VNE Veoneer Inc

This summary highlights selected information from this proxy statement (this “Proxy Statement”) related to the proposed merger (the “Merger”) of SSW Merger Sub Corp (“Merger Sub”) with and into Veoneer, Inc. pursuant to the Agreement and Plan of Merger, dated as of October 4, 2021, as it may be amended from time to time (the “Merger Agreement”), by and among Veoneer, Inc., QUALCOMM Incorporated (“Qualcomm”), SSW HoldCo LP (“SSW,” together with Qualcomm as the “Acquiring Parties”) and Merger Sub, and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should read carefully this entire Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 123 of this Proxy Statement. The Merger Agreement is attached as Annex A to this Proxy Statement. You are encouraged to read the Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “Veoneer,” the “Company,” “we,” “our,” “us” and similar words in this Proxy Statement refer to Veoneer, Inc., including, in certain cases, our subsidiaries. Throughout this Proxy Statement we refer to QUALCOMM Incorporated as “Qualcomm,” SSW HoldCo LP as “SSW,” SSW together with Qualcomm as the “Acquiring Parties” and SSW Merger Sub Corp as “Merger Sub.” In addition, throughout this Proxy Statement we refer to the terminated Agreement and Plan of Merger, dated as of July 22, 2021, by and among Magna International Inc. (“Magna”), 2486345 Delaware Corporation and Veoneer as the “Magna Merger Agreement.”

This Proxy Statement is being furnished to the stockholders of Veoneer (the “Veoneer Stockholders”) as a part of the solicitation of proxies by the Board for use at the special meeting of stockholders (the “Special Meeting”) to be held on December 16, 2021, at 9:30 a.m. Eastern Time or at any adjournment or postponement thereof. Due to public health concerns surrounding COVID-19 and to prioritize the health and well-being of Veoneer’s employees, stockholders and other community members, Veoneer will hold the Special Meeting in a virtual format only at www.virtualshareholdermeeting.com/VNE2021SM. You will not be able to attend the Special Meeting in person.

At the Special Meeting, Veoneer Stockholders will be asked to consider and vote on proposals (collectively, the “Special Meeting Proposals”) to:

Only Veoneer Stockholders of record as of the close of business on November 12, 2021 (the “Record Date”), are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available for inspection in Veoneer’s headquarters located at Klarabergsviadukten 70, Section C6, Box 13089, SE- 103 02, Stockholm, Sweden, during regular business hours for a period of at least ten (10) days before the Special Meeting and online at the meeting website during the Special Meeting. To access the list during the Special Meeting, please use the virtual meeting website link set forth here: www.virtualshareholdermeeting.com/VNE2021SM.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Special Meeting, a majority of the outstanding shares of Veoneer’s common stock, par value $1.00 per share (“Veoneer Common Stock”), entitled to vote at the Special Meeting must be present or represented by proxy at the Special Meeting. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

The affirmative vote of a majority of the outstanding shares of Veoneer Common Stock entitled to vote thereon is required to adopt the Merger Agreement. Holders of Veoneer’s Swedish Depository Receipts (“SDRs”) are entitled to vote the shares of Veoneer Common Stock underlying their SDRs as if they directly held Veoneer Common Stock. Therefore, each holder of SDRs is entitled to one vote for each share of Veoneer Common Stock underlying each SDR held on the Record Date. The affirmative vote of the holders of a majority in voting power of the Veoneer Common Stock entitled to vote thereon, which are present or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by Veoneer to its named executive officers in connection with the Merger. This means that the proposal to adopt the Merger Agreement, and the transaction contemplated thereby, including the Merger, will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of Veoneer Common Stock entitled to vote at the Special Meeting. Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and the proposal to approve compensation that will or may become payable by Veoneer to its named executive officers in connection with the Merger. Because both proposals presented to Veoneer Stockholders will be considered non-discretionary, a bank, broker or other nominee that holds shares in street name for a beneficial owner may not, under applicable rules, vote those shares without specific voting instructions from the beneficial owner. If the beneficial owner does not provide instructions on either proposal, then the bank, broker or other nominee will not be entitled to vote the shares at the Special Meeting and, as a result, those shares will be deemed not present at the Special Meeting. However, if a beneficial owner provides instruction as to how the bank, broker or other nominee should vote on one proposal, but does not provide any instruction regarding how to vote on the other proposal, then the shares will be deemed present at the Special Meeting, the bank, broker or other nominee will vote the shares as instructed on the proposal for which it received instruction, and the bank, broker or other nominee will not vote the shares on the other proposal, which is known as a “broker non-vote” on that proposal. Broker non-votes will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the proposal to approve compensation that will or may become payable by Veoneer to its named executive officers in connection with the Merger.

