Notification of the Annual General Meeting 2014

| Source: Trelleborg AB
The shareholders of Trelleborg AB (publ) are hereby invited to attend the Annual
General Meeting of the Company on Wednesday, April 23, 2014, at 5:00 p.m. in
Söderslättshallen, Klörupsvägen 48, Trelleborg, Sweden.

Shareholders wishing to participate in the Meeting must be recorded in the share
register maintained by Euroclear Sweden AB not later than Tuesday, April 15,
2014, and inform the Company of their intention to participate and of any
advisors that the shareholder intends to be accompanied by at the Meeting, not
later than Tuesday, April 15, 2014, at 3:00 p.m.

-                            by post: Trelleborg AB (publ), Attn.: Christina
Björkman, Box 153, SE-231 22 Trelleborg, Sweden, or,
-                            by e-mail to: or
-                            by telephone: +46 (0)410-670 04 or 670 00 or
-                            online at

In their notification, shareholders should state their name, personal identity
number, telephone number and the name of any advisors. If participation is by
proxy, the power of attorney and – assuming the issuer of the power of attorney
is a legal entity – certified proof of registration, or other document proving
the signatory’s authorization, must be sent to the Company prior to the Meeting.
The Company provides power of attorney forms at and by post
to shareholders who contact the company and provide an address. The information
provided will be used exclusively in conjunction with the Meeting and the
necessary registration and processing for the preparation of the list of voters.

Shareholders whose shares have been registered in the name of a trustee must
temporarily have the shares reregistered in their own name not later than
Tuesday, April 15, 2014. (Such registration should be requested in accordance
with the trustee’s requirements to meet this deadline).


Note that the Annual General Meeting commences at 5:00 p.m. with admission for
registration from 3:00 p.m.

3:00 – 5:00 p.m.  Registration with light refreshments
3:40 p.m.         Meeting hall opens
5:00 p.m.         Meeting commences


1           Election of Chairman of the Meeting (see below).
2           Preparation and approval of voting list.
3           Election of either one or two minutes-checkers.
4           Determination of whether the Meeting has been duly convened.
5           Approval of the Agenda.
6           President’s presentation of operations.
7           Presentation of the annual report and the auditor’s reports and the
consolidated financial statements.
8           Presentation of the work of the Board of Directors and work within
the Remuneration, Audit and Finance Committees.
9           Adoption of:
a)          the Parent Company income statement and balance sheet and the
consolidated income statement and balance sheet
b)         disposition to be made of the company’s profits in accordance with
the adopted balance sheet (proposed dividend, see below)
c)         decision regarding the discharge of the members of the Board of
Directors and of the President from personal liability.
10         Presentation of the work of the Nomination Committee.
11         Determination of the number of Board members (see below).
12         Decision regarding remuneration of the Board, auditing firm, Audit
Committee, Remuneration Committee and Finance Committee (see below).
13         Election of Board and Chairman of the Board as well as authorized
accounting firm (see below).
14         Resolution on remuneration principles for the President and senior
executives (see below).
15         Resolution on appointment of Nomination Committee (see below).
16         Close of meeting.

Trelleborg’s Nomination Committee, which was appointed according to the
principles resolved on by the 2013 Annual General Meeting, comprises Rolf
Kjellman (Chairman of the Nomination Committee), Henry and Gerda Dunker
Foundation - Henrik Didner, Didner & Gerge Funds - Peter Rönström, Lannebo Funds
- Åsa Nisell, Swedbank Robur Funds - Johan Strandberg, SEB Investment
Management, representing the Group’s major shareholders and approximately 62
percent of the votes, and the Chairman of the Board Sören Mellstig.



Nomination Committee proposes Board Chairman Sören Mellstig as Chairman of the


The Board of Directors and President propose a cash dividend to shareholders of
SEK 3.25 per share (3.00). April 28 is proposed as the record date for the
dividend. If the Meeting resolves in accordance with the proposal, the dividend
is expected to be paid out through Euroclear Sweden AB on May 2. However, the
record date and the payment date may be postponed due to the technical process
required to implement payment.


The Nomination Committee proposes that the Board of Directors – to the extent
that it is elected by the Annual General Meeting – shall comprise eight members.


The Nomination Committee proposes that the Annual General Meeting resolve that
the total fees paid to the Board, excluding travel expenses, be SEK 3,760,000
(3,620,000), with SEK 1,150,000 (1,100,000) to be paid to the Chairman and SEK
435,000 (420,000) each to be paid to those Board members who are not employed
within the Trelleborg Group. The Nomination Committee proposes that the
auditor’s fees be paid on a current account basis.

The Nomination Committee proposes that fees payable to those assigned to the
Audit Committee be SEK 150,000 (150,000) for the Chairman and SEK 100,000
(100,000) each for other members. The Nomination Committee proposes that fees
payable to those assigned to the Remuneration Committee be SEK 50,000 (50,000)
for each member. The Nomination Committee proposes that fees payable to those
assigned to the Finance Committee be SEK 50,000 (no remuneration) for each


The Nomination Committee proposes the re-election of Hans Biörck, Jan Carlson,
Claes Lindqvist, Sören Mellstig, Peter Nilsson, Bo Risberg, Nina Udnes Tronstad
and Heléne Vibbleus. It is proposed that Sören Mellstig be elected as Chairman
of the Board.

