubordinated debt; and

(c) certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it.

17.5.2 The Parent is not required to supply a Compliance Certificate (the “First Certificate”) with the audited consolidated accounts delivered in accordance with Clause ‎17.2.1.1 if that First Certificate would be the same as the Compliance Certificate (the “Second Certificate”) supplied with the unaudited consolidated accounts delivered in accordance with Clause ‎17.2.3.1 in respect of the fourth financial quarter of that financial year in such a situation. The Parent must instead confirm in writing to the Facility Agent that the First Certificate would be the same as the Second Certificate.

18. GENERAL UNDERTAKINGS TC "‎18 GENERAL UNDERTAKINGS" \l 1

18.1 Duration

The undertakings in this Clause ‎18 remain in force from the date of this Agreement for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.

18.2 Authorisations

Each Obligor shall promptly:

18.2.1 obtain, maintain and comply with the terms of; and

18.2.2 supply certified copies to the Facility Agent of,

any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.

18.3 Pari passu ranking

Each Obligor shall procure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured obligations, except for obligations mandatorily preferred by law applying to companies generally.

18.4 Negative pledge

18.4.1 No Obligor shall, and the Parent shall procure that no other member of the Group will, create or permit to subsist any Security Interest on any of its assets (other than Unrestricted Margin Stock).

18.4.2 Clause ‎18.4.1 does not apply to:

18.4.2.1 any lien arising by operation of law in the ordinary course of business and securing amounts not more than 30 days overdue;

18.4.2.2 any Security Interest disclosed in writing to the Facility Agent prior to the execution of this Agreement which secures Financial Indebtedness outstanding at the date of this Agreement;

18.4.2.3 any Security Interest arising in relation to set-off arrangements between cash balances and bank borrowings with the same bank which arise in the ordinary course of business;

18.4.2.4 any Security Interest existing at the time of acquisition on or over any asset acquired by a member of the Group after the date of this Agreement which was not created in contemplation of or in connection with that acquisition, provided that the principal amount secured by such Security Interest and outstanding at the time of acquisition is not subsequently increased and the Security Interest is discharged within three months;

18.4.2.5 in the case of any company which becomes a member of the Group after the date of this Agreement, any Security Interest existing on or over its assets when it becomes a member of the Group which was not created in contemplation of or in connection with it becoming a member of the Group, provided that:

(a) the principal amount secured by such Security Interest and outstanding when the relevant company became a member of the Group is not increased;

(b) no amount is secured by any such Security Interest which is not secured by the relevant Security Interest when the relevant company becomes a member of the Group; and

18.4.2.6 any Security Interest replacing any of the Security Interests permitted by Clauses ‎18.4.2.4 and ‎18.4.2.5, provided that the amount secured by any replacement Security Interest shall not exceed the amount outstanding and secured by the original Security Interest at the time of the creation of the replacement Security Interest, the value of the replacement asset over which the replacement Security Interest is created does not exceed the value of the asset over which the original Security Interest was held, the replacement Security Interest secures the same obligations as the original Security Interest and such replacement Security Interest is discharged within the original three month period specified in Clauses ‎18.4.2.4 and ‎18.4.2.5; and

18.4.2.7 any other Security Interest provided that at the time that the Security Interest is created, the aggregate amount of indebtedness secured by all Security Interests permitted under this Clause ‎18.4.2.7 (other than those permitted by Clause ‎18.4.2.1 to ‎18.4.2.6), when taken together with the aggregate value of financing raised or the amount involved in the financing of an asset in transactions described in Clause ‎18.5 (Transactions similar to security), does not exceed five per cent. of the book value of the consolidated total assets of the Group, as determined by reference to the most recent consolidated accounts of the Group delivered pursuant to Clause ‎17.2 (Financial information).

18.5 Transactions similar to security

18.5.1 No Obligor shall, and the Parent shall procure that no other Material Subsidiary will:

18.5.1.1 sell, transfer or otherwise dispose of a material part of its assets (either in one transaction or a series of transactions, whether related or not) on terms whereby it is or may be leased to or re-acquired or acquired by a member of the Group or any of its related entities; or

18.5.1.2 sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading,

in each case, in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset, save where the aggregate of (a) financing raised or the amount involved in the financing of the acquisition of an asset in transactions described in this Clause ‎18.5 and (b) the Security Interests permitted by Clause ‎18.4.2.7, does not exceed five per cent. of the book value of the consolidated total assets of the Group, as determined by reference to the most recent consolidated accounts of the Group delivered pursuant to Clause ‎17.2 (Financial information).

18.5.2 Clause ‎18.5.1 above does not apply to Unrestricted Margin Stock.

18.6 Disposals

18.6.1 No Obligor shall, and the Parent shall procure that no other Material Subsidiary will, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its assets.

18.6.2 Clause ‎18.6.1 does not apply to:

18.6.2.1 disposals made in the ordinary course of business of the disposing entity; or

18.6.2.2 disposals of assets in exchange for other assets comparable or superior as to type, value and quality; or

18.6.2.3 disposals made on an arm’s length basis for full market consideration; or

18.6.2.4 disposals made with the prior written consent of the Majority Lenders; or

18.6.2.5 any disposal of assets from:

(a) an Obligor to another Obligor; or

(b) a Material Subsidiary (other than an Obligor) to an Obligor or any other Subsidiary; or

provided that all such disposals in this Clause ‎18.6.2.5 are made for full market consideration.

18.7 Change of business

The Parent shall procure that no substantial change is made to the general nature or scope of the business of the Parent or of the Group from that carried on at the date of this Agreement.

18.8 Mergers

The Parent shall not, without the prior written consent of the Majority Lenders, finalise or effectuate any amalgamation, demerger, merger or reconstruction.

18.9 Insurances

Each Obligor shall, and the Parent will procure that the Group taken as a whole will, effect and maintain such insurance over and in respect of its property, assets and business with reputable underwriters or insurance companies and in such a manner and to such extent as is reasonable and customary for a business enterprise engaged in the same or similar businesses and in the same or similar localities.

18.10 Third party guarantees

No Obligor shall, and will ensure that no other member of the Group shall, without the prior consent of the Majority Lenders, grant any guarantee, bond, indemnity, counter-indemnity or similar instrument in respect of any material obligation of a person other than a member of the Group, save for:

18.10.1 on the terms of the Finance Documents; or

18.10.2 any guarantee related to the purchase or supply of goods and/or services by such Obligor or a member of the Group or a consortium or a group of companies of which such Obligor or a member of the Group is a party, which guarantee is given in the ordinary course of business.

18.11 Environmental Matters

Each Obligor that directly or indirectly owns, leases, occupies or uses real property in the United States shall, in all material respects, comply with:

18.11.1 all applicable Environmental Law; and

18.11.2 the terms and conditions of all Environmental Licenses applicable to it,

and for this purpose will implement procedures to monitor compliance with and to prevent any liability under Environmental Law.

18.12 Notice requirements

Each Obligor will give the Facility Agent prompt notice of the occurrence of any of the following events:

18.12.1 non-compliance in any material respect with any Environmental Law or Environmental License of which it is aware;

18.12.2 any Environmental Claim or any other claim, notice or other communication served on it in respect of any alleged breach of any Environmental Law or Environmental License which could reasonably be expected to have a material adverse effect;

18.12.3 any actual or suspected Environmental Contamination which might have a material adverse effect; 18.12.5 termination of any Plan maintained, or contributed to, by the Obligor or any ERISA Affiliate or any action that might result in termination of a Plan; or

18.12.4 any Reportable Event;

18.12.6 complete or partial withdrawal from any Multiemployer Plan by the Obligor or any ERISA Affiliate or any action that might result in complete or partial withdrawal from any Multiemployer Plan.

In each notice delivered under this Clause, the relevant Obligor will include reasonable details concerning the occurrence that is the subject of the notice as well as the Obligor's proposed course of action, if any. Delivery of a notice under this Clause will not affect the Obligor's obligations to comply with any other provision of this Agreement.

18.13 Investment Company Act

No Obligor will, either by act or omission, become, or permit any other Obligor to become, an “investment company” or a company “controlled” by an “investment company”, within the meaning of the United States Investment Company Act of 1940, as amended.

18.14 Public utility status

No Obligor will, either by act or omission, become or permit any other Obligor or, as a result of its obligations under this Agreement, the Lender to become subject to regulation under the United States Federal Power Act of 1920, as amended.

18.15 ERISA

No Obligor will take any action or omit to take any action or permit any Subsidiary or ERISA Affiliate to take any action or omit to take any action with respect to any Plan that might result in the imposition of a lien or other Security Interest on any property of the Obligor or any Subsidiary or otherwise have a material adverse effect.

18.16 Margin Stock

The Obligors will use the proceeds of the Loans only for the purpose described in Clause ‎3 (Purpose). No Obligor will engage in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations U and X issued by the Board of Governors of the United States Federal Reserve System). The Obligors shall procure that none of the proceeds of the Loans will be used for any purpose that will violate or result in the violation of section 7 of the Securities Exchange Act of 1934 (or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X). If requested by the Facility Agent, the Obligors' Agent will furnish to the Facility Agent in connection with any Loan hereunder a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.

18.17 Solvency

The Parent will, at all times, maintain sufficient capital to conduct its current and proposed business and operations, maintain its ability to pay its debts as they become due, and continue to own property having a value - both at fair valuation and at present fair saleable value - greater than the total amount of the probable liability of the Parent on its debts and obligations (including this Agreement).

18.18 Subsidiary Borrowings

18.18.1 In this Clause ‎18.18:

“Borrowings” means:

(a) the outstanding principal amount of any monies borrowed;

(b) the outstanding principal amount of any debenture, bond, note, loan stock or other security; (c) the outstanding principal amount of any acceptance under any acceptance credit opened by a bank or other financial institution and not attributable to goods or documents of title to goods in the ordinary course of documentary credit transactions;

(d) the principal amount, outstanding for more than 90 days on its original terms and created in connection with the payment of the acquisition price of any asset before or after the time of acquisition or possession by the party liable, where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of an asset;

(e) any fixed or minimum premium payable on the repayment or redemption of any instrument referred to in paragraph ‎(b) above; and

(f) the outstanding principal amount of any indebtedness of any person of a type referred to in paragraphs ‎(a) to ‎(e) above which is the subject of a guarantee indemnity and/or other form of assurance against financial loss.

For the avoidance of doubt, the amount of any provision for pension liabilities made in the accounts delivered in accordance with Clause ‎17.2 (Financial information) shall not constitute Borrowings for the purposes of this definition.

“Subsidiary Borrowings” means, at any time, the aggregate amount of all Borrowings of the Parent's Subsidiaries (other than Obligors) at that time ((i) excluding any Borrowing owed by one member of the Group to another member of the Group, and (ii) without double counting in relation to guarantees given by one Subsidiary in relation to the Borrowings of another).

18.18.2 For the purposes of this Clause ‎18.18 figures shall be expressed in US Dollars and, where any currency has to be converted into US Dollars for this purpose, such conversion shall be made at the rate of exchange applied in the relevant financial accounts delivered under Clause ‎17.2 (Financial information).

18.18.3 The Parent shall procure that Subsidiary Borrowings shall not exceed US$600,000,000 (or its equivalent in other currencies) at any time.

18.19 Know your customer requirements

18.19.1 Each Obligor must promptly on the request of any Finance Party supply to that Finance Party documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements.

18.19.2 Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all applicable know your customer requirements.

18.19.3 Each Lender agrees that any information it receives under this Clause ‎18.19 shall be kept confidential in accordance with Clause ‎28 (Disclosure of Information).

18.20 Anti-Corruption Laws; Anti-Money Laundering Laws

18.20.1 Each Obligor shall ensure that it, and each of its Subsidiaries:

18.20.1.1 maintains policies designed to promote compliance with Anti-Corruption Laws and Anti-Money Laundering Laws applicable to it; and 18.20.1.2 (and each of its directors, officers or employees) complies at all times (to the best of its knowledge and belief, having made due and careful enquiry) with those laws, regulations or rules.

18.20.2 No Obligor will (and each Obligor shall ensure that none of their respective Subsidiaries will) directly or indirectly use the proceeds of the Loans for any purpose which would breach Anti-Corruption Laws applicable to it.

18.21 Sanctions

18.21.1 Each Obligor shall ensure that none of them, nor any of their respective Subsidiaries or their (or their respective Subsidiaries') directors, officers or employees when acting on behalf of the Group or any Obligor:

18.21.1.1 is or will become a Sanctions Restricted Party;

18.21.1.2 acts or will act on behalf of a Sanctions Restricted Party;

18.21.1.3 require any Finance Party to take any action that would cause it to violate any Sanctions Laws, it being understood that any Finance Party can refuse to honour any such request otherwise validly made by a Borrower under this Agreement; and

18.21.1.4 breach any Sanctions Laws.

18.21.2 No Obligor will (and each Obligor shall ensure that none of their respective Subsidiaries will) directly or indirectly use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds:

18.21.2.1 to, or for the benefit of, any person who, at the time at which such proceeds are used, lent, contributed or otherwise made available to, or for the benefit of, that person, is a Sanctions Restricted Party;

18.21.2.2 in any other manner that would result in a violation of Sanctions Laws by any person (including any person participating in a Loan hereunder, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise); or

18.21.2.3 otherwise in breach of Sanctions Laws or which would otherwise result in any Party being in breach of any Sanctions Laws or becoming a Sanctions Restricted Party.

18.21.3 Each Obligor will maintain policies designed to promote compliance by it and its respective Subsidiaries with Sanctions Laws applicable to it and its respective Subsidiaries and its business and the business of its respective Subsidiaries.

18.21.4 Clauses ‎18.21.1 to ‎18.21.3 above shall not apply in so far as they would result in any Party or any of its Subsidiaries or any director, officer or employee thereof being in breach of any anti-boycott or blocking law, regulation or statute that is in force from time to time and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung - AWV)).

18.22 Direct electronic delivery by Parent

The Parent may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender in accordance with Clause ‎36.3 (Electronic communication) to the extent that Lender and the Facility Agent agree to this method of delivery.

19. DEFAULT TC "‎19 DEFAULT" \l 1

19.1 Events of Default

Each of the events set out in this Clause ‎19 is an Event of Default (whether or not caused by any reason whatsoever outside the control of an Obligor or any other person).

19.2 Non-payment

An Obligor does not pay on the due date any amount payable by it under the Finance Documents at the place at and in the currency in which it is expressed to be payable and, if the non-payment is caused solely by administrative or technical error, or relates solely to non-payment of interest or fees, it is not remedied within three Business Days.

19.3 Breach of other obligations

An Obligor does not comply with any provision of the Finance Documents (other than Clause ‎18.21 (Sanctions) and those referred to in Clause ‎19.2 (Non-payment)), provided that, if such non-compliance is capable of remedy, such non-compliance remains unremedied for a period of 14 days.

19.4 Misrepresentation

A representation, warranty or statement made or repeated or deemed to be repeated in or in connection with any Finance Document or in any document delivered by or on behalf of an Obligor under or in connection with any Finance Document (other than the representations and warranties in Clause ‎16.26 (Sanctions)) is incorrect in any material respect when made or repeated or deemed to be repeated.

19.5 Cross-default

19.5.1 Any Financial Indebtedness of a member of the Group is not paid when due or within any applicable grace period provided for in the relevant documentation.

19.5.2 An event of default howsoever described occurs under any document relating to Financial Indebtedness of a member of the Group.

19.5.3 Any Financial Indebtedness of a member of the Group becomes prematurely due and payable or is placed on demand as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness.

