General Terms and Conditions for Swedish Depository Receipts in Autoliv, Inc.



 Exhibit 4.12 
 The below General Terms and Conditions are, in all essential respects, a translation of the Swedish original version of the “General Terms and Conditions for Swedish Depository Receipts representing common
shares in Autoliv, Inc., kept in safe custody with Skandinaviska Enskilda Banken AB (publ) (Sw: Allmånna villkor för svenska depäbevis avseende stamaktier i Autoliv. Inc., deponerade hos Skandinaviska Enskilda Banken AB
(publ))”. In the event of any difference between this translation and the Swedish original version, the Swedish original version shall govern. 
 GENERAL TERMS AND CONDITIONS 
 FOR 
 SWEDISH DEPOSITORY RECEIPTS IN AUTOLIV, INC. 
 representing common shares in
Autoliv, Inc. 
 kept in safe custody with Skandinaviska Enskilda Banken AB (publ) 
 Effective as from 1 March 2008 
 Autoliv, Inc. (the Company) has requested Skandinaviska Enskilda
Banken AB (publ) (SEB) and SEB has agreed (i) to hold in safe custody common shares in the Company (the Shares) on behalf of holders of Shares and (ii) to issue Swedish Depository Receipts representing the Shares (the SDRs) to shareholders
in accordance with these General Terms and Conditions, in order to enable listing and trading of the Shares on OMX Nordic Exchange Stockholm AB (the Stockholm Stock Exchange) in Sweden. 
 1. Safe custody, registration etc 
 1.1 The Shares, represented by share certificates or by a book-entry registration,
are deposited on behalf of holders of SDRs in safe custody with a bank conducting business in the U.S. designated by SEB (the Sub-Custodian). 
 1.2 For the
safe custody these General Terms and Conditions will apply. Further to these General Terms and Conditions, certain rules and regulations may apply as to the shareholding in the Company. Such rules and regulations will upon request be provided by SEB
to holders of SDRs, either directly or through their nominee, (the Holders). 
 1.3 The rights of a Holder against SEB as depository according to these
General Terms and Conditions relating to the Shares kept in safe custody are registered in the form of SDRs (svenska depåbevis) in the book-entry system administered by VPC AB (VPC), in accordance with the Swedish Financial Instruments
Accounts Act (lagen (1998:1479) om kontoföring av finansiella instrument)) on the accounts (VP Accounts) designated by the Holders (the SDR Register). No certificates representing the SDRs will be issued. 







 2. Transfer restrictions 
 2.1 SEB and the Sub-Custodian may refuse to accept Shares for deposit under these General Terms and Conditions whenever notified that the Company has restricted transfer of such Shares to comply with any ownership or transfer restrictions
under Swedish, U.S. or any other applicable law. 
 3. Deposit, withdrawal and delivery of Shares 
 3.1 Upon payment of all taxes and governmental charges payable in connection with a deposit of Shares, Shares may be deposited under these General Terms and Conditions by
delivery to SEB or the Sub-Custodian together with appropriate instructions to SEB as to the name, address and VP Account number which the SDRs, are to be registered as well as any other information and documentation required under Swedish, U.S. or
any other applicable law. 
 3.2 Upon payment of all taxes and governmental charges payable in connection with a withdrawal of Shares, Shares may be
withdrawn from the safe custody only if such withdrawal is not prohibited under Swedish, U.S. or any other applicable law or by a decision of a governmental authority. Shares will be delivered to a custody account designated by the Holder or as
agreed between the Holder and SEB provided the corresponding SDRs have been surrendered to and cancelled by SEB in the SDR Register. 
 3.3 SEB is entitled
to compensation from a Holder for all fees and costs in connection with deposit, withdrawal and delivery of Shares pursuant to this Section 3, in accordance with the price list applied by SEB from time to time. 
 3.4 Registrations in the SDR Register resulting from deposits or withdrawals of Shares may be temporarily suspended or withheld, during any period when the transfer
books of VPC or the Company are closed, or if any such action is deemed in good faith to be necessary or advisable by the Company or SEB at any time. 
 4.
Transfer and pledge of Shares, etc. 
 4.1 The Shares can only, as long as they are in safe custody, be transferred or pledged by a transfer or pledge
of the SDRs through registration in the SDR Register by a competent account operating institute (kontoförande institut) or, in the case of SDRs registered in the name of a nominee, through notification to the nominee. In order to be accepted by
the Company such transfer or pledge may not be in violation of rules or regulations regarding restrictions on transferability that may arise pursuant to the General Corporation Law of the stare of Delaware, USA, the Company’s certificate of
incorporation or by-laws and U.S. federal legislation. 
 4.2 As regards transfers or pledges of SDRs the person considered to be the rightful Holder/pledgee
as a result of a transfer or pledge is subject to these General Terms and Conditions and the rules and regulations applicable to financial instruments registered with VPC according to Chapter 5 in the Swedish Companies Act (Aktiebolagslagen
(2005:551) and the Swedish Financial Instruments Accounts Act (1998:1479). 
  