The Nomination Committee proposes the re-election of PricewaterhouseCoopers as
the company’s auditor, with Mikael Eriksson as auditor in charge, for the period
until the close of the 2015 Annual General Meeting.


The Board proposes that Trelleborg shall offer market-based terms of employment
that enable the Company to recruit, develop and retain senior executives. The
remuneration structure shall comprise fixed and variable salary, pension and
other remuneration, which together form the individual’s total remuneration
package. Trelleborg continuously gathers and evaluates information on market
-based remuneration levels for relevant industries and markets.

It shall be possible for the principles for remuneration to vary depending on
local conditions.

The Board has appointed a Remuneration Committee that is led by the Chairman of
the Board and decides on matters concerning remuneration and terms of employment
for employees reporting directly to the President. The Board resolves on matters
relating to remuneration and terms of employment for the President and
establishes principles for remuneration and other terms of employment for other
senior executives that are presented to the Annual General Meeting for


The Nomination Committee proposes that the appointment of Board members be
conducted, in principle, in the manner determined by the 2013 Annual General
Meeting, meaning that a Nomination Committee shall be appointed within the
Company, to operate for the period until a new Nomination Committee is
appointed, for the preparation and presentation of proposals to shareholders at
the Annual General Meeting regarding the election of Board members, the Chairman
of the Board and, where appropriate, auditors and fees to the Board, members of
Board committees and auditors.

The Nomination Committee shall consist of five members, comprising
representatives of five major shareholders, these being appointed in accordance
with the following.

Not later than at the end of August, the Chairman of the Board shall contact
five major shareholders in the Company, each of whom shall have the right to
appoint one member, who should not be a Board member, to the Nomination
Committee. If any of the major shareholders should waive their right to appoint
a representative to the Nomination Committee, or if a member should resign or
leave before his/her work is complete, the Chairman shall invite another major
owner to appoint a member. In addition, the Nomination Committee can decide to
include the Chairman of the Board in the Committee, although not as Chairman of
the Committee. As part of the work of the Nomination Committee, the Chairman of
the Board shall provide the Committee with an account of the conditions
pertaining to the work of the Board and the need for any special expertise,
etc., that may be of relevance to the nomination of the Board. Individual
shareholders in Trelleborg shall be entitled to submit proposals for Board
members to the Nomination Committee for further evaluation within the scope of
its work.

Information regarding the composition of the Nomination Committee shall be
published in a press release. The Nomination Committee shall have the right to
charge the Company with costs for the recruitment consultants, if such are
deemed necessary, to obtain a suitable choice of candidates for the Board. The
Nomination Committee shall report on its work at the Annual General Meeting.


The Company’s Annual Report and auditor’s report, the auditor’s statement
relating to the application of the remuneration principles for the President and
senior executives adopted by the 2013 Annual General Meeting and the Board’s
complete proposal for a decision regarding remuneration principles for the
President and senior executives will be available from the Group’s head office,
Johan Kocksgatan 10, Trelleborg, Sweden, and from the company’s website at not later than April 2 and will also be distributed to those
who have requested this and who have provided an address. The Annual Report will
be available at the company and from the company’s website as of March 19. The
Nomination Committee’s reasoned statement regarding proposals for the Board of
Directors is now available on the company’s website


The Board of Directors and the President must, if a shareholder so requests and
the Board of Directors considers it possible without this resulting in material
damage to the Company, provide information concerning conditions that could
influence the assessment of items on the agenda and conditions that could
influence assessments of the financial condition of the company as well as the
company’s relationship to other Group companies. At April 15, 2014, the number
of shares in the company amounts to 271,071,783, of which 28,500,000 are Series
A shares and 242,571,783 Series B shares. The total number of votes in the
company amounts to 527,571,783.

Trelleborg, March 2014

For further information, please contact:
Media: Vice President Media Relations Karin Larsson, 46 (0)410 67094, 46 (0)733
Investors/analysts: Vice President IR Christofer Sjögren, 46 (0)410 67068, 46
(0)708 665140,
Trelleborg is a world leader in engineered polymer solutions that seal, damp and
protect critical applications in demanding environments. Its innovative
engineered solutions accelerate performance for customers in a sustainable way.
The Trelleborg Group has annual sales of about SEK 21 billion in over 40
countries. The Group comprises five business areas: Trelleborg Coated Systems,
Trelleborg Industrial Solutions, Trelleborg Offshore & Construction, Trelleborg
Sealing Solutions and Trelleborg Wheel Systems. In addition, Trelleborg owns 50
percent of TrelleborgVibracoustic, a global leader within antivibration
solutions for light and heavy vehicles, with annual sales of approximately SEK
15 billion in about 20 countries. The Trelleborg share has been listed on the
Stock Exchange since 1964 and is listed on NASDAQ OMX Stockholm, Large Cap.