Notification of the Annual General Meeting 2016


The shareholders of Trelleborg AB (publ) are hereby invited to attend the Annual
General Meeting of the Company on Thursday, April 21, 2016, at 5:00 p.m. in
Söderslättshallen, Klörupsvägen 48, Trelleborg, Sweden.

NOTIFICATION AND REGISTRATION

Shareholders wishing to participate in the Meeting must be recorded in the share
register maintained by Euroclear Sweden AB not later than Friday, April 15,
2016, 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 Friday, April 15, 2016.

Notification can be given on the Group’s website
www.trelleborg.com/agm (http://www.trelleborg.com/anmalan), by post to
Trelleborg AB “Årsstämma” c/o, Euroclear Sweden AB, Box 191, SE-101 23
Stockholm, Sweden, or by telephone to +46 (0)410-670 04 (weekdays between 9:00
a.m. and 4:00 p.m.)

In their notification, shareholders are to 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, are to be sent to the Company prior to the
Meeting. The Company provides power of attorney forms at www.trelleborg.com 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
Friday, April 15, 2016. (Such registration should be requested in accordance
with the trustee’s requirements to meet this deadline).

PROGRAM

Note that the Annual General Meeting commences at 5:00 p.m. with admission for
registration from 2:45 p.m.

2:45 – 5:00   p.m.  Registration and   refreshments
3:30 p.m.4:10 p.m.  Meeting hall   opensEntertainment   commences
5:00 p.m.           Meeting   commences

PROPOSED AGENDA FOR MEETING

1           Election of Chairman of the Meeting.

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 report and the
consolidated financial statements and the auditor’s report for the Group.

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 and record date)

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.

12         Decision regarding remuneration of the Board, auditing firm, Audit
Committee, Remuneration Committee and Finance Committee.

13         Election of Board members and Chairman of the Board as well as
registered auditing firm.

14         Resolution on remuneration principles for the President and senior
executives.

15         Resolution on appointment of Nomination Committee.

17         Close of meeting.

Trelleborg’s Nomination Committee, which was appointed according to the
principles resolved on by the 2015 Annual General Meeting, comprises Roland
Bengtsson (Chairman of the Nomination Committee), Henry and Gerda Dunker
Foundation – Henrik Didner, Didner & Gerge Funds – Peter Rönström, Lannebo Funds
– Tomas Risbecker, AMF Insurance and Funds – Olof Jonasson, First Swedish
National Pension Fund, representing the Group’s major shareholders and just over
62 percent of the votes, and the Chairman of the Board Sören Mellstig.

PROPOSED RESOLUTIONS

1 - ELECTION OF CHAIRMAN OF THE MEETING

The Nomination Committee proposes Board Chairman Sören Mellstig as Chairman of
the Meeting.

9 - DIVIDEND

The Board of Directors and President propose a cash dividend to shareholders of
SEK 4.00 per share (3.75). April 25, 2016 is proposed as the record date for the
dividend. If the Meeting approves the proposal, the dividend is expected to be
distributed by Euroclear Sweden AB on April 28, 2016. However, the record date
and the payment date may be postponed due to the technical process required to
implement payment.

11 – DETERMINATION OF THE NUMBER OF BOARD MEMBERS

The Nomination Committee proposes that the Board of Directors – to the extent
that it is elected by the Annual General Meeting – is to comprise nine (9)
members.

12 - DETERMINATION OF REMUNERATION OF THE BOARD, AUDITING FIRM, AUDIT COMMITTEE,
REMUNERATION COMMITTEE AND FINANCE COMMITTEE

The Nomination Committee proposes that the Annual General Meeting resolve that
the total fees paid to the Board, excluding travel expenses, be SEK 5,065,000
(4,625,000), with SEK 1,425,000 (1,300,000) to be paid to the Chairman and SEK
520,000 (475,000) 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 175,000 (150,000) for the Chairman and SEK 110,000
(100,000) each for other members. The Nomination Committee proposes that fees
payable to those assigned to the Remuneration Committee be SEK 60,000 (50,000)
for each member. The Nomination Committee proposes that fees payable to those
assigned to the Finance Committee be SEK 60,000 (50,000) for each member.

13 - ELECTION OF BOARD MEMBERS AND CHAIRMAN OF THE BOARD AS WELL AS REGISTERED
AUDITING FIRM

The Nomination Committee proposes the re-election of Hans Biörck, Jan Carlson,
Sören Mellstig, Peter Nilsson, Bo Risberg and Anne Mette Olesen. The Nomination
Committee proposes the election of new Board members Gunilla Fransson, Johan
Malmquist and Susanne Pahlén Åklundh. 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 for the period
until the close of the 2016 Annual General Meeting. A detailed presentation of
the proposed Board members is available at www.trelleborg.com.

14 – RESOLUTION ON REMUNERATION PRINCIPLES FOR THE PRESIDENT AND SENIOR
EXECUTIVES

The Board proposes that Trelleborg is to offer market-based terms of employment
that enable the Company to recruit, develop and retain senior executives. The
remuneration structure is to 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 must be possible to vary the principles for remuneration 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
resolution.

15 – RESOLUTION ON APPOINTMENT OF THE NOMINATION COMMITTEE

The Nomination Committee proposes that the appointment of Board members be
conducted, in principle, in the manner determined by the 2015 Annual General
Meeting, meaning that a Nomination Committee is to 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 is to 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 is to contact
five major shareholders in the Company, each of whom is to 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 is to 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 is to 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 are to 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 is to be
published in a press release. The Nomination Committee is to 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 is to report on its work at the Annual General Meeting. The
Nomination Committee procedure is proposed to apply until further notice and
until a new resolution is passed by a general meeting.

ANNUAL REPORT AND OTHER DOCUMENTATION PROVIDED

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 2015 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, from the company’s website at
www.trelleborg.com and will also be distributed to those who have requested this
and who have provided an address. The Nomination Committee’s reasoned statement
regarding proposals for the Board of Directors is available on the company’s
website www.trelleborg.com.

OTHER INFORMATION

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 with other Group companies. 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.

BOARD OF DIRECTORS

Trelleborg AB (publ)

March 2016
For further information, please contact:
Media: Vice President Media Relations Karin Larsson, 46 (0)410 67015, 46 (0)733
747015, karin.larsson@trelleborg.com
Investors/analysts: Vice President IR Christofer Sjögren, 46 (0)410 67068, 46
(0)708 665140, christofer.sjogren@trelleborg.com
Trelleborg is a world leader in engineered polymer solutions that seal, damp and
protect critical applications in demanding environments. Its innovative
solutions accelerate performance for customers in a sustainable way. The
Trelleborg Group has annual sales of SEK 25 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, the global market leader within antivibration
solutions for light and heavy vehicles, with annual sales of SEK 18 billion in
about 20 countries. The Trelleborg share has been listed on the Stock Exchange
since 1964 and is listed on Nasdaq Stockholm, Large Cap.www.trelleborg.com

Pièces jointes

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