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 4.3 The registrations in the SDR Register to reflect the transfer of SDRs in particular instances may be refused, or the
registration of transfer generally may be suspended, during any period when the transfer books of VPC or the Company are closed or if any such action is deemed in good faith to be necessary or advisable by the Company or SEB at any time. 

4.4 A notice according to the Swedish Financial Instruments Accounts Act to a competent account operating institute or, if the SDRs are nominee registered, to the
nominee, must always be made in connection with changes of ownership as well as changes of registered information of a Holder, i.e. name, address, etc. A failure to give a notice of transferred ownership may result in the acquirer losing the right
against the Company, SEB and VPC to receive dividends or any other rights in connection with the SDRs. 
 5. Record date 
 5.1 SEB shall in consultation with the Company fix a date for the determination of the Holders entitlement to dividends in cash, shares, rights, or any other property or
the proceeds thereof (if the property is sold by SEB in accordance with these General Terms and Conditions), receiving information etc. to participate in and vote at a shareholders’ meeting or otherwise exercise any rights whatsoever that may
be exercised by the shareholders of the Company (the Record Date). It is the intention of the Company and SEB that the Record Date for such dividends or other rights shall, when practically possible, be the same date as the record date for the
Shares. 
 6. Payments of cash dividend, withholding taxes, etc. 
 6.1 Payment of dividends to the Holders shall be made in Swedish kronor (SEK). 
 6.2 SEB shall in consultation with the Company fix the date for
payment of each dividend to Holders (the Payment Date). It is the intention of SEB and the Company that the Payment Date shall, when practically possible, be the same date as the payment date for the Shares. 
 6.3 Prior to payment of any dividend according to these General Terms and Conditions SEB shall convert the funds received in a foreign currency into SEK in accordance
with the exchange rates applied by SEB from time to time. Such conversion shall take place not more than eight nor less than five business days prior to the Payment Date by SEB entering into futures contracts with delivery on the Payment Date, the
final conversion rate will be an average of the rates achieved in each such futures contract. 
 6.4 The person being registered in the SDR Register on the
Record Date as the Holder/holder of rights to dividends relating to the SDRs shall be considered to be authorized to receive dividends. Payments of dividends will be effected in SEK by VPC on the Payment Date. Dividend amounts for each SDR will be
payable in SEK rounded down to one hundredth of one SEK. Any balance not so distributed shall be repaid to the Company. 
  