19.5.4 Any commitment for, or underwriting of, any Financial Indebtedness of a member of the Group is cancelled or suspended as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness.

19.5.5 Any Security Interest securing Financial Indebtedness over any asset of a member of the Group becomes enforceable.

19.5.6 No Event of Default shall occur under this Clause ‎19.5 unless the aggregate amount of all the Financial Indebtedness with respect to which an event or events under Clauses ‎19.5.1 to ‎19.5.5 occurs or occur is at least US$80,000,000 (or its equivalent in other currencies).

19.6 Insolvency

19.6.1 An Obligor or any Material Subsidiary is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due.

19.6.2 An Obligor or any Material Subsidiary suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness.

19.6.3 An Obligor or any Material Subsidiary, by reason of financial difficulties, begins negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to the readjustment or rescheduling of any of its indebtedness.

19.7 Insolvency proceedings

19.7.1 Any step (including petition, proposal or convening a meeting) is taken with a view to a composition, assignment or arrangement with any creditors of an Obligor or any Material Subsidiary.

19.7.2 A meeting of an Obligor or any Material Subsidiary is convened for the purpose of considering any resolution for (or to petition for) its winding-up or for its administration or any such resolution is passed.

19.7.3 Any person presents a petition for the winding-up or for the administration of an Obligor or any Material Subsidiary, other than a petition which is frivolous or vexatious, or which is dismissed within 30 days.

19.7.4 An order for the winding-up or administration of an Obligor or any Material Subsidiary is made.

19.7.5 Any other step (including petition, proposal or convening a meeting) is taken with a view to the rehabilitation, administration, custodianship, liquidation, winding-up or dissolution of an Obligor or any Material Subsidiary or any other insolvency proceedings involving an Obligor or any Material Subsidiary, unless such step is taken by a third party and is frivolous or vexatious.

19.8 Appointment of receivers and managers

19.8.1 Any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like is appointed in respect of an Obligor or any Material Subsidiary or any part of its assets.

19.8.2 The directors of an Obligor or any Material Subsidiary requests the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like.

19.8.3 Any other steps are taken to enforce any Security Interest over any part of the assets of an Obligor or any Material Subsidiary, unless such steps are considered (in the reasonable opinion of the Facility Agent) to be frivolous or vexatious.

19.9 Creditors' process

Any attachment, sequestration, distress or execution affects any asset of an Obligor or any Material Subsidiary and is not discharged within 14 days.

19.10 Analogous proceedings

There occurs, in relation to an Obligor or any Material Subsidiary, any event anywhere which appears to correspond with any of those mentioned in Clauses ‎19.6 (Insolvency) to ‎19.9 (Creditors' process) (inclusive).

19.11 Cessation of business

An Obligor or any Material Subsidiary ceases, or threatens to cease, to carry on all or a substantial part of its business.

19.12 US Bankruptcy Laws

19.12.1 Any Obligor makes a general assignment for the benefit of creditors.

19.12.2 Any Obligor commences a voluntary case or proceeding under the United States Bankruptcy Code or under any other United States Federal or State bankruptcy, insolvency or other similar law (collectively “US Bankruptcy Law”).

19.12.3 An involuntary case under any US Bankruptcy Law is commenced against any Obligor and the petition is not controverted within 90 days and is not dismissed or stayed within 60 days after commencement of the case.

19.12.4 A custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator or other similar official is appointed under any US Bankruptcy Law for or takes charge of, all or substantial part of the property of any Obligor.

19.12.5 An order for relief or other order approving any case or proceeding is entered under any US Bankruptcy Law.

19.13 ERISA

19.13.1 Any event or condition occurs that presents a material risk that any Obligor or any ERISA Affiliate may incur a material liability to a Plan or, with respect to any Plan, to the United States Internal Revenue Service or to the United States Pension Benefit Guaranty Corporation.

19.13.2 Any failure by any Plan to satisfy the minimum funding requirements of section 412 or 430 of the US Code, as amended, or section 302 of ERISA applicable to such Plan, whether or not waived, where such failure could reasonably be expected to result in a material adverse effect.

19.14 Acceleration

19.14.1 Upon the occurrence of an Event of Default described in Clause ‎19.12 (US Bankruptcy Laws):

19.14.1.1 the Total Commitments will, if not already cancelled under this Agreement, immediately and automatically be cancelled; and

19.14.1.2 the Loans, together with accrued interest, and all other amounts outstanding under the Finance Documents, will be immediately due and payable, without the requirement of notice or any other formality.

19.14.2 On and at any time after the occurrence of an Event of Default for as long as such Event of Default is continuing (other than an Event of Default described in Clause ‎19.12 (US Bankruptcy Laws)) the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Obligors' Agent:

19.14.2.1 cancel each Available Commitment of each Lender, whereupon each such Available Commitment shall immediately be cancelled and the Facility shall immediately cease to be available for further utilisation; and/or

19.14.2.2 demand that all or part of the Loans, together with accrued interest and all other amounts accrued under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

19.14.2.3 demand that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders.

20. ROLE OF THE FACILITY AGENT TC "‎20 ROLE OF THE FACILITY AGENT" \l 1

20.1 Appointment and duties of the Facility Agent

20.1.1 Each Finance Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

20.1.2 Each Party appointing the Facility Agent irrevocably authorises the Facility Agent on its behalf to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Finance Documents, together with any other incidental rights, powers and discretions.

20.2 Duties of the Facility Agent

20.2.1 The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

20.2.2 Subject to Clause ‎20.2.3, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

20.2.3 Clause ‎20.2.2 shall not apply to any Novation Certificate.

20.2.4 Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

20.2.5 If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

20.2.6 If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than itself) under this Agreement it shall promptly notify the other Finance Parties.

20.2.7 The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

20.3 Instructions

20.3.1 The Facility Agent shall:

20.3.1.1 unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it in accordance with any instructions given to it by:

(a) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(b) in all other cases, the Majority Lenders; and

20.3.1.2 not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with Clause ‎20.3.1.1.

20.3.2 The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

20.3.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

20.3.4 The Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

20.3.5 In the absence of instructions, the Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

20.3.6 The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

20.4 No fiduciary duties

20.4.1 Nothing in any Finance Document constitutes the Facility Agent as a trustee or fiduciary of any other person.

20.4.2 The Facility Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

20.5 Business with the Group

The Facility Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with any member of the Group.

20.6 Rights and discretions

20.6.1 The Facility Agent may rely on:

20.6.1.1 any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

20.6.1.2 assume that:

(a) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(b) unless it has received notice of revocation, that those instructions have not been revoked; and

20.6.1.3 rely on a certificate from any person:

(a) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (b) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of Clause ‎20.6.1.3(a), may assume the truth and accuracy of that certificate.

20.6.2 The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent) that:

20.6.2.1 no Default has occurred (unless it has actual knowledge of a Default arising under Clause ‎19.2 (Non-payment));

20.6.2.2 any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

20.6.2.3 any notice or request made by the Parent is made on behalf of and with the consent and knowledge of all the Obligors.

20.6.3 The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

20.6.4 Without prejudice to the generality of Clause ‎20.6.3 above or Clause ‎20.6.5 below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be necessary.

20.6.5 The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

20.6.6 The Facility Agent may act in relation to the Finance Documents through its officers, employees and agents.

20.6.7 Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

20.6.8 Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

20.6.9 Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

20.7 Responsibility for documentation

The Facility Agent is not responsible to any other Party for:

20.7.1 the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or 20.7.2 the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

20.7.3 any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

20.8 No duty to monitor

The Facility Agent shall not be bound to enquire:

20.8.1 whether or not any Default has occurred;

20.8.2 as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

20.8.3 whether any other event specified in any Finance Document has occurred.

20.9 Exclusion of liability

20.9.1 Without limiting Clause ‎20.9.2 (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

20.9.1.1 any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct;

20.9.1.2 exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or

20.9.1.3 without prejudice to the generality of Clauses ‎20.9.1.1 and ‎20.9.1.2, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of:

(a) any act, event or circumstance not reasonably within its control; or

(b) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

20.9.2 No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Facility Agent may rely on this Clause ‎20.9.2 and enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

20.9.3 The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

20.9.4 Nothing in this Agreement shall oblige the Facility Agent to carry out:

20.9.4.1 any “know your customer” or other checks in relation to any person; or

20.9.4.2 any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender,

on behalf of any Lender and each Lender confirms to the Facility Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent.

20.9.5 Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability of the Facility Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

20.10 Indemnities

20.10.1 Without limiting the liability of any Borrower under the Finance Documents, each Lender shall forthwith on demand indemnify the Facility Agent for that Lender's proportion of any liability or loss (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent in any way relating to or arising out of its acting as the Facility Agent, except to the extent that the liability or loss arises directly from the Facility Agent's gross negligence or wilful misconduct (or, in the case of any cost, loss or liability pursuant to Clause ‎11.9 (Disruption to Payment Systems) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent).

20.10.2 A Lender's proportion of the liability or loss set out in Clause ‎20.10.1 above will be the proportion which its participation in the Loans (if any) bears to the aggregate amount of all the Loans on the date of the demand. However, if there are no such Loans outstanding on the date of demand, then the proportion will be the proportion which its Commitment bears to the Total Commitments at the date of demand or, if the Total Commitments have then been cancelled, bore to the Total Commitments immediately before being cancelled.

20.11 Resignation of the Facility Agent

20.11.1 The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Parent.

20.11.2 Alternatively the Facility Agent may resign by giving 30 days' notice to the Lenders and the Parent, in which case the Majority Lenders (after consultation with the Parent) may appoint a successor Facility Agent.

20.11.3 If the Majority Lenders have not appointed a successor Facility Agent in accordance with Clause ‎20.11.2 within 20 days after notice of resignation was given, the retiring Facility Agent (after consultation with the Parent) may appoint a successor Facility Agent.

20.11.4 If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under Clause ‎20.11.3, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement) agree with the proposed successor Facility Agent amendments to this Clause ‎20 and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent's normal fee rates and those amendments will bind the Parties.

20.11.5 The retiring Facility Agent shall, at its own cost make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as agent under the Finance Documents. The Parent shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

20.11.6 The Facility Agent's resignation notice shall only take effect upon the appointment of a successor. On giving the notification, the successor Facility Agent will succeed to the position of the relevant Facility Agent and the term “Facility Agent” will mean the successor Facility Agent.

20.11.7 Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause ‎20.11.5) but shall remain entitled to the benefit of Clause ‎24.2 (Indemnity to the Facility Agent) and this Clause ‎20 (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

20.11.8 After consultation with the Parent, the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with Clause ‎20.11.2. In this event, the Facility Agent shall resign in accordance with Clause ‎20.11.2.

20.11.9 The Facility Agent shall resign in accordance with Clause ‎20.11.2 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to Clause ‎20.11.3) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

20.11.9.1 the Facility Agent fails to respond to a request under Clause ‎12.7 (FATCA Information) and the Parent or a Finance Party reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; 20.11.9.2 the information supplied by the Facility Agent pursuant to Clause ‎12.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

20.11.9.3 the Facility Agent notifies the Parent and a Finance Party that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Parent or a Finance Party reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Parent or that Finance Party, by notice to the Facility Agent, requires it to resign.

20.12 Confidentiality

20.12.1 In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

20.12.2 If information is received by another division or department of the Facility Agent, it may be treated as confidential to that division or department and the Facility Agent shall not be deemed to have notice of it.

20.13 Relationship with the Lenders

20.13.1 The Facility Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

20.13.1.1 entitled to or liable for any payment due under any Finance Document on that day; and

20.13.1.2 entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

20.13.2 Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic mail or other electronic means is permitted under Clause ‎36.3 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause ‎36.2 (Addresses for notices) and Clause ‎36.3.1.2 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

20.14 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Facility Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

20.14.1 the financial condition, status and nature of each member of the Group;

20.14.2 the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

20.14.3 whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

20.14.4 the adequacy, accuracy or completeness any information provided by the Facility Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

20.15 Facility Agent's management time

20.15.1 Subject to Clause ‎20.15.2, any amount payable to the Facility Agent under Clause ‎24.2 (Indemnity to the Facility Agent), Clause ‎22 (Expenses) and Clause ‎20.10 (Indemnities) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Parent and the Lenders, and is in addition to any fee paid or payable to the Facility Agent under Clause ‎21 (Fees).

20.15.2 Clause ‎20.15.1 shall not apply whilst there is only one Lender (or there is more than one Lender but each is an Affiliate of the other) under this Agreement.

20.16 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

21. FEES TC "‎21 FEES" \l 1

21.1 Upfront fee

The Parent shall pay to the Facility Agent (for the account of the Original Lenders) an upfront fee in the amount agreed in a Fee Letter.

21.2 Facility Agent’s fee

21.2.1 Subject to Clause ‎21.2.2, the Parent shall pay to the Facility Agent (for its own account) an annual agency fee, charged by the Facility Agent at its usual rates for a transaction of this nature, with the amount and the timing for payment set out in a Fee Letter entered into by the Facility Agent and the Parent.

21.2.2 The requirements of Clause ‎21.2.1 shall not apply until such time as there is more than one Lender (provided that the other Lender(s) are not each an Affiliate of the other).

21.3 Commitment fee

21.3.1 The Parent shall pay to each Lender (through the Facility Agent) a commitment fee in US Dollars computed at the rate of 35 per cent. per annum of the applicable Margin on the undrawn, uncancelled amount of that Lender's Commitment.

21.3.2 Commitment fee will accrue on each day on which any Commitment is in force.

21.3.3 Accrued commitment fee shall be payable quarterly in arrear from the date of this Agreement. Accrued commitment fee shall also be payable to the Facility Agent for the relevant Lender on the cancelled amount of its Commitment at the time the cancellation comes into effect.

21.3.4 No commitment fee is payable to a Lender on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

21.4 Utilisation fee

21.4.1 The Parent must pay to each Lender (through the Facility Agent) a utilisation fee computed at the rate of:

21.4.1.1 0.10 per cent. per annum for each day on which the aggregate amount of the Loans is less than or equal to 331/3 per cent. of the Total Commitments;

21.4.1.2 0.20 per cent. per annum for each day on which the aggregate amount of the Loans exceeds 331/3 per cent. but is less than or equal to 662/3 per cent. of the Total Commitments; or

21.4.1.3 0.40 per cent. per annum for each day on which the aggregate amount of the Loans exceeds 662/3 per cent. of the Total Commitments.

21.4.2 Utilisation fee is payable on the amount of each Lender's share in the Loans.

21.4.3 Accrued utilisation fee is payable quarterly in arrear from the date of this Agreement. Accrued utilisation fee is also payable to a Lender on the date that its Commitment is cancelled and its share in the Loans prepaid or repaid in full.

21.5 VAT

Any fee referred to in this Clause ‎21 is exclusive of any value added tax or any other direct tax which might be chargeable in connection with that fee. If any value added tax or other direct tax is so chargeable, it shall be paid by the relevant Obligor at the same time as it pays the relevant fee.

22. EXPENSES TC "‎22 EXPENSES" \l 1

22.1 Initial and special costs

The Parent shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by the Facility Agent in connection with:

22.1.1 the negotiation, preparation, printing and execution of:

22.1.1.1 this Agreement and any other documents referred to in this Agreement; and

22.1.1.2 any other Finance Document executed after the date of this Agreement; 22.1.2 any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of an Obligor or, in the case of Clause ‎2.7 (Change of currency), the Facility Agent, and relating to a Finance Document or a document referred to in any Finance Document; and

22.1.3 any other matter, not of an ordinary administrative nature, arising out of or in connection with a Finance Document.