At the close of business on the Record Date, Veoneer’s directors and executive officers beneficially owned 420,551 shares of Veoneer Common Stock (including their vested Veoneer stock options), which represented approximately 0.4% of the shares of outstanding Veoneer Common Stock on that date (and approximately 0.4% of the outstanding shares of Veoneer Common Stock when taking into account Veoneer stock options (the “Company Options”)). The directors and executive officers have informed Veoneer that they currently intend to vote all of their shares of Veoneer Common Stock “FOR” the adoption of the Merger Agreement and “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by Veoneer to its named executive officers in connection with the Merger.

If your shares are registered in your name with Veoneer’s transfer agent, Computershare, you may cause your shares to be voted by submitting, electronically over the internet or by phone, a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the internet or by telephone. We encourage all stockholders and holders of SDRs to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the Special Meeting in a virtual format, you will be provided with a virtual ballot at the Special Meeting. Please note that if your shares of Veoneer Common Stock are held of record by a broker, bank or other nominee, and you decide to attend and vote at the Special Meeting in a virtual format, your vote by virtual ballot at the Special Meeting will not be effective unless you present a legal proxy, issued in your name from your broker, bank or other nominee.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of

the stockholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” adoption of the Merger Agreement and “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Veoneer to its named executive officers in connection with the Merger. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the proposed compensation arrangements for Veoneer’s named executive officers in connection with the Merger, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of Veoneer Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because both of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of Veoneer Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” both of the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the internet or telephone through your broker, bank or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank or other nominee, it will be counted as a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Veoneer to its named executive officers in connection with the Merger. If you instruct your bank, broker or other nominee how to vote your shares on one proposal, but do not provide instructions as to the other proposal, your shares will be voted as instructed on the one proposal and a broker non-vote will occur on the other proposal. Broker non-votes will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the proposal to approve, by non-binding advisory vote, compensation that will or may become payable by Veoneer to its named executive officers in connection with the Merger.

Holders of Veoneer’s SDRs are entitled to vote the shares of Veoneer Common Stock underlying their SDRs as if they directly held Veoneer Common Stock. Therefore, each holder of SDRs is entitled to one vote for each share of Veoneer Common Stock underlying each SDR held on the Record Date. We encourage you to vote prior to the meeting to ensure your vote is properly received and counted. SDR holders registered on an account directly at Euroclear Sweden AB (“Euroclear”) or with a Swedish nominee will receive proxy materials by regular mail and are urged to vote over the internet by following the instructions set forth in the proxy materials such SDR holder receives. SDR holders acting as non-Swedish nominees are urged to mail an information letter to their clients and to retrieve votes from their clients, aggregate these and vote for their clients using the ID Number and Code (and other actions) set forth in the proxy materials received by regular mail. If you are a client holding SDRs, we encourage you to contact your broker to vote.

YOUR VOTE IS VERY IMPORTANT. We encourage all stockholders and holders of SDRs to vote electronically. Please submit your proxy via the internet or by telephone by following the instructions on the enclosed proxy card. If you do not have access to a touch-tone phone or the internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided—even if you plan to attend the Special Meeting in a virtual format. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed.