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 6.5 If the person receiving dividends should not be an authorized recipient then the Company, SEB and VPC shall be
considered to have fulfilled their respective obligations unless in the case of SEB or VPC either was aware that the payment of dividends was made to an unauthorized person or that, considering the specific circumstances, they have neglected what
reasonably should have been regarded and the payment is not binding for the right recipient because such person was under aged or had a Legal guardian according to the Code on Parents and Children (Föräldrabalken) and the right to receive
dividends was in the authority of the legal guardian. 
 6.6 VPC shall pay dividends to the Holders/holders of rights to dividends relating to the SDRs in
accordance with the rules and regulations applied by VPC from time to time. Under the present rules and regulations of VPC, dividends normally are paid to cash accounts linked to the VP Accounts on which the SDRs are registered. 
 6.7 The dividend payments to the Holders shall be made without deduction of any costs, charges, or fees, neither from the Company, SEB, the Sub-Custodian nor VPC, except
for the withholding tax levied in the U.S. and Sweden, on dividend payments or any other tax to be imposed by tax authorities in the U.S. or Sweden. 
 6.8
In connection with distribution to Holders, the Company, SEB, the Sub-Custodian or VPC or any of their respective agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld by the Company, SEB,
the Sub-Custodian or VPC or any of their respective agents and owing such authority or agency. In the event the Company, SEB, the Sub-Custodian or VPC or any of their respective agents determines that any distribution in cash, shares, rights or any
other property is subject to any tax or governmental charges which it is obligated to withhold, it may use that cash, or sell all or a portion of such property as is necessary and economically and practicably feasible to pay such taxes or
governmental charges, and SEB shall distribute the net proceeds of any sale or the balance of any such property or cash after deduction of such taxes or governmental charges to the Holders entitled thereto. The Holder will remain liable for any
deficiency. 
 6.9 SEB shall use its best efforts to provide the Holders with such information as it may possess and as the Holders may reasonably request to
enable such Holder or its agent to claim any benefit provided under the taxation treaty between U.S. and Sweden. 
 7. Bonus issues, split-ups and
combinations of shares 
 7.1 SEB shall accept delivery of Shares as a result of bonus issues and effect split-ups or combinations of Shares as promptly
as possible. Registrations in the Holders’ respective VP Accounts reflecting such bonus issue, split-up or combination shall be effected by VPC as soon as practically possible after the Record Dare without any further information to be given to
the Holders by SEB. 
 7.2 The person being registered in the SDR Register on the Record Dare as Holder/holder of rights relating to bonus issues shall be
considered to be authorized to receive any Shares as a result of bonus issues or participate in any split-ups or combinations of SDRs. 
  

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 7.3 Should the person receiving bonus shares or participating in split-ups or combinations of SDRs not be authorized to
receive SDRs or to participate in such measures, the same principles shall apply as mentioned in Section 6.5 above. 
 7.4 Any taxes levied will be
handled in accordance with Sections 6.7 and 6.8 above. 
 8. New Issues, Issues of debentures, other rights, etc. 
 8.1 SEB will provide the Holders with information in regard to new issues, issues debentures or other rights, in which the Holders have a right to subscribe for new
shares and debentures, as well as other corporate action directed to the shareholders by the Company in accordance with Section 18.1 below. 
 8.2 When
it is not practically and economically feasible to distribute any such rights etc. as decided in Section 8.1 above, SEB shall have the right to sell such rights etc. on behalf of the Holders and to distribute the proceeds of such sale to the
Holders after deduction of any taxes levied in accordance with Sections 6.7 and 6.8 above. 
 9. Optional dividends and other optional corporate
action 
 9.1 If, in the Opinion of SEB, it is not practically possible for the Holders to have an option to choose between dividends in the form of cash
or in any other form, SEB shall on behalf of the Holders be entitled to decide that such dividends shall be paid in cash. 
 10. Fractional shares

 10.1 If the Holders for each SDR are entitled to receive fractional shares as a result of “stock dividends”, bonus issues or any other corporate
action by the Company, such fractional shares will be sold by SEB and the proceeds of such sale will be distributed to the Holders. 
 10.2 SEB will not
accept deposit of fractional shares or an uneven number of fractional rights. 
 11. Attending and voting at a general meeting of shareholders

 11.1 SEB shall, as soon as possible after receipt of information of any general meeting of shareholders of the Company, cause the Holders of record in the
SDR Register on the Record Date, set in accordance with Section 5.1 above, to be furnished with information regarding such general meeting of shareholders. The information shall comprise; (a) the time and location of the general meeting of
shareholders and the matters intended to be considered by the meeting, (b) reference to instructions available through the Company’s website as to the actions that must be taken by each Holder to be able to exercise its voting rights at
the general meeting, and (c) reference to materials for the general meeting available through the Company’s website. The information as set out in (a) through (c)

  

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above will be prepared in Swedish as well as in English (with the former version being distributed to Holders with a registered address in Sweden and the
latter version being distributed to Holders with a registered address outside Sweden). Other information and general meeting materials will be prepared in English. The Company shall, upon request from a Holder, send to such Holder the materials for
the general meeting of shareholders provided through the Company’s website. 
 11.2 According to the current certificate of incorporation and by laws of
the Company notice of meetings of shareholders shall be given by the Company not later than 10 nor more than 60 days before any meeting. The Record Dare shall be not less than 10 days before the date of any meeting. 
 11.3 Holders that have not given SEB instruction as to the exercise of the voting rights pertaining to the Shares represented by their respective SDRs and that are not
attending and representing such Shares at a meeting of the shareholders, shall be deemed to have instructed SEB to give a proxy to a person designated by the Company to vote the Shares in the same proportion as all other Shares in the Company that
are being voted at the meeting. However, no such instruction from the Holders to SEB shall be deemed given to any merger, consolidation or any other matter which may affect substantially the rights or privileges of the Holders or with respect to any
matter where giving such instructions and/or discretionary proxy would not be legally permitted. 
 12. Company reports and other information