22.2 Enforcement costs

The Parent shall forthwith on demand pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

23. STAMP DUTIES TC "‎23 STAMP DUTIES" \l 1

The Parent shall pay and forthwith on demand indemnify each Finance Party against any liability it incurs in respect of, any stamp, registration and similar tax which is or becomes payable in connection with the entry into, performance or enforcement of any Finance Document.

24. INDEMNITIES TC "‎24 INDEMNITIES" \l 1

24.1 Currency indemnity

24.1.1 If a Finance Party receives an amount in respect of an Obligor's liability under the Finance Documents or if that liability is converted into a claim, proof, judgment or order in a currency other than the currency (the “contractual currency”) in which the amount is expressed to be payable under the relevant Finance Document:

24.1.1.1 that Obligor shall indemnify that Finance Party as an independent obligation against any loss or liability arising out of or as a result of the conversion;

24.1.1.2 if the amount received by that Finance Party, when converted into the contractual currency at a market rate in the usual course of its business is less than the amount owed in the contractual currency, the Obligor concerned shall promptly on demand pay to that Finance Party an amount in the contractual currency equal to the deficit; and

24.1.1.3 the Obligor shall forthwith on demand pay to each Finance Party any exchange costs and taxes payable in connection with any such conversion.

24.1.2 Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.

24.2 Indemnity to other Finance Parties

The Parent shall forthwith on demand indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:

24.2.1 the occurrence of any Default;

24.2.2 a change in the currency of a country or the operation of Clause ‎2.7 (Change of currency), Clause ‎19.14 (Acceleration) or Clause ‎33 (Pro Rata Sharing); or 24.2.3 a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment or (other than by reason of negligence or default by that Finance Party) a Loan not being made after the Obligors' Agent has delivered a Request.

24.3 Indemnity to the Facility Agent

The Parent shall forthwith on demand indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

24.3.1 investigating any event which it reasonably believes is a Default (or Event of Default);

24.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

24.3.3 instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

25. EVIDENCE AND CALCULATIONS TC "‎25 EVIDENCE AND CALCULATIONS" \l 1

25.1 Accounts

Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate.

25.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under the Finance Documents is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

25.3 Calculations

25.3.1 Interest and the fees payable under Clause ‎21.2.1 (Commitment fee) and Clause ‎21.4 (Utilisation fee) accrue from day to day and are calculated on the basis of the actual number of days elapsed and a year of 360 days or, where market practice otherwise dictates, 365 days, and, subject to Clause ‎25.3.2 below, without rounding.

25.3.2 The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to two decimal places.

26. AMENDMENTS AND WAIVERS TC "‎26 AMENDMENTS AND WAIVERS" \l 1

26.1 Procedure

26.1.1 Subject to Clause ‎26.2 (Exceptions), any term of the Finance Documents may be amended or waived with the agreement of the Obligors' Agent and the Majority Lenders. The Facility Agent may effect, on behalf of any Finance Party, an amendment or waiver permitted under this Clause.

26.1.2 The Facility Agent shall promptly notify the other Parties of any amendment or waiver effected under Clause ‎26.1.1, and any such amendment or waiver shall be binding on all the Parties.

26.2 Exceptions

26.2.1 Subject to Clause ‎26.3 (Changes to reference rates), an amendment or waiver which relates to:

26.2.1.1 the definitions of Majority Lenders, Sanctions Authority, Sanctions Laws, Sanctions List and Sanctions Restricted Party in Clause ‎1.1 (Definitions);

26.2.1.2 an extension of the date for, or a decrease in an amount or a change in the currency of, any payment under the Finance Documents (including the Margin and any fee payable under Clauses ‎21.2.1 (Commitment fee)) or Clause ‎21.4 (Utilisation fee);

26.2.1.3 an increase in or extension of any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

26.2.1.4 a change in the guarantee of the Parent or Autoliv ASP, Inc.;

26.2.1.5 a term of a Finance Document which expressly requires the consent of all Lenders; or

26.2.1.6

(a) Clause ‎2.5 (Finance Parties' rights and obligations);

(b) Clauses ‎7.6.2 to ‎7.6.6 (Mandatory prepayment);

(d) Clauses ‎17.3.5 and ‎17.3.6 (Information miscellaneous);

(e) Clause ‎18.21 (Sanctions);

(f) Clause ‎27.2 (Transfers by Lenders);

(g) Clause ‎33 (Pro Rata Sharing);

(h) Clause ‎39 (Governing Law);

(i) Clause ‎38 (Enforcement); or

(j) this Clause ‎26,

must not be made without the prior consent of all the Lenders.

26.2.2 An amendment or waiver which relates to the rights or obligations of the Facility Agent (in its capacity as such) may not be effected without the consent of the Facility Agent.

26.2.3 If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any of the terms of any Finance Document or other vote of Lenders under the terms of this Agreement within 15 Business Days (unless the Parent and the Facility Agent agree to a longer time period in relation to any request) of that request being made, its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage (including unanimity) of Total Commitments has been obtained to approve that request.

26.2.4 The Obligors' Agent and the Facility Agent, acting on the instructions of all the Lenders, may enter into a Reference Rate Supplement at any time. Upon entering into that Reference Rate Supplement, the terms of that Reference Rate Supplement shall supplement, supersede or otherwise amend the terms of this Agreement.

26.3 Changes to reference rates

26.3.1 Subject to Clause ‎26.2.4, if a Published Rate Replacement Event has occurred in relation to any Published Rate for US Dollars, any amendment or waiver which relates to:

26.3.1.1 providing for the use of a Replacement Reference Rate in relation to US Dollars in place of that Published Rate; and

26.3.1.2

(a) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(b) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(d) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(e) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors' Agent.

26.3.2 An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Loan to any recommendation of a Relevant Nominating Body which:

26.3.2.1 relates to the use of the RFR for that currency on a compounded basis in the international or any relevant domestic syndicated loan markets; and

26.3.2.2 is issued on or after the date of this Agreement,

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors' Agent.

26.3.3 If any Lender fails to respond to a request for an amendment or waiver described in Clause ‎26.3.1 or Clause ‎26.3.2 within 15 Business Days (or such longer time period in relation to any request which the Parent and the Facility Agent may agree) of that request being made:

26.3.3.1 its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and 26.3.3.2 its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

26.3.4 In this Clause ‎26.3:

“Published Rate” means an RFR.

“Published Rate Replacement Event” means, in relation to a Published Rate:

(a) the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders and the Obligors' Agent, materially changed;

(b)

(i)

(A) the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(ii) the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(iii) the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(iv) the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(c) the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determined that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Obligors' Agent) temporary; or

(ii) that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than any period specified as the “Published Rate Contingency Period” in the Compounded Rate Terms relating to that Published Rate; or

(d) in the opinion of the Majority Lenders and the Obligors’ Agent, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

“Replacement Reference Rate” means a reference rate which is:

(a) formally designated, nominated or recommended as the replacement for a Published Rate by:

(i) the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or

(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Reference Rate” will be the replacement under paragraph ‎(ii) above;

(b) in the opinion of the Majority Lenders and the Obligors' Agent, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate; or

26.4 Disenfranchisement of Defaulting Lenders

26.4.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender's Commitments will be reduced by the amount of its undrawn Commitments.

26.4.2 For the purposes of this Clause ‎26.4, the Facility Agent may assume that the following Lenders are Defaulting Lenders:

26.4.2.1 any Lender which has notified the Facility Agent that it has become a Defaulting Lender; or

26.4.2.2 any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs ‎(a), ‎(b) or ‎(c) of the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

26.5 Excluded Commitments

26.5.1 If any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within five Business Days (unless the Parent and the Facility Agent agree to a longer time period in relation to any request) of that request being made:

26.5.1.1 its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage (including unanimity) of Total Commitments has been obtained to approve that request; and

26.5.1.2 its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

26.5.2 If:

26.5.2.1 pursuant to Clause ‎16.26.5, Clauses ‎16.26.1 to ‎16.26.4 do not apply in respect of any Lender; or

26.5.2.2 pursuant to Clause ‎18.21.4, Clauses ‎18.21.1 to ‎18.21.3 do not apply in respect of any Lender,

that Lender's:

(a) Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage (including unanimity) of Total Commitments has been obtained to approve any request in respect of any matter under Clauses ‎16.26.1 to ‎16.26.4 or Clauses ‎18.21.1 to ‎18.21.3 which does not apply in respect of that Lender pursuant to Clauses ‎16.26.5 or Clause ‎18.21.4; and

(b) status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request in respect of any matter under Clauses ‎16.26.1 to ‎16.26.4 or Clauses ‎18.21.1 to ‎18.21.3 which does not apply in respect of that Lender pursuant to Clauses ‎16.26.5 or Clause ‎18.21.4.

26.5.3 Upon request by the Facility Agent, each Lender shall confirm to the Facility Agent if it is a Lender referred to in Clauses ‎26.5.2.

26.6 Replacement of a Defaulting Lender

26.6.1 The Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than ten Business Days' prior written notice to the Facility Agent and such Lender:

26.6.1.1 replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause ‎27 (Changes to the Parties) all (and not part only) of its rights and obligations under this Agreement; or

26.6.1.2 require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause ‎27 (Changes to the Parties) all (and not part only) of the undrawn Commitment of the Lender,

to a Lender or other bank or financial institution (a “Replacement Lender”) selected by the Parent, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding utilisations and all accrued interest, broken funding costs (to indemnify that Lender for broken funding) and other amounts payable in relation thereto under the Finance Documents.

26.6.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions:

26.6.2.1 the Parent shall have no right to replace the Facility Agent;

26.6.2.2 neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;

26.6.2.3 the transfer must take place no later than ten Business Days after the notice referred to in Clause ‎26.6.1; and

26.6.2.4 in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

26.7 Waivers and Remedies Cumulative

The rights of each Finance Party under the Finance Documents:

26.7.1 may be exercised as often as necessary;

26.7.2 are cumulative and not exclusive of its rights under the general law; and

26.7.3 may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver of that right.

27. CHANGES TO THE PARTIES TC "‎27 CHANGES TO THE PARTIES" \l 1

27.1 Transfers by Obligors

No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under the Finance Documents.

27.2 Transfers by Lenders

27.2.1 A Lender (the “Existing Lender”) may, subject to Clause ‎27.2.2, at any time assign, transfer or novate any of its Commitments and/or its rights and/or obligations under this Agreement to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

27.2.2 A transfer of part of a Commitment must be in a minimum amount of at least US$10,000,000 or its remaining Commitment, if less.

27.2.3 The prior consent of the Parent is required for any such assignment, transfer or novation, unless:

27.2.3.1 the New Lender is another Lender or an Affiliate of a Lender; or

27.2.3.2 an Event of Default has occurred which is continuing.

27.2.4 However, the prior consent of the Parent must not be unreasonably withheld or delayed and will be deemed to have been given if, within ten Business Days of receipt by the Parent of an application for consent, it has not been expressly refused.

27.2.5 The Facility Agent is not obliged to execute a Novation Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements.

27.2.6 A transfer of obligations will be effective only if either:

27.2.6.1 the obligations are novated in accordance with Clause ‎27.3 (Procedure for novations); or

27.2.6.2 the New Lender confirms to the Facility Agent and the Obligors' Agent that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Facility Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Lender.

27.2.7 Nothing in this Agreement restricts the ability of a Lender to subcontract an obligation if that Lender remains liable under this Agreement for that obligation.

27.2.8 On each occasion an Existing Lender assigns, transfers or novates any of its Commitments, or any of its rights and/or obligations under this Agreement the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of US$2,500.

27.2.9 An Existing Lender is not responsible to a New Lender for (and an Existing Lender makes no representation or warranty as to):

27.2.9.1 the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;

27.2.9.2 the financial condition of any Obligor;

27.2.9.3 the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents;

27.2.9.4 the collectability of amounts payable under any Finance Document; or

27.2.9.5 the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.

27.2.10 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

27.2.10.1 has made its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

27.2.10.2 will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.

27.2.11 Nothing in any Finance Document obliges an Existing Lender to:

27.2.11.1 accept a retransfer from a New Lender of any of the Commitments and/or rights and/or obligations assigned, transferred or novated under this Clause ‎27; or 27.2.11.2 support any losses incurred by the New Lender by reason of the non-performance by the Obligors of their obligations under the Finance Documents or otherwise.

27.2.12 Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil.

27.3 Procedure for novations

27.3.1 A novation is effected if:

27.3.1.1 the Existing Lender and the New Lender deliver to the Facility Agent a duly completed certificate, substantially in the form of Schedule ‎4 (Form of Novation Certificate) (a “Novation Certificate”); and

27.3.1.2 the Facility Agent executes that Novation Certificate.

27.3.2 Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalf.

27.3.3 On the relevant Transfer Date:

27.3.3.1 the Existing Lender and the other Parties (in this Clause ‎‎27.3.3, the “Existing Parties”) will be released from their obligations to each other;

27.3.3.2 the New Lender and the Existing Parties will assume obligations towards each other which differ from the obligations discharged pursuant to Clause ‎27.3.3.1 above only insofar as they are owed to or assumed by the New Lender instead of the Existing Lender;

27.3.3.3 the rights of the Existing Lender against the Existing Parties and vice versa will be cancelled;

27.3.3.4 the New Lender and the Existing Parties will acquire rights against each other which differ from the rights cancelled pursuant to Clause ‎‎27.3.3.3 above only insofar as they are exercisable by or against the New Lender instead of the Existing Lender; and

27.3.3.5 the New Lender shall become a Party as a “Lender”,

all on the date of execution of the Novation Certificate by the Facility Agent or, if later, the date specified in the Novation Certificate (the “Transfer Date”).

27.4 The Register

The Facility Agent, acting solely for this purpose as an agent of the Obligors, shall maintain at one of its offices a copy of each Novation Certificate delivered to it and a register (the Register) for the recordation of the names and addresses of each Lender and the Commitments of and obligations owing to each Lender. Without limitation of any other provision of this Clause ‎27 (Changes to the Parties), no transfer of an interest in a Loan or Commitment hereunder shall be effective unless and until recorded in the Register. The entries in the Register shall be conclusive absent manifest error and each Obligor, the Facility Agent and each Lender shall treat each person whose name is recorded in the Register as a Lender notwithstanding any notice to the contrary.

27.5 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause ‎27, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender by way of any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank, except that no such charge, assignment or Security Interest shall:

27.5.1 release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

27.5.2 require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

27.6 Pro rata interest settlement

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause ‎27.3 (Procedure for novations) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

27.6.1 any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six months, on the next of the dates which falls at six monthly intervals after the first day of that Interest Period); and

27.6.2 the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that:

27.6.2.1 when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

27.6.2.2 the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause ‎27.6, have been payable to it on that date, but after deduction of the Accrued Amounts.

27.7 Additional Borrowers

27.7.1 The Parent must, by giving not less than ten Business Day's prior notice to the Facility Agent, notify the Facility Agent (which must promptly notify the Lenders) of its intention to request one of its wholly-owned (directly or indirectly) Subsidiaries to become an Additional Borrower. Any Additional Borrower must be incorporated in a member country of the Organisation for Economic Co-operation and Development.

27.7.2 If the accession of an Additional Borrower requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Parent must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements.

27.7.3 If one of the wholly-owned Subsidiaries of the Parent is to become an Additional Borrower, then the Parent must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in ‎Part II of Schedule ‎2 (Conditions Precedent Documents), in form and substance satisfactory to the Facility Agent.