The Magna Merger Agreement has been terminated and the proposed merger with Magna has been abandoned. Therefore, the special meeting of Veoneer Stockholders to adopt the Magna Merger Agreement was cancelled and any proxy given to vote at that special meeting will not be counted at the Special Meeting to adopt the Merger Agreement with Qualcomm and SSW or at all. Failure to return or submit your proxy or vote at the Special Meeting in accordance with the instructions provided in this Proxy Statement will have the effect of voting your shares “AGAINST” the proposal to adopt the Merger Agreement.

All shares entitled to vote and represented by properly submitted proxies (including those submitted via the internet, by telephone and by mail) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy card, such shares will be voted by the proxy holders named on the enclosed proxy card according to the recommendation of the board of directors of Veoneer (the “Board”) “FOR” both of the Special Meeting Proposals.

The Record Date for the determination of stockholders entitled to receive notice of and to vote at the Special Meeting is November 12, 2021. Only Veoneer Stockholders who held shares of Veoneer Common Stock of record at the close of business on November 12, 2021, are entitled to vote at the Special Meeting and any adjournment or postponement of the Special Meeting.

A quorum is necessary to conduct business at the Special Meeting. A quorum requires the presence at the Special Meeting of a majority of the outstanding shares of Veoneer Common Stock entitled to vote generally at the meeting considered at the Special Meeting, via the Veoneer meeting website or represented by proxy.

For purposes of determining whether there is a quorum, all shares that are present will count towards the quorum, which will include proxies received but marked as abstentions. Because both proposals presented to stockholders will be considered non-discretionary, shares held by a bank, broker or other nominee in street name for a beneficial owner will not be entitled to vote at the Special Meeting if the beneficial owner provides no instructions regarding how those shares should be voted. As a result, such shares will be deemed not present at the Special Meeting and not count for purposes of establishing a quorum. However, if a beneficial owner of shares provides voting instructions on either or both proposals, then the bank, broker or other nominee is entitled to vote such shares as instructed and they will be deemed present at the Special Meeting and count towards the quorum.

Veoneer, Inc.

Klarabergsviadukten 70, Section C6

Box 13089, SE- 103 02

Stockholm, Sweden

Veoneer is a global technology leader in the design, development, manufacture and sale of automotive safety electronics. Veoneer’s ambition is to be a leading system supplier for Advanced-Driver Assistance Systems (“ADAS”) and Highly Automated Driving (“HAD”) solutions, which it refers to as “Collaborative Driving,” and Automated Driving (“AD”) solutions, and to be recognized as a market leader in automotive safety electronics products.

Veoneer Common Stock is currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “VNE,” and Veoneer’s SDRs trade on Nasdaq Stockholm under the symbol “VNE SDB.”

QUALCOMM Incorporated

5775 Morehouse Drive

San Diego, California 92121

Qualcomm, a Delaware corporation, is a global leader in the development and commercialization of foundational technologies for the wireless industry. Qualcomm’s technologies and products are used in mobile devices and other wireless products, and are sold across industries and applications beyond mobile handsets, including automotive and the internet of things (IoT), among others. Its inventions have helped power the growth in smartphones, which have connected billions of people. Qualcomm is a leader in 3G (third generation), 4G (fourth generation) and 5G (fifth generation) wireless technologies. Qualcomm derives revenues principally from sales of integrated circuit products and licensing of its intellectual property, including patents and other rights. Qualcomm’s common stock is listed on the Nasdaq under the ticker “QCOM.”

SSW Holdco LP

152 West 57th Street

New York, NY 10019

SSW, a Delaware limited partnership, is a subsidiary of SSW Investors LP, a Delaware limited partnership based in New York that invests in high-quality businesses and collaborates with partners to create enduring value for all stakeholders (“SSW Investors”). SSW was formed on September 7, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and it has not conducted any business prior to the date of the Merger Agreement and has no, and prior to the date of the Merger, will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

SSW Merger Sub Corp

152 West 57th Street

New York, NY 10019

Merger Sub, a Delaware corporation, is a direct, wholly owned subsidiary of SSW, formed on September 7, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and it has not conducted any business prior to the date of the Merger Agreement and has no, and prior to the date and time at which the certificate of merger with respect to the Merger (the “Certificate of Merger”) has been received for filing by the Office of the Secretary of State of the State of Delaware (the “Secretary”) (such date and time of filing, or such later time as may be agreed to by the Acquiring Parties, Merger Sub and Veoneer and set forth in the Certificate of Merger, being hereinafter referred to as the “Effective Time”) will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Upon the consummation of the Merger, Merger Sub will cease to exist.