 12.1 SEB shall cause reports and other information, received by SEB from the Company for distribution to the Holders, to be furnished, in accordance with
Section 18.1 below, to all Holders or others being entitled to such information according to the SDR Register. As a general rule, the information shall be prepared in English unless the Company deems, in each individual case, a translation of a
document into Swedish to be appropriate with regard to the contents or the purpose of the document. The English version shall prevail. 
 12.2 The Company
shall cause the Company’s annual report prepared in English to be available through the Company’s website. The Company shall, upon request from a Holder, send the Company’s annual report to such Holder. 
 12.3 Information from the Company is available through the Company’s web site, www.autoliv.com. 
 13. Listing 
 13.1 The SDRs are listed on the Stockholm Stock
Exchange. Should the SDRs be delisted from the Stockholm Stock Exchange, the Company shall, inform SEB as well as the Holders as soon as practically possible after such a decision. Notice to Holders shall be given in accordance with
Section 18.1 below. 
  

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 14. Custody of shares 
 14.1 SEB is entitled to keep a Holder’s respective Shares in custody together with other Holders’ Shares that arc covered by these General Terms and Conditions and, if applicable, to have the Shares represented by a joint share
certificate or by joint registration in a book-entry system. The Shares are deposited with the Sub-Custodian. Such deposit will be made in the name of SEB on behalf of the Holders. SEB may give the Sub-Custodian a consent to deposit the Shares with
a central securities depository such as Depositary Trust Company (DTC). 
 15. Fees and costs 
 15.1 All fees and costs in connection with the administration of the safe custody and the services rendered by VPC shall be paid by the Company, with those exceptions
mentioned in Section 3.3 above and Section 22.3 below. 
 16. Change of legal requirements 
 16.1 If the Company decides that it is feasible to list the Shares on the Stockholm Stock Exchange instead of listing of SDRs and if it is also possible to register the
Shares directly with VPC, SEB may and is entitled to register with VPC in accordance with the Swedish Financial Instruments Accounts Act (1998:1479) each Holder for the number of Shares that correspond to its holding of SDRs and simultaneously
herewith cancel the corresponding SDRs. SEB shall inform the Holders of such registration and cancellation well in advance of the effective date and provide information of the effect of such direct registration of the Shares. 
 16.2 Should the applicable rules and regulations in Sweden relating to the safe custody of foreign shares etc. be changed, so that the Shares can be withdrawn from the
safe custody and be held directly by the Holders or be registered on a VP account designated by the Holder, then SEB may give the Holders a notice relating to such a change in accordance with Section 18.1 below. 
 17. Change of custodian bank 
 17.1 If the Company determines to
appoint another Swedish bank as custodian, SEB shall assign all rights and obligations on behalf of SEB under these General Terms and Conditions to and deliver the Shares to that bank. The Company shall as soon as practically possible after a change
of the custodian bank has been made inform and have the change, approved by VPC and cause notice of such change to be mailed to the Holders in accordance with Section 18.1 below. A decision to change custodian bank in accordance with the
foregoing may nor be effected until six months after such date when the Holders have been informed thereof in accordance with Section 18.1 below. 
 18.
Delivery of notices 
 18.1 SEB shall arrange for notices or documentation, to be distributed to Holders in accordance with these General Terms and
Conditions, to be furnished to the Holders and other holders of rights registered in the SDR Register as entitled to receive notification pursuant to the Swedish Financial Instruments Accounts Act (1998:1479). Such notices 

  