27.7.4 The prior consent of all the Lenders is required before any entity becomes an Additional Borrower.

27.7.5 The relevant Subsidiary will, subject to Clause ‎27.7.4, become an Additional Borrower when the Finance Parties have received all of the documents and evidence referred to in Clause ‎27.7.2, and the Facility Agent notifies the other Finance Parties and the Parent that it has received all of the documents and evidence referred to in Clause ‎27.7.3, in form and substance satisfactory to them. The Facility Agent must give this notification as soon as reasonably practicable.

27.7.6 Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Parent, to the Facility Agent constitutes confirmation by that Subsidiary and the Parent that the representations set out in Clause ‎16 (Representations and Warranties) (with the exception of Clause ‎16.23 (Material adverse change)) are then correct, and that no Event of Default or potential Event of Default is continuing or would occur as a result of such Subsidiary becoming an Additional Borrower.

28. DISCLOSURE OF INFORMATION TC "‎28 DISCLOSURE OF INFORMATION" \l 1

28.1 Disclosure (General)

Each Finance Party shall keep confidential any and all information made available to it by any Obligor pursuant to or in connection with the Finance Documents, other than information:

28.1.1 which at the relevant time is in the public domain; or

28.1.2 which, after such information has been made available to that Finance Party, becomes generally available to third parties by publication or otherwise through no breach of this Clause ‎28 by that Finance Party; or

28.1.3 which was lawfully in the possession of that Finance Party or its advisers prior to such disclosure (as evidenced by that Finance Party's written records or the written records of that Finance Party's advisers) and which was not acquired directly or indirectly from an Obligor; or

28.1.4 disclosed to:

28.1.4.1 any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

28.1.4.2 any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

28.1.4.3 any of the officers, directors, employees, professional advisers, auditors, insurers, partners or Representatives of that Finance Party; 28.1.4.4 to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information; or direct or indirect provider of credit protection; or

28.1.5 the disclosure of which is made to an Affiliate or Related Fund of that Finance Party (and such Affiliate's, or Related Fund's, directors, employees, professional advisers, auditors, insurers, partners or Representatives) in circumstances where it is that Finance Party's usual practice to make such disclosure or where such disclosure is required as part of that Finance Party's management or reporting policies or where such disclosure is in the reasonable opinion of that Finance Party required to protect its position, or to assist in the recovery of amounts, hereunder; or

28.1.6 the disclosure of which is made to any person with (or through) whom it is proposing to enter, or has entered, into any kind of transfer, participation or other agreement in relation to this Agreement; or

28.1.7 the disclosure of which is made to any person who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause ‎28.1.6 above; or

28.1.8 to whom or for whose benefit that Finance Party charges, assigns or otherwise creates a Security Interest (or may do so) pursuant to Clause ‎27.5 (Security over Lenders' rights); or

28.1.9 which is disclosed to another party to this Agreement in the specific circumstances whereby it is made available to that party,

provided that, if a Finance Party makes such information available to any person in accordance with Clauses ‎28.1.4, ‎28.1.5, ‎28.1.6, ‎28.1.7 or ‎28.1.8 above, it takes reasonable endeavours to ensure that such party keeps that information confidential to the same extent as set out above and provided that, if a Finance Party makes such information available to any person in accordance with Clause ‎28.1.6 or ‎28.1.7 above, the person to whom the information is to be given has entered into a confidentiality undertaking substantially in a form recommended by the Loan Market Association, except that there shall be no requirement for such a confidentiality undertaking if the recipient is subject to professional obligations to maintain the confidentiality of the information.

28.2 Disclosure to numbering service providers

28.2.1 Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

28.2.1.1 the names of the Obligors;

28.2.1.2 the country of domicile of the Obligors;

28.2.1.3 the place of incorporation of the Obligors;

28.2.1.4 the date of this Agreement;

28.2.1.5 Clause ‎39 (Governing law);

28.2.1.6 the name of the Facility Agent; 28.2.1.7 the date of each amendment and restatement of this Agreement;

28.2.1.8 the amount of, and the name of, the Facility (including any tranches thereof);

28.2.1.9 the amount of the Total Commitments;

28.2.1.10 the currencies of the Facility;

28.2.1.11 the type of the Facility;

28.2.1.12 the ranking of the Facility;

28.2.1.13 the Maturity Date for the Facility;

28.2.1.14 changes to any of the information previously supplied pursuant to Clauses ‎28.2.1.1 to ‎28.2.1.13; and

28.2.1.15 such other information agreed between such Finance Party and the Parent,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

28.2.2 The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

28.2.3 The Parent represents that none of the information set out in Clauses ‎28.2.1.1 to ‎28.2.1.15 is, nor will at any time be, unpublished price-sensitive information.

28.2.4 The Facility Agent shall notify the Parent and the other Finance Parties of:

28.2.4.1 the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

28.2.4.2 the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.

28.3 Entire agreement

This Clause ‎‎28.3 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

28.4 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

28.5 Notification of disclosure

28.5.1 Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Parent:

28.5.1.1 of the circumstances of any disclosure of Confidential Information made pursuant to Clause ‎28.1.4.1 except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

28.5.1.2 upon becoming aware that Confidential Information has been disclosed in breach of this Clause ‎‎28.5.

28.6 Continuing obligations

The obligations in this Clause ‎‎28.6 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

28.6.1 the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

28.6.2 the date on which such Finance Party otherwise ceases to be a Finance Party.

29. BAIL-IN TC "‎29 BAIL-IN" \l 1

29.1 Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

29.1.1 any Bail-In Action in relation to any such liability, including (without limitation):

29.1.1.1 a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

29.1.1.2 a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

29.1.1.3 a cancellation of any such liability; and

29.1.2 a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

29.2 Bail-In definitions

In this Clause ‎29:

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b) in relation to the United Kingdom, the UK Bail-In Legislation; and (c) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“Write-down and Conversion Powers” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

30. ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS TC "‎30 ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS" \l 1

30.1 Acknowledgement

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, to the extent that any Finance Document provides support, through a guarantee, security or otherwise, for any agreement or instrument that is a QFC (any such support, “QFC Credit Support”, and any such QFC, a “Supported QFC”), each Party acknowledges and agrees as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “US Special Resolution Regimes”) in respect of such Supported QFC and such QFC Credit Support (with the provisions below applicable notwithstanding that any Finance Document or any Supported QFC may in fact be stated to be governed by the laws of the USA or a state of the USA):

30.1.1 in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a US Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and any obligation in or under such Supported QFC or such QFC Credit Support, and any right in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the US Special Resolution Regime if such Supported QFC and such QFC Credit Support (and any such interest, obligation and right in property) were governed by the laws of the USA or a state of the USA; and

30.1.2 in the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a US Special Resolution Regime, Default Rights under any Finance Document that may otherwise apply to such Supported QFC or such QFC Credit Support and that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the US Special Resolution Regime if such Supported QFC and each Finance Document were governed by the laws of the USA or a state of the US. Without limiting the foregoing, each Party understands and agrees that its rights and remedies with respect to a Defaulting Lender or an Impaired Agent or shall not affect any right of any Covered Party with respect to any Supported QFC or any QFC Credit Support.

30.2 Definitions

In this Clause ‎30:

“BHC Act Affiliate” means, in respect of a person, its “affiliate” (as that term is defined in, and interpreted in accordance with, 12 United States Code 1841(k));

“Covered Entity” means:

(a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 Code of Federal Regulations § 252.82(b);

(b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 Code of Federal Regulations § 47.3(b); or

(c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 Code of Federal Regulations § 382.2(b);

“Default Right” has the meaning given to that term in, and shall be interpreted in accordance with, 12 Code of Federal Regulations §§ 252.81, 47.2 or 382.1, as applicable; and

“QFC” has the meaning given to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 United States Code 5390(c)(8)(D).

31. CONFIDENTIALITY OF FUNDING RATES TC "‎31 CONFIDENTIALITY OF FUNDING RATES" \l 1

31.1 Confidentiality and disclosure

31.1.1 The Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by Clauses ‎31.1.2 and ‎31.1.3.

31.1.2 The Facility Agent may disclose:

31.1.2.1 any Funding Rate to the relevant Borrower pursuant to Clause ‎9.5 (Notifications); and

31.1.2.2 any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender, as the case may be.

31.1.3 The Facility Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to:

31.1.3.1 any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this Clause ‎31.1.3.1 is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

31.1.3.2 any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

31.1.3.3 any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

31.1.3.4 any person with the consent of the relevant Lender, as the case may be.

31.2 Related obligations

31.2.1 The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

31.2.2 The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender, as the case may be:

31.2.2.1 of the circumstances of any disclosure made pursuant to Clause ‎31.1.3.2 except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

31.2.2.2 upon becoming aware that any information has been disclosed in breach of this Clause ‎31.

31.3 No Event of Default

No Event of Default will occur under Clause ‎19.3 (Breach of other obligations) by reason only of an Obligor's failure to comply with this Clause ‎31.

32. SET-OFF TC "‎32 SET-OFF" \l 1

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

33. PRO RATA SHARING TC "‎33 PRO RATA SHARING" \l 1

33.1 Redistribution

If any amount owing by an Obligor under the Finance Documents to a Finance Party (the recovering Finance Party) is discharged by payment, set off or any other manner other than in accordance with Clause ‎11 (Payments) (a “recovery”), then:

33.1.1 the recovering Finance Party shall, within three Business Days, notify details of the recovery to the Facility Agent;

33.1.2 the Facility Agent shall determine whether the recovery is in excess of the amount which the recovering Finance Party would have received had the recovery been received by the Facility Agent and distributed in accordance with Clause ‎11 (Payments);

33.1.3 subject to Clause ‎33.3 (Exceptions), the recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the redistribution) equal to the excess;

33.1.4 the Facility Agent shall treat the redistribution as if it were a payment by the relevant Obligor under Clause ‎11 (Payments) and shall pay the redistribution to the Finance Parties (other than the recovering Finance Party) in accordance with Clause ‎11.8 (Partial payments); and

33.1.5 after payment of the full redistribution, the recovering Finance Party will be subrogated to the portion of the claims paid under Clause ‎33.1.4 and the relevant Obligor will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.

33.2 Reversal of redistribution

If under Clause ‎33.1 (Redistribution):

33.2.1 a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligor; and

33.2.2 the recovering Finance Party has paid a redistribution in relation to that recovery,

each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Facility Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party together with interest on the amount to be returned to the recovering Finance Party for a period whilst it held the re-distribution. Thereupon the subrogation in Clause ‎33.1.5 (Redistribution) will operate in reverse to the extent of the reimbursement.

33.3 Exceptions

33.3.1 A recovering Finance Party is not obliged to pay a redistribution to the extent that it would not, after the payment, have a valid claim against the Obligor concerned in the amount of the redistribution pursuant to Clause ‎33.1.5 (Redistribution).

33.3.2 A recovering Finance Party is not obliged to share with any other Finance Party any amount which the recovering Finance Party has received or recovered as a result of taking legal proceedings, if the other Finance Party had an opportunity to participate in those legal proceedings but did not do so and did not take separate legal proceedings.

34. SEVERABILITY TC "‎34 SEVERABILITY" \l 1

If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

34.1 the validity or enforceability in that jurisdiction of any other provision of the Finance Documents; or

34.2 the validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents.

35. COUNTERPARTS TC "‎35 COUNTERPARTS" \l 1

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

36. NOTICES TC "‎36 NOTICES" \l 1

36.1 Giving of notices

36.1.1 All notices or other communications under or in connection with this Agreement shall be given in writing and, unless otherwise stated, may be made by letter.

36.1.2 Any communication or document made or delivered by one person to another under of in connection with the Finance Documents will be effective when:

36.1.2.1 delivered personally; or

36.1.2.2 five Business Days after being deposited in the post postage prepaid in an envelope addressed to the applicable addressee.

36.1.3 However, a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

36.2 Addresses for notices

36.2.1 The address of each Party (other than the Parent and the Facility Agent) for all notices under or in connection with this Agreement is:

36.2.1.1 those notified by that Party for this purpose to the Facility Agent on or before the date it becomes a Party; or

36.2.1.2 any other notified by that Party for this purpose to the Facility Agent by not less than five Business Days' notice.

36.2.2 The address of the Parent is:

Autoliv, Inc,

Box 70381

SE-111 64 Stockholm

Sweden

Attention: Treasurer

With a copy to:

Attention: VP for Legal Affairs, General Counsel and Secretary

or such other as the Parent may notify to the Facility Agent by not less than five Business Days' notice.

36.2.3 The address of the Facility Agent is:

Facility Agent:

Standard Chartered Bank

Address: Global Lending Services, Taunusanlage 16 60325

Frankfurt am Main, Frankfurt. Germany

Email:FF.GLSINSTRUCTIONS@sc.com,DE.LoansProcessing@sc.com, Vinod.PC@sc.com and VijayAnand.Rengarajan@sc.com

Attention: Standard Chartered Bank

Fax: +49 (0) 69 770 750 355

Telephone number: +49 (0) 69 770 750 350

With a copy to:

Email: Tomas.Tveit@sc.com / Arvid.Lundberg@sc.com / Faye.Drew@sc.com / Taran.Liddar@sc.com

Attention: Tomas Tveit, Arvid Lundberg, Faye Drew, Taran Liddar

Address: 1 Basinghall Avenue, London, EC2V 5DD Telephone number: +46721658256 / +46709664124 / +447721849393 / +447818685775

Fax: +49 (0) 69 770 750 355

or such other as the Facility Agent may notify to the other Parties by not less than five Business Days' notice.

36.2.4 Subject to Clause ‎36.4 (Communication when the Facility Agent is an Impaired Agent) all notices from or to an Obligor or the Obligors' Agent shall be sent through the Facility Agent.

36.2.5 Promptly upon changing its address, the Facility Agent shall notify the other Parties.

36.3 Electronic communication

36.3.1 Any communication or document to be made or delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

36.3.1.1 notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

36.3.1.2 notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

36.3.2 The Parties agree that, unless and until notified to the contrary, any such electronic communication or delivery as specified in Clause ‎36.3.1 above is to be an accepted form of communication or delivery.

36.3.3 Any such electronic communication or document as specified in Clause ‎36.3.1 above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.

36.3.4 Any electronic communication or document which becomes effective, in accordance with Clause ‎36.3.3 above, after 17:00 in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

36.3.5 Any reference in a Finance Document to a communication being sent or received or document being delivered shall be construed to include that communication or document being made available in accordance with this Clause ‎36.3.

36.4 Communication when the Facility Agent is an Impaired Agent

If the Facility Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly and (while the Facility Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Facility Agent has been appointed.

37. LANGUAGE TC "‎37 LANGUAGE" \l 1

37.1 Any notice given under or in connection with any Finance Document shall be in English.

37.2 All other documents provided under or in connection with any Finance Document shall be:

37.2.1 in English; or

37.2.2 if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

38. ENFORCEDMENT TC "‎38 ENFORCEDMENT " \l 1

38.1 Jurisdiction

38.1.1 The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

38.1.2 The Parties agree that the courts of England and Wales are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

38.1.3 Notwithstanding Clauses ‎38.1.1 and ‎38.1.2 above, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent proceedings in any number of jurisdictions.

38.2 Service of process

Without prejudice to any other mode of service, each Obligor:

38.2.1 irrevocably appoints Airbags International Limited, Viking Way, Congleton, Cheshire, CW12 1TT United Kingdom, as agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document;

38.2.2 agrees to maintain an agent for service of process in England until all Commitments have terminated and the Loans and all other amounts payable under the Finance Documents have been finally, irrevocably and indefeasibly repaid in full;

38.2.3 agrees that failure by a process agent to notify the Obligor of the process will not invalidate the proceedings concerned;

38.2.4 consents to the service of process relating to any proceedings by prepaid posting of a copy of the process to its address for the time being applying under Clause ‎36.2 (Addresses for notices); and

38.2.5 agrees that if the appointment of any person mentioned in Clause ‎38.2.1 above ceases to be effective, the Obligor shall immediately appoint a further person in England to accept service of process on its behalf in England and, if the Obligor does not appoint a process agent within 15 days, the Facility Agent is entitled and authorised to appoint a process agent for the Obligor by notice to the Obligor.