If the Merger Agreement is adopted by Veoneer Stockholders and certain other conditions to the consummation of the Merger are either satisfied or waived, Merger Sub will merge with and into Veoneer pursuant to the Delaware General Corporation Law (“DGCL”), with Veoneer continuing under the name “Veoneer, Inc.” as the surviving corporation (the “Surviving Corporation”). As a result of the Merger, Veoneer will become a direct, wholly owned subsidiary of SSW and Veoneer Common Stock will no longer be publicly traded. In addition, Veoneer’s securities will be delisted from the NYSE and Nasdaq Stockholm and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case, in accordance with applicable laws, rules and regulations, and Veoneer will no longer file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) on account of Veoneer Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation. Holders of Veoneer’s SDRs will be treated in accordance with the General Terms and Conditions for the SDRs (the “Depository Agreement”).

The Effective Time will occur upon the filing of the Certificate of Merger with the Secretary (or at such later time as the Acquiring Parties, Merger Sub and Veoneer may agree and specify in the Certificate of Merger).

Concurrently with the execution of the Merger Agreement, Qualcomm, SSW and Merger Sub entered into an Investment and Separation Matters Agreement, dated as of October 4, 2021 (the “Investment and Separation Matters Agreement”) setting forth the terms and conditions pursuant to which, following the closing of the Merger, Veoneer’s Non-Arriver Business (as defined below), will be extracted from Veoneer (the “Non-Arriver Extraction”). Immediately following completion of the Non-Arriver Extraction, the Arriver Business (as defined below) will be sold to Qualcomm (or its designated affiliate) by way of a merger of Veoneer with and into a designated subsidiary of Qualcomm (or its designated affiliate), with Veoneer surviving such merger as a wholly owned subsidiary of Qualcomm (or its designated affiliate) (the “Arriver Sale”).

Pursuant to the Merger Agreement:

Veoneer has agreed to reasonably cooperate in effecting the Non-Arriver Extraction and the Arriver Sale (the “Arriver/Non-Arriver Separation Planning”), in accordance with the terms and conditions set forth in the Merger

Agreement and subject to applicable law, as described in the section entitled “Terms of the Merger Agreement—Arriver/Non-Arriver Separation Planning and Cooperation” beginning on page 105 of this Proxy Statement.

The foregoing description of the Investment and Separation Matters Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Investment and Separation Matters Agreement, a copy of which was made publicly available as an exhibit to the Form 8-K filed by Qualcomm on October 4, 2021 and is incorporated in its entirety by reference in this Proxy Statement.

If the Merger Agreement is not adopted by Veoneer Stockholders or if the Merger is not consummated for any other reason, Veoneer Stockholders will not receive any payment for their shares of Veoneer Common Stock. Instead, Veoneer will remain an independent public company, Veoneer Common Stock and SDRs will continue to be listed and traded on the NYSE and Nasdaq Stockholm, respectively, and registered under the Exchange Act, and Veoneer will continue to file periodic reports with the SEC on account of Veoneer Common Stock. In addition, if the Merger is not consummated, Veoneer expects that Veoneer’s management will operate the business in a manner similar to that in which it is being operated today.