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or documents shall be sent by mail to the address listed in the SDR Register. SEB and the Company may, in lieu of mailing notices, publish the corresponding
information in at least one (1) national Swedish daily newspaper and through the Company’s website. 
 19. Amendments to these General Terms and
Conditions 
 19.1 SEB shall after consultations with the Company be entitled to amend these General Terms and Conditions insofar as such amendments are
required by Swedish. U.S. or any applicable legislation, court decisions or decisions by public authorities or changes in the rules and regulations of VPC, or if, in the opinion of SEB, such action is otherwise appropriate or necessary for practical
reasons and the Holders’ rights are in no material respect adversely affected. 
 20. Disclosure of information 
 20.1 SEB shall and is authorized to disclose any information concerning the Holders and their holdings of SDRs to the Company and to the Sub-Custodian. 
 20.2 SEB and the Company shall have the right to disclose information to registrars or governmental authorities, provided such obligation to provide information is
required by Swedish or foreign law or governmental regulations. A Holder shall be obligated, upon request, to provide SEB with such information. 
 20.3 SEB
and the Company shall also have the right, in connection with reduction or refund of taxes together with other amounts owed by the tax authorities where such rights exist, to disclose information regarding a Holder and Holder’s holdings of SDRs
and shares represented thereby to the extent necessary. 
 21. Limitation of liability 
 21.1 With respect to the actions incumbent on SEB, the Sub-Custodian, the Company and VPC (in the case of VPC always subject to the provisions of the Swedish Financial Instruments Act, SEB, the Sub-Custodian, the
Company and VPC shall not be deemed liable for loss due to Swedish or foreign legal decrees, Swedish or foreign action by public authorities, acts of war; strikes, blockades, boycotts, lockouts or other similar causes. The reservations with respect
to strikes, blockades, boycotts and lockouts apply even if SEB, the Sub-Custodian, the Company or VPC itself undertakes, or is the object of, such actions. 
 21.2 Neither SEB, the Sub-Custodian, the Company nor VPC shall be obligated to provide compensation for loss arising in other situations if SEB, the Sub-Custodian, the Company or VPC has exercised normal prudence. Neither shall any of them
be liable for indirect damages. 
 21.3 If SEB, the Sub-Custodian, the Company or VPC shall be hindered from making payment or taking any other action by
circumstances such as those described in Section 21.1 above, such action may be deferred until the hindrance has ceased to exist. 
  

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 21.4 Neither SEB, the Sub-Custodian, the Company nor VPC is responsible for losses or damages incurred to the Holders by
reason of that any dividend, right, delivery of notice or other that the shareholders of the Company are entitled to, of technical, legal or other reasons beyond VPC s control can not be distributed or transferred to the Holders registered in the
SDR Register. 
 22. Termination 
 22.1 If (i) a
decision is taken to delist the SDRs from the Stockholm Stock Exchange, (ii) a decision is taken by the Company pursuant to the certificate of incorporation or the by-laws to no longer maintain the SDR program under these General Terms and
Conditions or (iii), VPC has decided to terminate the Service Agreement concerning registration of Swedish Depository Receipts, SEB is entitled to terminate deposits made under these General Terms and Conditions by giving notice regarding such
termination to the Holders in accordance with Section 18.1 above (the Termination Notice). 
 22.2 For a period of twelve months from the date of the
Termination Notice, these General Terms and Conditions will continue to be valid in all respects; provided, however, that the SDRs, in accordance with an undertaking by the Company, will be listed on the Stockholm Stock Exchange for a period of six
months from the date of the Termination Notice, if they have not been previously delisted on the initiative of the Stockholm Stock Exchange. 
 22.3 For a
period of two years after the expiration of twelve months from the date of the Termination Notice, SEB shall continue to hold the Shares in safe custody but shall discontinue registration of transfers (by closing the SDR Register), suspend
distribution of dividends to the Holders, refuse to accept deposits of Shares or any other action required under these General Terms and Conditions. SEB shall be entitled to compensation from a Holder for all fees and costs incurred by SEB in
connection with the SDRs from such date forward. 
 22.4 Three years after the Termination Notice has been given, SEB will be entitled to sell the Shares and
deduct any fees and costs incurred in connection with any such sale of the Shares. The proceeds of any such sale together with any dividends not paid to the Holders, after deduction of fees and costs in accordance with the foregoing, will be held by
SEB without liability for interest thereon for the Holders’ account. 
 23. Governing law and Disputes 
 23.1 These General Terms and Conditions and any legal matters relating to the SDRs issued by SEB in accordance therewith shall be governed by Swedish law. 
 23.2 Any legal proceedings relating to the SDRs shall be instituted in the District Court of Stockholm (Stockholms Tingsrätt), Sweden, or in such other jurisdiction
which competence SEB has accepted in writing. 
  

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