39. GOVERNING LAW TC "‎39 GOVERNING LAW" \l 1

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

40. INTEGRATION TC "‎40 INTEGRATION" \l 1

The Finance Documents contain the complete agreement between the parties on the matters to which they relate and supersede all prior commitments, agreements and understandings, whether written or oral, on those matters.

41. WAIVER OF IMMUNITY TC "‎41 WAIVER OF IMMUNITY" \l 1

Each Obligor irrevocably and unconditionally:

41.1 agrees not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such claim is made on its behalf;

41.2 consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and

41.3 waives all rights of immunity in respect of it or its assets.

42. WAIVER OF JURY TRIAL TC "‎42 WAIVER OF JURY TRIAL" \l 1

THE OBLIGORS AND THE FINANCE PARTIES WAIVE ANY RIGHTS THEY MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING FROM ANY FINANCE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THE FINANCE DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

43. USA PATRIOT ACT TC "‎43 [USA PATRIOT ACT" \l 1

Each Finance Party that is subject to the requirements of the USA Patriot Act hereby notifies each Obligor that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Finance Party to identify the Obligors in accordance with the USA Patriot Act. Each Obligor agrees that it will provide each Finance Party with such information as it may request in order for such Finance Party to satisfy the requirements of the USA Patriot Act.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

1 SCHEDULE‎1 TC "SCHEDULES" \L 4 \N

Lenders and Commitments TC "‎1 Lenders and Commitments" \l 3


Lenders	Commitments
Standard Chartered Bank AG	US$125,000,000
Total Commitments	US$125,000,000

2 SCHEDULE‎2

Conditions Precedent Documents TC "‎2 Conditions Precedent Documents" \l 3

Part I. To be delivered before the first Request TC "‎Part I To be delivered before the first Request" \l 2

1. Each Obligor

1.1 A copy of the memorandum and articles of association and certificate of incorporation of each Obligor.

1.2 A copy of a resolution of the board of directors of each Obligor:

1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

1.2.2 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant Requests) to be signed and/or despatched by it under or in connection with this Agreement; and

1.2.4 appointing the Obligors’ Agent to act as its agent in connection with the Finance Documents.

1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph ‎1.2 above.

1.4 A certificate of a director or authorised officer of each Obligor confirming that the borrowing or guaranteeing, as appropriate, of the Total Commitments in full would not cause any borrowing or guaranteeing limit binding on it to be exceeded.

1.5 A certificate of the secretary or other authorised officer of each Obligor certifying that each copy document specified in this ‎Part I of Schedule ‎2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2. Other documents

2.1 Evidence that the process agent referred to in Clause ‎38.2 (Service of process) has accepted its appointment.

2.2 Confirmation from the Parent that it is not, to the best of its knowledge and belief after full and due enquiry, in breach of any other agreement to which it is a party and which could reasonably be expected to have a material adverse effect.

2.3 Each Fee Letter referred to in Clauses ‎21.1 (Upfront fee) and ‎21.2 (Facility Agent's fee) executed by the parties to it.

2.4 Evidence that all fees and expenses then due and payable from the Obligors under this Agreement have been or will be paid on or by the earlier of first Drawdown Date or otherwise in accordance with the terms of the relevant Fee Letter.

2.5 A copy of any other authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.

3. Legal opinions

3.1 A legal opinion of Hogan Lovells US LLP, legal advisers in the State of Delaware, USA to the Obligors.

3.2 A legal opinion of Richards, Layton & Finger, P.A., legal advisers in the State of Delaware, USA to the Finance Parties.

3.3 A legal opinion of Ice Miller LLP, legal advisers in the State of Indiana, USA to the Obligors.

3.4 A legal opinion of Eversheds Sutherland (International) LLP, legal advisers to the law of England and Wales to the Finance Parties.

4. Other documents and evidence

4.1 Such documentation and other evidence requested by a Finance Party which it is entitled to request in accordance with Clause ‎18.19.1 (Know your customer requirements).

4.2 A certificate of a director of the Parent identifying each Material Subsidiary of the Parent as at the date of this Agreement.

Part II. For an Additional Borrower TC "‎Part II For an Additional Borrower" \l 2

1. Additional Borrowers

1.1 An Accession Agreement, duly executed by the Parent and the Additional Borrower.

1.2 A copy of the memorandum and articles of association and certificate of incorporation of the Additional Borrower.

1.3 A copy of a resolution of the board of directors of the Additional Borrower:

1.3.1 approving the terms of, and the transactions contemplated by, the Accession Agreement and the Finance Documents and resolving that it execute the Accession Agreement;

1.3.2 authorising a specified person or persons to execute the Accession Agreement on its behalf;

1.3.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including any Request) to be signed and/or despatched by it under or in connection with the Finance Documents; and

1.3.4 appointing the Obligors’ Agent to act as its agent in connection with the Finance Documents.

1.4 A specimen of the signature of each person authorised on behalf of the Additional Borrower to execute any Finance Document or to sign or send any document or notice in connection with any Finance Document.

2. Other Documents

2.1 A certificate of an authorised signatory of the Additional Borrower:

2.1.1 confirming that utilising the Total Commitments in full would not breach any limit binding on it; and

2.1.2 certifying that each copy document specified in ‎Part II of this Schedule ‎2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement.

2.2 A certificate of an authorised signatory of the Parent confirming that:

2.2.1 no Default is continuing; and

2.2.2 no Default would occur as a result of the Additional Borrower acceding to this Agreement.

2.3 If available, a copy of the latest audited accounts of the Additional Borrower.

3. Legal opinions

3.1 A legal opinion of Eversheds Sutherland (International) LLP or such other firm as may be appointed English legal advisers to the Facility Agent, addressed to the Finance Parties.

3.2 If the Additional Borrower is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties.

4. Other documents and evidence

4.1 Evidence that all expenses due and payable from the Parent under this Agreement in respect of the Accession Agreement have been paid.

4.2 A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Parent is necessary in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document.

4.3 If the Additional Borrower is incorporated outside of England, evidence that the process agent referred to in Clause ‎38.2 (Service of process) has, if not an Obligor, accepted its appointment in relation to the proposed Additional Borrower.

3 SCHEDULE‎3

Form of Request TC "‎3 Form of Request" \l 3

To: [Standard Chartered Bank as Facility Agent]

From: [OBLIGORS’ AGENT]

Date: [●]

Autoliv, Inc. US$125,000,000 Credit Agreement

dated [●] 2024 (the “Agreement”)

1. We refer to the Agreement. This is a Request. Terms defined in the Agreement have the same meaning in this Request unless given a different meaning in this Request.

2. We wish to utilise the Facility as follows:

(a) Borrower: [ ]

(b) Drawdown Date: [ ]

(d) Currency: US Dollars

(e) Interest Period: [ ]

(f) Payment instructions: [ ]

3. We confirm that each condition specified in Clause ‎4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Request.

By:

[OBLIGORS’ AGENT]

Authorised Signatory

4 SCHEDULE‎4

Form of Novation Certificate TC "‎4 Form of Novation Certificate" \l 3

To: [Standard Chartered Bank] as Facility Agent

From: [THE EXISTING LENDER] and [THE NEW LENDER]

Date: [●]

Autoliv, Inc. US$125,000,000 Credit Agreement

dated [●] 2024 (the “Agreement”)

1. We refer to this Agreement. This is a Novation Certificate. Terms defined in the Agreement have the same meaning in this Novation Certificate unless given a different meaning in this Novation Certificate.

2. We refer to Clause ‎27.3 (Procedure for novations) of the Agreement.

3. We [ ] (the “Existing Lender”) and [ ] (the “New Lender”) agree to the Existing Lender and the New Lender transferring by novation all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that Existing Lender’s Commitment(s) and participation in Loan(s) referred to in the Schedule in accordance with Clause ‎27.3 (Procedure for novations) of the Agreement.

4. The proposed Transfer Date is [date of novation].

5. The Facility Office and address for notices of the New Lender for the purposes of Clause ‎36.2 (Addresses for notices) of the Agreement are set out in the Schedule.

6. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in Clause ‎27.2.9 of the Agreement.

7. This Novation Certificate and any non-contractual obligations arising out of it are governed by English law.

8. This Novation Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Novation Certificate.

9. This Novation Certificate has been entered into on the date stated at the beginning of this Novation Certificate.

100

THE SCHEDULE

Commitments/rights and obligations to be novated

[Insert relevant details, plus notice details]


[Existing Lender]	[New Lender]
By:	By:
Date:	Date:
[New Lender]
[Facility Office	Address for notices]
[AGENT]
By:
Date:

101

5 SCHEDULE‎5

Form of Compliance Certificate TC "‎5 Form of Compliance Certificate" \l 3

To: [Standard Chartered Bank] as Facility Agent

From: AUTOLIV, INC.

Date: [●]

Autoliv, Inc. US$125,000,000 Credit Agreement

dated [●] 2024 (the “Agreement”)

1. We refer to the Agreement. This is the Compliance Certificate referred to in Clause ‎17.5 (Compliance certificates) of the Agreement. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that as at [relevant balance sheet date] Subsidiary Borrowings were [ ] (Covenant level requirement not more than US$[●]).

3. We confirm the credit ratings as at the date of this Compliance Certificate of the long term unsecured and unsubordinated debt of Autoliv, Inc. given by:

(a) [insert relevant Rating Agency's name] was [ ]; and

(b) [insert relevant Rating Agency's name] was [ ].

4. We confirm that no Default is outstanding as at the date of this Compliance Certificate.

By:

………………………………………………………… AUTOLIV, INC.

102

6 SCHEDULE‎6

Form of Accession Agreement TC "‎6 Form of Accession Agreement" \l 3

To: [Standard Chartered Bank] as Facility Agent

From: AUTOLIV, INC. and [Proposed Borrower]

Date: [●]

Autoliv, Inc. US$125,000,000 Credit Agreement

dated [●] 2024 (the “Agreement”)

1. We refer to the Agreement. This is an Accession Agreement. Terms defined in the Agreement have the same meaning in this Accession Agreement unless given a different meaning in this Accession Agreement.

2. [Name of company] of [address/registered office] agrees to become an Additional Borrower and to be bound by the terms of the Agreement as an Additional Borrower pursuant to Clause ‎27.7 (Additional Borrowers) of the Agreement. [Name of company] is a company duly incorporated under the laws of [name of jurisdiction].

3. This Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

AUTOLIV, INC.

By:

[PROPOSED BORROWER]

By:

103

7 SCHEDULE‎7

Form of Increase Confirmation TC "‎7 Form of Increase Confirmation" \l 3

To: [Standard Chartered Bank] as Facility Agent and Autoliv, Inc. as the Parent

From: [the Increase Lender] (the Increase Lender)

Dated:

Autoliv, Inc. US$125,000,000 Credit Agreement

dated [●] 2024 (the “Agreement”)

1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.

2. We refer to Clause ‎2.8 (Increase) of the Agreement.

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “Relevant Commitment”) as if it was an Original Lender under the Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “Increase Date”) is [ ].

5. On the Increase Date, the Increase Lender becomes party to the relevant Finance Documents as a Lender.

6. The Facility Office and address and attention details for notices to the Increase Lender for the purposes of Clause ‎36.2 (Addresses for notices) are set out in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in Clause ‎2.8.6 (Increase) of the Agreement.

8. The Increase Lender confirms, for the benefit of the Facility Agent and without liability to any Obligor, that it is not a Defaulting Lender.

9. This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by English law.

10. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.

11. This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.

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THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility office address and attention details for notices and account details for payments]

[Increase Lender]

By:

This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Facility Agent, and the Increase Date is confirmed as [●].

Facility Agent

By:

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8 SCHEDULE‎8

Form of Substitute Affiliate Lender Designation Notice TC "‎8 Form of Substitute Affiliate Lender Designation Notice" \l 3

To: [Standard Chartered Bank] as Facility Agent and Autoliv, Inc. as the Parent

From: [the Designating Lender] (the “Designating Lender”)

Dated:

Autoliv, Inc. US$125,000,000 Credit Agreement

dated [●] 2024 (the “Agreement”)

1. We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Designation Notice unless given a different meaning in this Designation Notice.

2. We hereby designate our Affiliate details of which are given below as a Substitute Affiliate Lender in respect of the US$ [amount] Loan referred to in the Request dated [●] to be advanced to [Borrower] (the “Designated Loan”).

3. The details of the Substitute Affiliate Lender are as follows:

Name:

Facility Office:

Address for notices:

Jurisdiction of Incorporation:

4. By countersigning this notice below the Substitute Affiliate Lender agrees to become a Substitute Affiliate Lender in respect of Designated Loan[s] as indicated above and agrees to be bound by the terms of the Agreement accordingly.

5. This Designation Notice and any non-contractual obligations arising out of or in connection with it are governed by English law.

6. This Designation Notice may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Designation Notice.

…………………………………………………………………

For and on behalf of

[Designating Lender]

106

We acknowledge and agree to the terms of the above.

…………………………………………………………………

For and on behalf of

[Substitute Affiliate Lender]

We acknowledge the terms of the above.

…………………………………………………………………

For and on behalf of

the [Facility Agent]

Dated

107

9 SCHEDULE‎9

Reference Rate Terms TC "‎9 Compounded Rate Terms" \l 3

DOLLARS


CURRENCY:	US Dollars.
Cost of funds as a fallback
Cost of funds will not apply as a fallback.
Definitions
Additional Business Days:	An RFR Banking Day.
Break Costs:	Not applicable
Business Day Conventions (definition of “month” and Clause ‎8.3 (Non-Business Days)):	(a) If any period is expressed to accrue by reference to a month or any number of months then, in respect of the last month of that period: (i) subject to paragraph ‎(iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. (b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Central Bank Rate:	(a) The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal

108


	Reserve Bank of New York from time to time; or (b) if that target is not a single figure, the arithmetic mean of: (i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and (ii) the lower bound of that target range.
Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20% trimmed arithmetic mean (calculated by the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR was available.
Central Bank Rate Spread	means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent between: (a) the RFR for that RFR Banking Day; and (b) the Central Bank Rate prevailing at close of business on that RFR Banking Day.
Credit Adjustment Spread:	Interest Period	Credit Adjustment Spread (% p.a.)
	one month or less	0.11448
	more than one month but less than or equal to two months	0.18456
	more than two months but less than or equal to three months	0.26161
	more than three months but less than or equal to six months	0.42826
Daily Rate:	The “Daily Rate” for any RFR Banking Day is: (a) the RFR for that RFR Banking Day; (b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (i) the Central Bank Rate for that RFR Banking Day; and

109


	(ii) the applicable Central Bank Rate Adjustment; or (c) if paragraph ‎(b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment, rounded, in either case, to five decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero.
Lookback Period:	Five RFR Banking Days.
Relevant Market:	The market for overnight cash borrowing collateralised by US Government securities.
Reporting Day:	The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.
RFR:	The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).
RFR Banking Day:	Any day other than: (a) a Saturday or Sunday; and (b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.
Interest Periods
Periods capable of selection as Interest Periods (Clause ‎8.2.2):	One month Two months Three months

110


Reporting Times
Deadline for Lenders to report their cost of funds in accordance with Clause ‎10.2 (Cost of funds)	Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

111

10 SCHEDULE‎10

Daily Non-Cumulative Compounded RFR Rate TC "‎10 Daily Non-Cumulative Compounded RFR Rate" \l 3

The “Daily Non-Cumulative Compounded RFR Rate” for any RFR Banking Day “i” during an Interest Period for a Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

(UCCDRi-UCCDRi-1)×dccni

where:

“UCCDRi” means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day i;

“UCCDRi-1” means, in relation to that RFR Banking Day “i”, the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

“dcc” means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

“ni” means the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day; and

the “Unannualised Cumulative Compounded Daily Rate” for any RFR Banking Day (the “Cumulated RFR Banking Day”) during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):

ACCDR×tnidcc

where:

“ACCDR” means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

“tni” means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

“Cumulation Period” means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

“dcc” has the meaning given to that term above; and

the “Annualised Cumulative Compounded Daily Rate” for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to either (a) four decimal places, or (b) if different, such other number of decimal places as provided for in the definition of “Daily Rate” in the relevant Compounded Rate Terms) calculated as set out below:

ⅈ=1d01+DailyRatei-LP×nidcc-1× dcctni

where:

“d0” means the number of RFR Banking Days in the Cumulation Period;

“Cumulation Period” has the meaning given to that term above; “i” means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

112

“DailyRatei-LP” means, for any RFR Banking Day “i” in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”;

“ni” means, for any RFR Banking Day “i” in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day;

“dcc” has the meaning given to that term above; and

“tni” has the meaning given to that term above.