In addition, if the Merger Agreement is terminated under specified circumstances, Veoneer may be required to pay the Acquiring Parties a termination fee of $110,000,000 (the “Termination Fee”). If the Merger Agreement is terminated under other specified circumstances, the Acquiring Parties may be required to pay Veoneer a reverse termination fee of $225,000,000 (the “Reverse Termination Fee”). Further, under specified circumstances, Veoneer may be required to reimburse Qualcomm for the $110,000,000 that Qualcomm paid to Magna in connection with the termination of the Magna Merger Agreement. See the section entitled “Terms of the Merger Agreement—Termination Fees; Expenses” beginning on page 110 of this Proxy Statement and the section entitled “The Merger—Effect on Veoneer if the Merger is Not Consummated” beginning on page 38 of this Proxy Statement.

Upon the consummation of the Merger, each share of Veoneer Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by Veoneer or any subsidiary of Veoneer (including shares held as treasury stock), (ii) shares held, directly or indirectly, by SSW or Merger Sub or any of their wholly owned subsidiaries, which will be automatically cancelled and retired and cease to exist as issued or outstanding shares for no consideration or payment, and (iii) issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to, and has properly exercised and perfected his, her or its demand for, appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”)) will be converted into the right to receive $37.00 in cash, without interest and subject to any withholding of taxes required under applicable law (the “Merger Consideration,” as defined in the section entitled “Terms of the Merger Agreement—Merger Consideration” beginning on page 89 of this Proxy Statement). Holders of Veoneer’s SDRs will be treated in accordance with the Depository Agreement.

The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by Veoneer to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

Veoneer retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the possible sale of Veoneer. The Board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in Veoneer’s industry, its knowledge of Veoneer’s business and affairs and its understanding of Veoneer’s business based on its long-standing relationship with Veoneer. At the meeting of the Board on October 4, 2021, Morgan Stanley

rendered its opinion, that, as of October 4, 2021, and based upon and subject to the limitations, qualifications and assumptions and other matters set forth in the opinion, the Merger Consideration to be received by the holders of shares of Veoneer Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to Veoneer Stockholders.

The full text of the written opinion of Morgan Stanley, dated October 4, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this Proxy Statement as Annex C-1 and incorporated by reference in this Proxy Statement in its entirety. The summary of the opinion of Morgan Stanley in this Proxy Statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board, in its capacity as such, and addresses only the fairness from a financial point of view of the Merger Consideration to be received by the holders of shares of Veoneer Common Stock pursuant to the Merger Agreement as of the date of the opinion and does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to enter into the Merger Agreement or proceed with the transactions contemplated by the Merger Agreement. It was not intended to, and does not, constitute an opinion or recommendation as to how the stockholders of Veoneer should vote at the Special Meeting.

See “The Merger Agreement—Opinions of Veoneer’s Financial Advisors—Morgan Stanley & Co. LLC” beginning on page 58 of this Proxy Statement.

Veoneer retained Rothschild & Co US Inc. (“Rothschild & Co”) as its financial advisor in connection with its evaluation of the potential sale, merger or other business/strategic combination involving Veoneer, including, without limitation, the transactions contemplated by the Merger Agreement. Veoneer selected Rothschild & Co based on its qualifications, expertise and familiarity with Veoneer’s business and industry. In connection with Rothschild & Co’s engagement, the Board requested that Rothschild & Co evaluate the fairness, from a financial point of view, of the Merger Consideration payable to the holders of shares of Veoneer Common Stock (other than any (i) shares held by Veoneer or any subsidiary of Veoneer (including shares held as treasury stock), (ii) shares held, directly or indirectly, by SSW or Merger Sub or any of their wholly owned subsidiaries, which will be automatically cancelled and retired and cease to exist as issued or outstanding shares for no consideration or payment, and (iii) the Dissenting Shares, (collectively clauses (i) and (ii), “Excluded Shares”)) in the transaction pursuant to the Merger Agreement. As part of its investment banking business, Rothschild & Co regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings and other transactions.

On October 4, 2021, at a meeting of the Board held to evaluate the proposed transaction contemplated by the Merger Agreement, Rothschild & Co delivered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 4, 2021, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the Merger Consideration payable to the holders of shares of Veoneer Common Stock (other than Excluded Shares) in the transaction pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Rothschild & Co’s written opinion, dated October 4, 2021, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C-2 to this Proxy Statement and is incorporated herein by reference. The summary of Rothschild & Co’s opinion contained herein is qualified in its entirety by reference to the full text of such opinion.

See “The Merger Agreement—Opinions of Veoneer’s Financial Advisors—Rothschild & Co US Inc.” beginning on page 65 of this Proxy Statement.

In considering the recommendation of the Board that holders of Veoneer Common Stock vote to adopt the Merger Agreement, Veoneer Stockholders should be aware that certain of Veoneer’s non-employee directors and executive officers for purposes of this Proxy Statement have interests in the Merger that are different from, or in addition to, those of Veoneer Stockholders generally. The Board was aware of and considered these interests, among other

matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by Veoneer Stockholders. These interests include the following:

See the section entitled “The Merger—Interests of the Directors and Executive Officers of Veoneer in the Merger” beginning on page 76 of this Proxy Statement for a more detailed description of these interests.

Each Company Option, whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the Company or the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest and subject to any withholding of taxes required under applicable law, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Company Option multiplied by (ii) the total number of shares of Veoneer Common Stock underlying such Company Option. If the exercise price per share of Veoneer Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof.

Each Company RSU which is outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the Company or the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest and subject to any withholding of taxes required under applicable law, equal to the product of (i) the total number of shares of Veoneer Common Stock underlying such Company RSU (including any shares of Veoneer Common Stock in respect of dividend equivalent units credited thereon (if any)) multiplied by (ii) the Merger Consideration.

Each Company PSU which is outstanding immediately prior to the Effective Time, will, automatically and without any required action on the part of the Company or the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest and subject to any withholding of taxes required by applicable law, equal to the product of (i) the number of shares of Veoneer Common Stock underlying such Company PSU (including any shares of Veoneer Common Stock in respect of dividend equivalent units credited thereon (if any)) with performance measured (x) based on the attainment of the applicable performance metrics at the actual level of performance for any performance periods that have concluded prior to October 4, 2021, and (y) based on the greater of attainment of the applicable performance metrics at the target level of performance or at the actual level of performance (as determined by the Board) as measured through the Closing Date, for any open performance periods after October 4, 2021, multiplied by (ii) the Merger Consideration.

Notwithstanding the foregoing, each Veoneer equity award that may be granted to employees after October 4, 2021, will have terms and conditions that are consented to by the Acquiring Parties.

See the section entitled “The Merger—Interests of the Directors and Executive Officers of Veoneer in the Merger” beginning on page 76 of this Proxy Statement for a more detailed description of the Veoneer equity awards.

The Acquiring Parties represented to Veoneer that as of the date of the Merger Agreement they have access to, and at the Effective Time will have, sufficient funds available to fund all amounts required to be paid by the Acquiring Parties and/or Merger Sub for the consummation of the transaction contemplated by the Merger Agreement. Completion of the Merger is not subject to a financing condition.

Qualcomm has agreed to take all actions necessary to cause SSW and Merger Sub (i) to perform their respective obligations under the Merger Agreement and to consummate the Merger on the terms and conditions set forth in the Merger Agreement and (ii) to have available sufficient funds to satisfy the required merger payments when due and payable, including the payment of the Merger Consideration when required in accordance with the Merger Agreement. In furtherance of the foregoing, if (x) either SSW or Merger Sub has failed to perform any of the obligations applicable to such party in accordance with the terms and subject to the conditions of the Merger Agreement and (y) Veoneer has delivered written notice to Qualcomm of any such failure to perform by SSW or Merger Sub, as applicable, then, promptly after its receipt of such notice, Qualcomm shall take all action necessary to satisfy (on behalf of SSW and/or Merger Sub) such obligations, including, if required, making any necessary payments in satisfaction of the required merger payments when due and payable and delivering the Merger Consideration when required in accordance with the Merger Agreement, in each case, on behalf of SSW and Merger Sub.