113

11 SCHEDULE‎11

Cumulative Compounded RFR Rate TC "‎11 Cumulative Compounded RFR Rate" \l 3

The “Cumulative Compounded RFR Rate” for any Interest Period for a Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of “Annualised Cumulative Compounded Daily Rate” in Schedule ‎10 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

ⅈ=1d01+DailyRatei-LP×nidcc-1×dccd

where:

“d0” means the number of RFR Banking Days during the Interest Period;

“i” means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

“DailyRatei-LP” means for any RFR Banking Day “i” during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”;

“ni” means, for any RFR Banking Day “i”, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day;

“dcc” means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

“d” means the number of calendar days during that Interest Period.

114

SIGNATURE PAGE TO FACILITIES AGREEMENT

PARENT

AUTOLIV, INC.

By: /s/ Anthony Nellis

Name: Anthony Nellis

Title: General Counsel

GUARANTORS

AUTOLIV, INC.

By: /s/ Anthony Nellis

Name: Anthony Nellis

Title: General Counsel

AUTOLIV ASP, INC.

By: /s/ Anthony Nellis

Name: Anthony Nellis

Title: General Counsel

ORIGINAL BORROWER

By: /s/ Anthony Nellis

Name: Anthony Nellis

Title: General Counsel

Autoliv- Facility Agreement- Signature Page

115

MANDATED LEAD ARRANGER

STANDARD CHARTERED BANK

By: /s/ Faye Drew

Name: Faye Drew

Title: Executive Director: Financing Solutions, Europe

Autoliv- Facility Agreement- Signature Page

116

ORIGINAL LENDERS

STANDARD CHARTERED BANK AG

By: /s/ Michael Norden

Name: Michael Norden

Title: Managing Director

Autoliv- Facility Agreement- Signature Page

117

FACILITY AGENT

STANDARD CHARTERED BANK

By: /s/ Faye Drew

Name: Faye Drew

Title: Executive Director: Financing Solutions, Europe

Autoliv- Facility Agreement- Signature Page

118

EX-10.2 3 alv-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

劳动合同

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on September 13, 2024 by and between Autoliv (Shanghai) Management Co. Ltd. (the “Company”), and Fabien Dumont (the “Executive”), to be effective as of the Effective Date, as defined in Section 1. References herein to the “Company” shall, as applicable, be deemed to include the Company’s affiliates.

本劳动合同(“本合同”)由奥托立夫(上海)管理有限公司(“公司”)与Fabien Dumont (“签约人”)于2024 年9月13日订立并自第1条中约定的生效日起开始生效。此处提及的“公司”应在可行的情况下视为包括公司的关联方。

BACKGROUND

背景

The Company desires to engage the Executive as Executive Vice President, Chief Technology Officer from and after the Effective Date, in accordance with the terms of this Agreement. The Executive is willing to serve as such in accordance with the terms and conditions of this Agreement.

公司希望根据本合同条款约定, 雇佣签约人自生效日起担任公司的执行副总裁即首席技术官。签约人同意根据本合同条款和条件约定担任执行副总裁即首席技术官一职。

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

因此, 鉴于前述背景和本合同所含的双方的约定, 以及双方确认充分知悉的其他良好和有价值的对价, 双方约定如下:

Effective Date. The effective date of this Agreement (the “Effective Date”) shall be September 17, 2024.

生效日.本协议的生效日期(“生效日”)应为双方约定的2024年9月17日。

IF " DOCVARIABLE "SWDocIDLocation" " = "1" " DOCPROPERTY "SWDocID" ACTIVE 228444634v.2" "" Employment.

The Executive is hereby employed on the Effective Date as the Executive Vice President, Chief Technology Officer. In this capacity, the Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to him by the Chief Executive Officer and President of Autoliv Inc. (the “Chief Executive Officer”). The principal workplace for the Executive shall be Shanghai, China.

工作. 签约人自生效日起担任公司执行副总裁即首席技术官。任职期间, 签约人应当享有Autoliv Inc. 首席执行官和总裁（“首席执行官”）所赋予的、与该职位相适应的职责、义务和权力。签约人主要工作地点将位于中国上海。

Employment Period. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company from the Effective Date and thereafter unless and until terminated by the Company or the Executive (the “Employment Period”); provided, however, that (i) the Company must give the Executive written notice of termination of the Executive’s employment not less than six (6) calendar months prior to such date of termination, and (ii) the Executive must give the Company written notice of termination of his employment not less than six (6) calendar months prior to such date of termination; provided, further, however, that in the event of a termination by the Company for Cause pursuant to Section 10(b) hereof, the Executive’s termination of employment shall be effective immediately. Notwithstanding the foregoing, the Executive’s employment shall automatically terminate on the earlier occurrence of the end of the notice period or the retirement of the Executive from the company (“Retirement”).

工作期限. 公司同意自生效日起雇佣签约人, 签约人同意自生效日起履责, 直至公司或签约人终止本合同(“工作期限”), 但(i) 公司必须在终止雇佣日期之前至少提前六(6)个日历月，以书面形式通知签约人终止劳动合同事宜，并且(ii)签约人需至少提前六(6)个日历月书面通知公司终止劳动合同事宜; 但公司根据本合同第10条b款约定的事由主张终止的, 签约人劳动合同应立即终止。尽管有上述约定, 签约人的劳动合同应当在通知期限届满, 或签约人自公司退休之日自动终止(“退休”) 。

Extent of Service. During the Employment Period, the Executive shall use his best efforts to promote the interests of the Company and those of any parent, subsidiary and associated company of the Company, and shall devote his full time and attention during normal business hours to the business and affairs of the Company and any parent, subsidiary and associated company. In addition, the Executive shall devote as much time outside normal business hours to the performance of his duties as may in the interests of the Company be reasonably necessary; provided, however, that the Executive shall not receive any remuneration in addition to that set out in Section 5 hereof in respect of her work during such time.

- 2 -

During the Employment Period, the Executive shall not, without the consent of the Chief Executive Officer, directly or indirectly, either alone or jointly with or as a director, manager, agent or servant of any other person, firm or company, be engaged, concerned or interested in any business in a manner that would conflict with the Executive’s duties under this Section 4 (including holding any shares, loan, stock or any other ownership interest in any competitor of the Company), provided that nothing in this Section 4 shall preclude the Executive from holding shares, loan, stock or any other ownership interest in an entity other than a competitor of the Company as an investment.

工作内容. 在工作期限内, 签约人应尽最大努力提升公司及其母公司、子公司、关联公司的利益。此外, 签约人应当在正常工作时间之外为公司合理必要利益投入精力以履行其职责; 但签约人不得因此而获取除本合同第5条约定之外的任何报酬。任职期间, 非经首席执行官, 签约人不得直接或间接, 独自或与董事、经理、代理或任何其他人、企业或公司中雇员共同, 从事、涉及或有意参与任何与签约人在本合同第4条项下职责有潜在冲突的业务(包括在任何公司竞争对手中持股、持有债权、股份或其他任何所有权权益), 但本合同第4条不得妨碍签约人在任何公司竞争对手之外的实体中持股、持有债权、股份或其他任何所有权权益。

Compensation and Benefits.

薪酬和福利

(a)

Base Salary. During the Employment Period, the Executive shall receive a gross salary at the rate of CNY 3,800,000 per year (“Base Salary”), less normal withholdings, payable in monthly installments as are or become customary under the Company’s payroll practices for its employees from time to time. The Leadership Development and Compensation Committee of the Board of Directors of Autoliv Inc. (the “Compensation Committee”) shall review the Executive’s Base Salary annually during the Employment Period. Any adjustments to the Executive’s annual base salary shall become the Executive’s Base Salary for purposes of this Agreement.

基本薪酬. 在工作期限内, 签约人每年应得人民币叁佰捌拾万元的薪酬总额(“基本薪酬”), 扣除法定税款, 根据现有或不时变动的公司员工薪酬制度按月发放。公司董事会中领导力发展和薪酬委员会(“薪酬委员会”)将在工作期限内按年审核签约人的基本薪酬。就本合同而言, 任何对签约人年度基本薪酬的调整应当构成签约人的基本薪酬。

(b)

Bonus. During the Employment Period, the Executive shall be eligible to participate in the Autoliv’s bonus plan for executive officers, if any, pursuant to which he will have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year to year by the Compensation Committee (such bonus earned at the stated “target” level of achievement being referred to herein as the “Target Bonus”).

- 3 -

Until otherwise changed by the Compensation Committee, the Executive’s Target Bonus shall be forty percent (40%) of his Base Salary.

奖金. 在工作期限内, 签约人有资格加入奥托立夫面向管理人员的奖金计划(若有), 根据薪酬委员会每年度设立的绩效目标达标情况, 签约人有机会获得一笔年度奖金(根据达成“目标”等级所得的奖金, 以下简称“目标奖金”)。除非薪酬委员会另行变更, 签约人的目标奖金应为其基本薪酬的百分之四十(40%)。

(c)

Equity Incentive Compensation. During the Employment Period, the Executive shall be eligible for equity grants under the Autoliv, Inc. Amended and Restated 1997 Stock Incentive Plan or any successor plan or plans, having such terms and conditions as awards to other peer executives of the Company, as determined by the Compensation Committee in its sole discretion, unless the Executive consents to a different type of award or different terms of such award than are applicable to other peer executives of the Company. Nothing herein requires the Compensation Committee to grant the Executive equity awards or other long-term incentive awards in any year.

股权激励薪酬. 在工作期间内，签约人将有资格获得Autoliv, Inc. 授予的股权。修订并重申1997年股票激励计划或任何后续计划，其中包括由薪酬委员会自行决定的奖励公司其他同级别的高管的条款和条件，除非该高管同意适用于本公司其他同级高管的不同类型的奖励或该等奖励的不同条款。本协议中没有要求薪酬委员会在任何一年授予签约人股权奖励或其他长期激励奖励。

(d)

Expenses. The Executive shall be entitled to receive payment or reimbursement for all reasonable traveling, hotel and other expenses incurred by his in the performance of his duties under this Agreement, in accordance with the policies, practices and procedures of the Company as in effect from time to time. The Executive shall provide the Company with receipts, vouchers or other evidence of actual payment of the expenses to be reimbursed, as requested by the Company.

费用. 就签约人根据履行本合同项下职责期间产生的合理的差旅、住宿以及其他费用, 根据公司不时生效的政策、惯例、程序, 签约人有权获得津贴或报销。签约人应当根据公司要求, 向公司提供报销所需的收据、付款凭证或其他可以证明实际支付费用的证明。

(e)

Conditions of Employment. Normal conditions of employment as issued by the Company apply to the receipt of benefits under this Section 5.

工作条件. 公司实行的正常工作条件下, 适用本合同第5条项下的福利。

Vacation. The Executive shall be entitled to yearly vacation amounting to 30 days.

年假. 签约人有权每年享有30天假期。

- 4 -

Permanent and Temporary Benefits. The Company shall provide the Executive with a company car and driver or, if consistent with local policies where the Executive is based, a car allowance.

长期和短期福利. 公司应当向签约人配备公司专车及驾驶员, 或根据签约人工作地地方政策向其提供车补。

The Company shall pay contributions for participation in French pensions and related benefits under the terms and levels in Exhibit A attached to this Agreement.

公司应根据本合同附件A约定的条款和条件为签约人支付法国的养老金以及相应福利。

Additionally, the Executive will be provided with or will be reimbursed for the following temporary benefits for the first three years of employment:

此外，签约人在受雇首三年内，会获得下列福利:

The Executive will be paid a monthly housing allowance of CNY 39,000.

签约人将获得每月人民币39,000的住房补贴。

International Health and Relocation Insurance for all accompanying family members according to Autoliv’s International Assignments policies.

根据奥托立夫国际员工得外派政策，为所有随行家庭成员提供国际健康和搬迁保险。

Schooling for accompanying children.

陪同儿童学费。

Tax return support

税收返还支持

The expenses for French pension contributions and temporary Benefits will be grossed up and be paid by the Company, if any.

法国的养老金缴纳及短期福利的费用将由公司合并并支付。

If requested by the executive, the Company shall pay or reimburse verified and reasonable moving expenses in connection with the executive’s potential private return to France after the agreement is terminated by either of the parties, except for termination by the company for cause, and provided that the moving takes place within three (3) months following the termination date.

- 5 -

除非公司出于法定事由解除本合同，若任何一方解除本合同，经签约人要求，公司应当向签约人支付或者报销经核实的合理搬家费用，该笔费用应与签约人潜在的返回法国的私人行程相关，并且搬家须在合同解除日期之日起的三（3）个月内发生。

Business or Trade Information. The Executive shall not during or after the termination of his employment hereunder disclose to any person, firm of company whatsoever or use for his own purpose or for any purposes other than those of the Company any information relating to the Company (including any parent, subsidiary or associated company of the Company) or its business or trade secrets of which he has or shall hereafter become possessed. These restrictions shall cease to apply to any information which may come into the public domain (other than by breach of the provisions hereof). In the event that the Executive does not comply with this Section 8, the Company shall be entitled to damages equal to six (6) times the average monthly Base Salary that the Executive received during the preceding twelve (12) months, if the Executive continues to be employed, or during the last twelve (12) months prior to his Date of Termination, if the Executive’s employment has terminated; provided, however, that nothing in this Section 8 shall preclude the Company from pursuing arbitration in accordance with Section 16 herein and seeking additional damages from the Executive in the event that the Company is able to demonstrate to the arbitrators that the value of the damages incurred by the Company due to the Executive’s violation of this Section 8 exceed the aggregate value of the damages paid by the Executive to the Company pursuant to the foregoing provision.