Qualcomm will provide for a loan facility from Qualcomm (or a third party and guaranteed by Qualcomm) providing financing in order to satisfy the cash flow and liquidity needs of the Arriver Business and assets related to the Arriver Business in a manner consistent with Veoneer’s ordinary course of business consistent with Veoneer’s past practice to the extent requested by the Company for the quarter commencing April 1, 2022, and each of the two subsequent quarters of $120,000,000 per quarter (up to $360,000,000 in the aggregate) which amounts may in certain circumstances be forgiven with an additional $120,000,000 (for the first quarter of 2023) to be provided if either party extends the final Outside Date to April 4, 2023.

The receipt of cash by a “U.S. Holder” (as defined in the section entitled “U.S. Federal Income Tax Considerations of the Merger—U.S. Holders” beginning on page 84 of this Proxy Statement) in exchange for shares of Veoneer Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. Gain or loss will be determined separately for each block of shares of Veoneer Common Stock (that is, shares acquired for the same cost in a single transaction). Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the Merger. A reduced tax rate on capital gain will generally apply to long-term capital gain of a non-corporate U.S. Holder. The deductibility of capital losses is subject to limitations.

Any gain realized by a “Non-U.S. Holder” (as defined in the section entitled “U.S. Federal Income Tax Considerations of the Merger—Non-U.S. Holders” beginning on page 84 of this Proxy Statement) pursuant to the Merger will generally not be subject to U.S. federal income tax unless:

For a more complete description of the U.S. federal income tax considerations of the Merger, see the section entitled “The Merger—U.S. Federal Income Tax Considerations of the Merger” beginning on page 84 of this Proxy Statement.

Holders of Veoneer Common Stock should consult their own tax advisors regarding the tax consequences of the Merger to their particular circumstances, including the applicability and effect of any state, local, foreign or other tax laws.

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) has expired or been terminated. Consummation of the Merger is also conditioned on approvals being obtained or applicable waiting periods having expired or been terminated pursuant to the investment screening laws of France, Germany and Italy, and no governmental authority of the United States, the People’s Republic of China, France, Germany or Italy having enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger. We currently expect to obtain all antitrust and other regulatory approvals that are required for the completion of the Merger in 2022.

Between October 29 and November 10, 2021, three (3) complaints were filed in the United States District Court for the Southern District of New York and one (1) complaint was filed in the United States District Court for the Eastern District of New York against Veoneer and its directors: Stein v. Veoneer, Inc. et al., Case No. 1:21-cv-08869 (S.D.N.Y.); Whitfield v. Veoneer, Inc. et al., Case No. 1:21-cv-09177 (S.D.N.Y.); Anderson v. Veoneer, Inc. et al., Case No. 1:21-cv-09190 (S.D.N.Y.); and Amodwala v. Veoneer, Inc. et al., Case No. 1:21-cv-06240 (E.D.N.Y.). The complaints each allege that the preliminary Proxy Statement issued in connection with the proposed Merger between Veoneer and Qualcomm omitted material information which rendered the preliminary Proxy Statement incomplete and misleading. Specifically, the complaints allege that the preliminary Proxy Statement failed to disclose material information regarding Veoneer’s financial projections, Rothschild’s and Morgan Stanley’s financial analyses, and additional information regarding prior work Morgan Stanley performed for Veoneer and Qualcomm.

Each complaint seeks, among other things, an order to enjoin the transaction unless and until additional disclosures are issued; and, if the Merger closes, damages. The defendants believe the complaints are without merit. It is possible additional lawsuits may be filed between the date of this Proxy Statement and consummation of the Merger.

The outcome of any pending or future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to Veoneer, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no governmental authority in the U.S. or other specified foreign jurisdictions shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

For purposes of this Proxy Statement, each of “Competing Proposal” and “Superior Proposal” is defined in the section entitled “Terms of the Merger Agreement—Restrictions on Solicitations of Other Offers” beginning on page 97 of this Proxy Statement.