商业或交易信息. 签约人不得在工作期间及劳动合同终止之后向公司的任何人、企业披露其已知或之后得知的任何公司(包括任何公司的母公司、子公司或关联公司)相关信息或其商业或交易秘密, 亦不得出于自用或其他任何非公司目的进行使用。上述限制自信息为公众所知晓时不再适用, 但因违反本合同约定使得信息为公众所知晓的除外。若签约人不遵守本第8条的规定, 则公司有权, 若签约人仍在职, 向签约人主张其前十二(12)个月获得的月平均基本薪资; 若签约人劳动合同被终止, 向签约人主张六(6)倍于其终止日前十二(12)个月获得的月平均基本薪资作为损害赔偿金。本第8条规定不排除公司根据本合同第16条规定提起仲裁, 并在公司有证据向仲裁员证明, 签约人违反本合同第8条的规定导致公司遭受的损害赔偿, 已超过前述条款中约定的签约人应向公司支付的损害赔偿总额的情况下, 向签约人主张额外损害赔偿的权利。

Company Property. The Executive shall upon the termination of his employment hereunder for whatever reason immediately deliver to the Company all designs, specifications, correspondence and other documents, papers, the car provided hereunder and all other property belonging to the Company or any of its affiliated companies or which may have been prepared by his or have come into his possession in the course of his employment.

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公司财产. 任何原因导致签约人终止工作的, 签约人应当立即向公司交接全部设计、说明书、通信及其他文档、文件, 公司专车, 其他所有公司或其关联公司的财产, 以及在签约人任职期间配置或持有的财产。

10.

Termination of Employment.

劳动合同终止

(a)

Death; Retirement. The Executive’s employment shall terminate automatically upon his death or Retirement.

死亡、退休. 签约人死亡或退休, 其劳动合同应当自动终止。

(b)

Termination by the Company. The Company may terminate the Executive’s employment during the Employment Period with Cause or for other reasons pursuant to Chinese Employment Contract Law and other relevant laws and regulations. “Cause” for termination by the Company of the Executive’s employment shall mean (i) willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Board of Directors of Autoliv Inc. (the “Board”), which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Chief Executive Officer and Executive Vice President Human Resources establishes to the Board by clear and convincing evidence that Cause exists, subject to Section 10(f) hereof.

公司终止. 在工作期限内, 公司可根据正当理由或《中华人民共和国劳动合同法》及相关法律法规规定的其他理由终止签约人的劳动合同。公司终止签约人劳动合同的“正当理由”是指(i)公司董事会(“董事会”)书面要求签约人实质履行职责, 且该要求明确指出董事会认定签约人未能实质履行签约人职责的情形, 该要求送达签约人后, 签约人仍故意持续不实质履行签约人对奥托立夫的职责(不包括因身体或心理疾病原因导致的履行不能), 或(ii)签约人故意做出明显并严重有损于公司财政或其他方面的行为。就本条第(i)和(ii)款而言, (x)针对签约人, 任何作为或不作为不得被认定为“故意”, 除非行为已由签约人作出或被签约人省略, 且该作为或不作为是恶意的, 无法被合理相信其是为了公司的最大利益; 且(y)根据本合同第10(f)条规定, 若就本条款的适用出现争议, 除非首席执行官及人力资源执行副总裁向董事会提出明确且具有说服力的证据证明存在正当理由, 否则公司主张存在“正当理由”的情形均无效。

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(c)

Termination by the Executive. The Executive may terminate his employment during the Employment Period with Good Reason or without Good Reason. “Good Reason” shall mean the occurrence, without the Executive’s express written consent, of any of the following “Good Reason Events”:

签约人终止. 在工作期限内, 无论是否存在充足理由, 签约人均可终止劳动合同。“充足理由”是指非经签约人明示书面同意, 发生下列“充足理由事件”之一:

(i)

the assignment to the Executive of any duties inconsistent with the Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive’s responsibilities from those in effect on the Effective Date other than any such alteration primarily attributable to the fact that Autoliv Inc. may no longer be a public company.

签约人的职责与签约人公司管理人员身份不符, 或对签约人义务的性质或状态较生效日相比作出实质不利变更, 但因奥托立夫不再作为上市公司而导致的变更除外;

(ii)

a reduction by the Company in the Executive’s annual base salary as in effect on the Effective Date or as the same may be increased from time to time;

公司降低签约人于生效日生效的年度基本薪资, 或经不时增长后的年度基本薪资;

(iii)

the failure by the Company to pay to the Executive any portion of the Executive’s current compensation within seven (7) days of the date such compensation is due;

公司未在到期支付签约人报酬之日后七(7)日内向签约人支付其现有报酬;

(iv)

the failure by the Company to continue in effect any compensation plan in which the Executive participates on the Effective Date which is material to the Executive’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive’s participation relative to other participants, as existed on the Effective Date; or 未持续执行签约人薪酬计划(或其替代或备选方案)对于生效日所确定的福利, 无论是在支付的金额或时间, 还是与其他参与者相比在水平上, 都没有实质的不利影响; 或

公司未持续执行签约人于生效日参与的薪酬计划, 且该薪酬计划对签约人薪酬总额有重大影响, 除非针对该薪酬计划另行制定了合理的安排(于持续性替代或备选方案中体现), 或公司

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(v)

the failure by any successor to the business of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

公司业务承继方(无论是通过直接或间接收购、兼并、合并或其他方式)未能明示同意将按照承继发生前所要求的方式和程度继续承担履行本合同的义务。

A termination by the Executive shall not constitute termination for Good Reason unless the Executive shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of such event), and there shall have passed a reasonable time (not less than 30 days) within which the Company may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by the Executive. The Executive’s termination for Good Reason must occur within a period of 160 days after the occurrence of an event of Good Reason. The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. Good Reason shall not include the Executive’s death.

签约人在向公司递交书面通知并明确告知公司其有权主张终止本合同的充足理由后方可正当解除本合同(该通知至迟应在事项发生后90日内发出), 公司在之后的合理期间内(不少于30日)可以采取措施纠正、撤销或实质改变签约人主张的充足理由。签约人在该充足理由出现之日起160日后方有权解除本合同。签约人以充足理由解除本合同的权利不因签约人身体或心理疾病而受影响。签约人持续劳动关系不应视为其对本合同项下任何作为或不作为构成充足理由的允许或放弃。正当理由不包括执行人员的死亡。

(d)

Notice of Termination. Any termination by the Company or the Executive of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) specifies the termination date.

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Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail. The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company’s rights hereunder.

终止通知. 公司或签约人终止本合同(非因死亡原因)应当由一方向另一方发送书面终止的通知。就本合同而言, “终止通知”是指一份书面通知, 其应当(i)指出所依据的本合同中特定的终止条款, (ii)合理篇幅描述依据前述条款终止签约人劳动合同的事实和情形, 且(iii)明示终止日期。此外, 终止通知要求包含一份经董事会会议做出的且由不少于董事会全体董事四分之三(3/4)表决通过的决议, 董事会会议召开的目的是为了审阅该终止通知(经合理通知签约人并听取签约人及其法律顾问的意见)并由董事会善意检查签约人是否存在违反本终止通知定义中第(i)和(ii)项确定的行为, 并明示详细指出。公司未在终止通知中表明任何条件形成的事实或情形并不意味着公司放弃本合同项下的任何权利或排除公司在行使本合同项下权利的过程中宣称存在上述事实或情形的权利。

(e)

Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated other than by reason of death or Retirement, the end of the notice period specified in Section 3 hereof (if applicable), or (ii) if the Executive’s employment is terminated by reason of death, the Date of Termination shall be the date of death of the Executive, or (iii) if the Executive’s employment is terminated by reason of Retirement, the Date of Termination shall be the date of Retirement.

终止日期. “终止日期”是指(i)若签约人劳动合同非因死亡、退休、满足本合同第3条(若适用)所指通知期限届满而终止, 或(ii)若签约人劳动合同因死亡而终止, 终止日期即为签约人死亡日期, 或(iii)若签约人劳动合同因退休而终止, 终止日期即为退休日期。

(f)

Dispute Concerning Termination. Any disputes regarding the termination of the Executive’s employment shall be settled in accordance with Section 16 hereof (including, without limitation, the provisions regarding costs and expenses related to arbitration). If within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this Section 10(f)), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of the arbitrators (which is not appealable or with respect to which the time for appeal there from has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence.

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终止相关争议. 任何与签约人劳动合同终止相关的争议应当适用本合同第16条予以解决(包括但不限于仲裁相关成本和费用的规定)。若终止通知发出之日起十五(15)日内, 或虽超过十五(15)日, 但仍处于终止日期前(不根据本款决定), 收到终止通知的一方通知另一方存在有关终止的争议, 则终止日期应当延长至争议解决之日, 或通过双方协商书面认可的方式或通过终局判决、决定或仲裁员裁决(不得上诉或上诉期已届满无法上诉)。终止日期应当根据签约人提供的争议通知方可延长, 并要求该通知由签约人善意提供且其为争议的解决尽到合理的勤勉义务。

(g)

Compensation During Dispute. If the Date of Termination is extended in accordance with Section 10(f) hereof, the Company shall continue to provide the Executive with the compensation and benefits specified in Section 5 hereof until the Date of Termination, as determined in accordance with Section 10(f) hereof. Amounts paid under this Section 10(g) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement; provided, however, that in the event that the arbitration results in a determination that the Executive is not entitled to the severance payments set forth in Section 11(a) hereof, then the Executive shall be obligated to promptly repay to the Company the compensation received by the Executive during the extended period pursuant to this Section 10(g).

争议期间薪酬. 若终止日期根据第10(f)条的规定延长, 则公司应当向签约人不间断提供本合同第5条项下约定的薪酬和福利, 直至根据第10(f)条规定的终止日期。根据本款规定应当支付的金额应当与本合同项下其他到期应付款项一齐支付, 且不得抵销或减少任何本合同项下的其他应付款项。但若仲裁裁决认定签约人无权获取本合同第11(a)条项下的遣散费, 则签约人应当立即向公司返还其根据本款在延长期间所收到的薪酬。

11.

Obligations of the Company Upon Termination of Employment.

劳动合同终止后公司义务

(a)

Termination by the Company Other Than for Cause; Termination by the Executive for Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, or the Executive shall terminate employment for Good Reason, then, and only if within forty-five (45) days after the Date of Termination the Executive shall have executed a separation agreement containing a full general release of claims and covenant not to sue, in the form provided by the Company, and such separation agreement shall not have been revoked within such time period, within sixty (60) days after the Date of Termination (or such later date as may be required pursuant to Section 21(c) herein), the Company shall pay to the Executive a lump sum severance payment, in cash, equal to one and a half times (1.5x) the Executive’s Base Salary as in effect immediately prior to the Date of Termination.

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For purposes of the Prior Agreement, the Spin-Off or any other changes to the terms and conditions of the Executive’s employment in connection with the Spin-Off shall not constitute an event that would permit the Executive to terminate his employment or a termination of the Executive’s employment by Autoliv other than for “Cause”.

公司非因正当理由终止; 签约人因充足理由终止. 若, 在工作期限内, 公司非因正当理由终止与签约人的劳动合同, 或签约人因充足理由终止劳动合同, 则, 且仅在终止日期之后四十五(45)日内, 签约人应当另行签署一份协议, 该协议形式由公司提供, 内容包含放弃全部请求并承诺不起诉, 且该另行签署的协议在前述期间内不能被撤销。终止日期之后六十(60)日内(或根据第21条第c款的要求稍后的日期内), 公司应当向签约人一次性现金支付一笔等同于签约人一点五(1.5)倍基本薪酬的遣散费, 且该遣散费的支付在终止日期前立即生效。就前期合同而言, 分拆或与分拆相关的任何其他签约人劳动合同中条款与条件的变更, 均不应构成签约人终止其劳动合同的事件, 或构成奥托立夫除“正当理由”外终止签约人劳动合同的事件。

(b)

Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive or the Executive’s legal representatives under this Agreement, other than such death benefits he or they would otherwise be entitled to receive under any plan, program, policy or practice or contract or agreement of the Company or its affiliated companies.

死亡. 在在工作期限内若因签约人死亡导致劳动合同终止的, 本合同应当终止, 且不应使签约人或签约人在本合同项下的法定代理人承担进一步的义务, 除非该死亡使其获益, 或前述人员有权获得公司或其关联公司中任何计划、项目、政策、惯例、合同或协议项下的利益。

(c)

Retirement. If the Executive’s employment is terminated in connection with his Retirement during the Employment Period, this Agreement shall terminate without further obligations to the Executive; provided, however, that the Executive shall nonetheless be subject to the covenants set forth in Section 13 herein.

退休. 在工作期限内若签约人因退休使得劳动合同终止, 则本合同应当终止, 且不应使签约人承担进一步的义务, 但签约人仍将受到本合同第13条规定的约束。

(d)

Cause; Voluntary Resignation. If the Executive’s employment is terminated by the Company for Cause during the Employment Period, or the Executive voluntarily resigns his employment without Good Reason, this Agreement shall terminate without further obligations to the Executive; provided, however, that the Executive shall nonetheless be subject to the covenants set forth in Section 13 herein.

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正当理由; 自愿离职. 在工作期限内若公司根据正当理由终止签约人劳动合同, 或签约人无充足理由自愿解除劳动关系, 则本合同应当终止, 且不应使签约人承担进一步的义务, 但签约人仍将受到本合同第13条规定的约束。

12.

Non-Duplication of Benefits. Notwithstanding anything to contrary in this Agreement, the aggregate of any amounts payable to the Executive by the Company pursuant to Section 5 (including any compensation and benefits paid pursuant to such section during any applicable termination notice period pursuant to Section 3), Section 10(g) or Section 11 herein shall be offset and reduced to the extent necessary by any other compensation or benefits of the same or similar type, including those payable under local laws of any relevant jurisdiction, so that such other compensation or benefits, if any, do not augment the aggregate of any amounts payable to the Executive by the Company pursuant to Section 5 (including any compensation and benefits paid pursuant to such section during any applicable termination notice period pursuant to Section 3), Section 10(g) or Section 11 herein. It is intended that this Agreement not duplicate compensation or benefits the Executive is entitled to under country “redundancy” laws, the Company’s severance policy, if any, any related or similar policies, or any other contracts, agreements or arrangements between the Executive and the Company.

不重复给付福利. 尽管本合同中存在相反约定, 但公司根据第5条(包括根据第3条约定, 在任何终止通知期间适用本条款而应支付的任何薪酬和福利)、第10条第g款或第11条应向签约人支付的任何款项的总额, 应当在必要程度内同其他相同或相似类型的薪酬或福利进行抵销和降低, 包括那些根据相关管辖地地方法律规定应当支付的薪酬或福利, 使得其他薪酬或福利(若有)不会对由公司根据第5条(包括任何根据第3条规定在终止通知期间应当根据该条款支付的薪酬和福利)、第10条第g款或第11条规定应向签约人支付的款项总额造成增加。本合同的目的是不重复给付签约人有权根据地方“冗余”法律、公司遣散政策(若有)以及任何相关或类似政策, 或任何签约人与公司之间的其他合同、协议或安排而获得的薪酬或福利。

13.

Non-Competition Covenant; Payment for Non-Competition Covenant.

竞业禁止约定; 竞业禁止约定的费用.

(a)

During the twelve (12) months immediately following the termination of his employment with the Company, the Executive shall not (i) accept employment with a competitor of the Company in a capacity in which such competitor can make use of the confidential information relating to the Company that the Executive has obtained in his employment with the Company, (ii) engage as a partner or owner in such competitor of the Company, nor (iii) act as an advisor to such competitor (the “Non-Competition Covenant”).

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在终止其与公司工作后的十二(12)月内, 签约人不得(i) 接受有能力利用签约人在其于公司工作期间取得的与公司有关的保密信息的公司竞争对手的工作, (ii)成为该公司竞争对手的合伙人或所有者, 或者(iii)担任该竞争对手的顾问(“竞业禁止约定”)。

(b)

The Non-Competition Covenant shall not apply:

竞业禁止约定不适用:

(i)

In the event the Executive’s employment is terminated by the Company other than for Cause; or

若签约人劳动合同被公司非因正当理由终止; 或

(ii)

In the event the Executive resigns for Good Reason; or

若签约人因充足理由终止劳动合同；或

(iii)

In the event the Company chooses to waive the Non-Competition Covenant.

若公司选择放弃竞业禁止约定。

(c)

If the Executive does not comply with the Non-Competition Covenant when applicable, then (i) the Executive shall not be entitled to any benefits pursuant to Section 13(d) below during the period in which the Executive is not in compliance with such Non-Competition Covenant, and (ii) the Company shall be entitled to damages equal to six (6) times the average monthly Base Salary that the Executive received during the last twelve (12) months prior to the Date of Termination.

若签约人应当遵守而未遵守竞业禁止约定的, 那么(i)在签约人未遵守竞业禁止约定期间, 签约人无权根据下列第13(d)条取得任何福利, 并且(ii)公司有权根据签约人在其终止日之前最后十二(12)个月的薪酬, 向签约人等同于月度基本薪酬其六(6)倍的赔偿。

(d)

If the Non-Competition Covenant becomes operative, then the Company shall pay to the Executive, as compensation for the inconvenience of such Non-Competition Covenant, up to twelve (12) monthly payments equal to the Executive’s monthly Base Salary as in effect on the Date of Termination, less the monthly salary earned during such month by the Executive in a subsequent employment, if any; provided, however, that the aggregate monthly payments from the Company pursuant to this Section 13(d) shall not exceed thirty percent (30%) of the Executive’s annual Base Salary as in effect on the Date of Termination, and once the 30% aggregate amount has been paid, no further payments will be made under this Section 13(d). As a condition to the receipt of such payments, the Executive must inform the Company of his base salary in his new employment on a monthly basis. No payments shall be made under this Section 13 if the Executive’s employment is terminated in connection with his Retirement.

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如果竞业禁止义务生效的, 那么公司应当就签约人因竞业禁止义务所造成的不便, 在终止日之后向签约人支付不超过十二(12)个月的补偿, 金额等同于签约人阅读基本薪酬减去签约人在此期间后一份工作(如有)每月所受领的工资, 但是公司根据本合同第13(d)条向签约人支付的月度款项总金额应不超过终止日时签约人年度基本薪酬的百分之三十(30%), 并且30%的总金额支付完毕后, 本合同第13(d)条下不再有其他支付义务。作为受领该款项的条件, 签约人应当每月向公司汇报她在新工作的基本薪酬。如果签约人的工作因其退休有关原因被终止的, 则本合同第13条不再有支付义务。

14.

Inventions.

发明.

(a)

The general nature of any discovery, invention, secret process or improvement made or discovered by the Executive during the period of the Executive’s employment by the Company (hereinafter called “the Executive’s Inventions”) shall be notified by the Executive to the Company forthwith upon it being made or discovered.

签约人在签约人为公司所雇佣期间创造或发现的任何性质的发现、发明、保密方法或改进(以下简称 “签约人发明”)应由签约人再发明或发现后立即向公司通知。

(b)

The entitlement as between the Company and the Executive to the Executive’s Inventions shall be determined in accordance with the current Act (1949:345) on the Right to Inventions made by Employees and the Executive acknowledges that because of the nature of his duties and the particular responsibilities arising therefrom he has a special obligation to further the interests of the Company’s undertaking.

公司和签约人对于签约人发明的权利应根据现行的雇员发明权利法案(1949:345), 并且签约人确认, 由于其职务的性质和由其产生的责任, 他对于公司的未来利益有着特别责任。

(c)

Where the Executive’s Inventions are to be assigned to the Company, the Executive shall make a full disclosure of the same to the Company and if and whenever required to do so shall at the expense of the Company apply, singly or jointly with the Company or other persons as required by the Company, for letters patent or other equivalent protection in Sweden and in any other part of the world of the Executive’s Inventions.

鉴于签约人发明应转让给公司, 签约人应在需要的情况下, 根据公司的要求单独或与公司或其他人员共同随时将全部信息披露给公司, 以在瑞典和世界上任何其他地方取得签约人发明的专利证书或类似保护费用由公司承担。

15.

Disputes. Disputes regarding this Agreement (including, without limitation, disputes regarding the existence of Cause or Good Reason) shall be settled by arbitration in accordance with the Chinese Conciliation and Arbitration for Employment Disputes Law.

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争议解决. 有关本合同的争议(包括但不限于关于是否存在正当理由或充足理由的争议)应根据中华人民共和国劳动争议调解仲裁法提交仲裁。

16.

Governing Law. This Agreement shall be governed by and construed in accordance with Chinese law and, where applicable, the laws of any applicable local jurisdictions.

管辖法律. 本合同应受中国法律以及其他可适用的管辖地法律的管辖并根据其进行解释。

17.

Amendment. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board.

变更. 未经董事会特别指派的官员与签约人签署书面协议, 本合同任何条款均不得被修改、放弃或免除。

18.

Notices. All notices and other communications hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

通知.本协议项下的所有通知和其他通信均应采用书面形式，并应通过挂号信或挂号信发出，要求回执，预付邮资，地址如下:

If to the Executive: Fabien Dumont

1720 Honqqiao Road, Buidling 12, Apartment 6A, 200336, Shanghai, China

如果寄送给签约人: 签约人姓名：Fabien Dumont

签约人地址：中国上海市虹桥路1720号12栋6A座，邮编200336

If to the Company: Autoliv (Shanghai) Management Co. Ltd.

No. 1000 Beihe Highway 201807 Shanghai-Jiading China

如果寄送给公司: 奥托立夫(上海)管理有限公司

中国上海嘉定区北和公路1000 号（201807）

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

或寄送至一方根据本合同约定以书面形式提供给另一方的其他地址。通知或交流应在接收方收到时生效。

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19.

U.S. Tax Code Section 409A. This Section 19 shall apply only in the event that the Executive is or becomes a taxpayer under the laws of the United States at any time during the Employment Period.

美国税法第409A条. 本第19条仅在签约人属于或在工作期限内的任意时间内成为美国法律下的纳税人时适用。

(a)

General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive as a result of the application of Section 409A of the Code.

总则. 本合同应以本合同项下任何款项或福利应按照美国1986年内陆税务法案第409A条, 以及根据美国内陆税务总署和美国财政部据此发布的指导或规定(“美国税法”), 豁免或者符合其要求的方式支付或提供的方式进行解释。但是, 本合同所提供福利的税收待遇属于无保证或担保的。公司和气董事、官员、雇员或顾问均不对任何税费、利息、罚息或其他签约人由于美国税法第409A条所应缴纳的款项负责。

(b)

Definitional Restrictions. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of a Change in Control or the Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to the Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control or termination of employment, as the case may be, meet any description or definition of “change in control event” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Non-Exempt Deferred Compensation upon a Change in Control or termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event” or “separation from service,” as the case may be, or such later date as may be required by subsection (c) below.

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If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance.

定义限制. 除非本合同另有约定, 对于任何款项或福利可以构成美国税法第409A条规定的不合格的“延期补偿”(“不合格延期补偿”), 在控制权变更或签约人终止工作的情况下, 应根据本合同支付或分配, 或者不合格延期补偿款项的另一种形式将生效; 不合格延期补偿不得向签约人支付或者分配, 和/或不合格延期补偿的款项不得变更为另一种形式, 在此情况下不构成不合格延期补偿, 除非此类情况导致控制权变更或者签约人终止工作(视情况而定), 致使出现税法第409A条和适用法规(除了该定义中可能适用的选择性条款以外)所规定的“控制权变更情形”或“离开职位”(视情况而定)。无论如何, 本条款不禁止由控制权变更或终止工作导致的不合格延期补偿的适用。如果本条款对任何不合格延期补偿的支付或分配形成阻碍, 则该付款或分配应在构成第409A条规定的“控制权变更情形”或“离开职位”(视情况而定)时间产生之日, 或者不晚于本条下列第(c)项约定的时间完成。如果本条款对任何金额或福利以另一种形式支付形成阻碍的, 则该付款应以该指定情况或情形不存在的状态下以同样方式完成。

(c)

Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which he is a “specified employee” (as defined in Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A‑3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes), (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Executive’s separation from service (or, if the Executive dies during such period, within thirty (30) days after the Executive’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

特定情况下的六个月延期. 除非本合同另有约定, 若本合同项下的任何款项或福利由于签约人在属于“特殊工作”(定义见美国税法第409A条和该法案的最终规定)期间离开职位导致不合格延期补偿需要支付或者分配, 那么根据公司依照美国财政部规定第1.409A 3(j)(4)(ii)(国内关系法令), (j)(4)(iii)(利益冲突), 或(j)(4)(vi)(工作税收支付)指定的任何可接接受的加速付款, (i) 该款项应当在签约人离开职位后六个月内支付的不合格延期补偿金额应当在其离职后累计并在第七个月的第一天完成支付或分配(或者, 若签约人在此期间内死亡的, 在其死亡后三十

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(30)天内完成)(无论哪种情况, 均称为“要求延迟期间”); 并且(ii) 任何剩余款项或福利的正常支付或分配计划将在要求延期吃钱届满后继续进行。

(d)

Treatment of Installment Payments. Each payment of termination benefits under this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A‑2(b)(2), for purposes of Section 409A of the Code.

分期付款待遇. 为符合美国税法第409A条, 本合同项下的每笔终止福利应视为单独的付款, 依据美国财政部第1.409A‑2(b)(2)条进行。

(e)

Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on the Executive’s execution and non-revocation of a release of claims, such as the separation agreement referenced in Section 11(a) hereof, such release must be executed and all revocation periods shall have expired within 60 days after the Date of Termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, such payment or benefit (including any installment payments) that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day after the Date of Termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period.

发出请求的时间. 本合同项下的款项或福利均签约人基于执行和不可撤销地发出请求生效, 据此应参见本合同第11(a)条提及的另行签署协议, 该弃权应当得到执行并且所有撤销其应在终止日后60日内届满; 逾期者应视为签约人放弃该款项或福利。如果该款项或福利构成不合格延期补偿的, 那么根据本条前述第(c)项, 该本应在60日内支付的款项或福利(包括任何分期款项)应累计并在终止日后第60天支付, 若该申请已经得到执行且不可撤销期间已经届满。若该付款或福利不属于税法第409A条的范围, 则公司可以在该60日的期间内任意选择行使或开始支付的时间。

(f)

Timing of Reimbursements and In-kind Benefits. If the Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement and if such payments or reimbursements are includible in the Executive’s federal gross taxable income, the amount of such expenses payable or reimbursable in any one calendar year shall not affect the amount payable or reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. The right to any reimbursement for expenses incurred or provision of in-kind benefits is limited to the lifetime of the Executive, or such shorter period of time as is provided with respect to each particular right to reimbursement in-kind benefits pursuant to the preceding provisions of this Agreement.

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No right of the Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

报销和非现金福利的时间. 如果签约人有权根据本合同就任何应税费用进行核销或报销, 并且该核销或报销费用包含在签约人应税总收入中的, 则任何自然年度的此类核销或报销费用将不会对其他年度的核销或报销费用产生影响, 并且合规费用的报销应当在该费用产生的次年12月31日之前完成。签约人有权申请费用报销或者非现金福利的期限为终生, 除非本合同前述条款中对于各特定权利报销规定的期限更短。签约人在本合同项下的报销福利不因清算或者变更为其他权益而灭失。

20.

Entire Agreement. Except the outstanding long term incentive grants previously agreed upon by both parties, this Agreement supersedes the Prior Agreement between the parties dated April 15, 2022 and any other previous agreements and arrangements whether written, oral or implied between the Company or Autoliv and the Executive relating to the employment of the Executive, without prejudice to any rights accrued to the Company or the Executive prior to the commencement of his employment under this Agreement.

合同完整性. 除双方此前同意的现有的长期激励奖金外，并且在不影响公司及签约人在本合同雇佣日期开始前的其他任何权利的情况下，本合同取代双方于2022年4月15日签署的合同以及其他任何过往的合同及安排，无论此类合同及安排是由公司或奥托立夫与签约人以书面形式、口头形式或经暗示订立的。

(signatures on following page)

(后附签署页)

- 20 -

Exhibit A French Social Security Related Contributions

附件A 法国相关社会保险缴纳

•

The Executive shall continue to be enrolled to the following branches of the French voluntary Social Security Scheme:

签约人将继续享受以下法国当地自愿交纳的社会福利：

CFE (Caisse des Français à l’Etranger)

Humanis Retraite

Pôle Emploi

•

Contributions to these branches are incident on the Executive’s annual gross base salary, yearly updated by the Company where applicable. Terms and conditions such as but not limited to calculation method, eventual contributions thresholds, caps and payment schedules are subject to the respectively applicable French legislation.

此类福利的缴纳基于签约人的年度基本工资，并在适用条件下由公司进行年度调整。缴纳的条款和条件，包括但不限于计算方法、最终缴纳的起算金额、缴纳上限及支付计划应符合法国相应的法律法规。

•

The contributions referred above shall be paid to the French Administration by NCS Pyrotechnie et Technologies SAS (“NCS”), on behalf of and re-invoiced to the Company.

上述社会福利经由奥托立夫位于法国的法律实体NCS Pyrotechnie et Technologies SAS （“NCS”）代表公司向法国政府机关进行缴纳，且NCS缴纳后向公司开具发票收取相应款项。

•

For avoidance of any doubt, the payments made by NCS on behalf of the Company are processed for administrative convenience only and do not establish any kind of legal rights and obligations between NCS and the Executive.

为避免歧义，NCS仅因行政便利而代表公司缴纳上述款项，且未在NCS和签约人之间建立任何的权利或义务。

- 21 -

IN WITNESS whereof this Agreement has been executed the day and year first above written.

本协议于页首的日期和年份签署,

Title: Executive Vice President, Chief Technology Officer

职位: 首席技术官, 集团副总裁

/s/ Fabien Dumont
Fabien Dumont

With the consent of:

Title: Chief Executive Officer and President of Autoliv Inc.

职位: Autoliv Inc. 首席执行官和总裁

/s/ Mikael Bratt

Mikael Bratt

Title: Executive Vice President, Human Resources and Sustainability of Autoliv Inc.

职位: Autoliv Inc. 人力资源与可持续发展, 集团副总裁

/s/ Petra Albuschus

Petra Albuschus

Title: President of Autoliv China I, Mikael Bratt, certify that:

职位: 奥托立夫中国总裁

/s/ Sng Yih

Sng Yih

- 22 -

EX-31.1 4 alv-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION

of the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1. I have reviewed this quarterly report on Form 10-Q of AUTOLIV, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     October 18, 2024

    

     /s/ Mikael Bratt

    

     Mikael Bratt

    

     President and Chief Executive Officer

    

EX-31.2 5 alv-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION

of the Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Fredrik Westin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AUTOLIV, INC.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     October 18, 2024

    

     /s/ Fredrik Westin

    

     Fredrik Westin

    

     Chief Financial Officer

    

EX-32.1 6 alv-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Autoliv, Inc. (the “Company”) for the period ended September 30, 2024, filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mikael Bratt, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

October 18, 2024

     /s/ Mikael Bratt

    

     Mikael Bratt

    

     President and Chief Executive Officer

    

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 7 alv-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Autoliv, Inc. (the “Company”) for the period ended September 30, 2024, filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fredrik Westin, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

October 18, 2024

     /s/ Fredrik Westin

    

     Fredrik Westin

    

     Chief Financial Officer

    