Except as permitted pursuant to the non-solicitation provisions of the Merger Agreement, Veoneer agreed that it shall, and shall cause its subsidiaries and each of its and their respective directors, officers and representatives to immediately cease and cause to be immediately terminated all soliciting activities, discussions, negotiations and access to nonpublic information of Veoneer with, to or by any third party relating to any Competing Proposal or any inquiry or request that would reasonably be expected to lead to a Competing Proposal.

Except as otherwise expressly provided in the Merger Agreement, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with the termination provisions of the Merger Agreement, Veoneer agreed that it will not, and shall cause its subsidiaries and each of its and their respective directors, officers and controlled representatives not to, and shall instruct its other representatives not to, directly or indirectly:

Except as described in the following paragraph, under the terms of the Merger Agreement, neither the Board nor any committee thereof may make an “Adverse Recommendation Change” (as defined in the section entitled “Terms of the Merger Agreement—Adverse Recommendation Changes” beginning on page 99 of this Proxy Statement).

Notwithstanding anything in the Merger Agreement to the contrary, under certain circumstances and subject to certain requirements described in the section entitled “Terms of the Merger Agreement—Adverse Recommendation Changes” beginning on page 99 of this Proxy Statement, at any time prior to the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Veoneer Common Stock that are entitled to vote thereon at the Company Stockholders Meeting (as defined in the section entitled “Terms of the Merger Agreement—Other Covenants—Stockholders’ Meetings” beginning on page 105 of this Proxy Statement), whether in person or by proxy (the “Company Stockholder Approval”), the Board may make an Adverse Recommendation Change if (i) in response to an “Intervening Event” (as defined in the section entitled “Terms of the Merger Agreement—Adverse

Recommendation Changes” beginning on page 99 of this Proxy Statement), the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would be inconsistent with Veoneer’s directors’ fiduciary duties under applicable law or (ii) (x) Veoneer receives an unsolicited Competing Proposal from any person that did not result from or follow a breach of the Merger Agreement and has not been withdrawn or otherwise expired, and (y) the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal constitutes a Superior Proposal, and that the failure to take such action would be inconsistent with Veoneer’s directors’ fiduciary duties under applicable law; provided that, in the case of an unsolicited Competing Proposal, the Board must first give the Acquiring Parties at least four (4) business days’ prior written notice of its intention to make an Adverse Recommendation Change and negotiate with the Acquiring Parties in good faith for four (4) business days following delivery of such notice with respect to any revised proposal from the Acquiring Parties in respect of the terms of the Merger (to the extent the Acquiring Parties desire to negotiate), and any such changes timely proposed by the Acquiring Parties shall be taken into account by the Board in determining whether to make an Adverse Recommendation Change, subject to certain requirements described in the section entitled “Terms of the Merger Agreement—Adverse Recommendation Changes” beginning on page 99 of this Proxy Statement.

During the period commencing at the Effective Time and ending twelve (12) months from the Effective Time, or such longer time as required by applicable law (such period, the “Continuation Period”), Qualcomm or SSW, as applicable, will, or will cause the Surviving Corporation or any of their respective affiliates to, provide each employee of Veoneer or any of its subsidiaries who remain employees of the Acquiring Parties, the Surviving Corporation or any of their affiliates following the Effective Time (each, a “Continuing Employee”) with (i) at least the same base salary and wage rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) short-term cash incentive compensation opportunities (excluding, for the avoidance of doubt, any equity or equity-based incentives) that are no less favorable in the aggregate than such incentive compensation opportunities provided to each such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits, as determined by Qualcomm or SSW, as applicable, in their reasonable discretion, that are either (A) substantially comparable in the aggregate (other than defined benefit pension plans and retiree medical or other post-termination welfare benefits (unless required pursuant to a collective bargaining agreement or applicable law) and retention or change in control payments or awards) to the employee benefits provided to such Continuing Employee immediately prior to the Effective Time, or (B) substantially similar to the employee benefits provided to similarly situated employees of SSW or Qualcomm, as applicable. Without limiting the generality of the foregoing, Qualcomm or SSW, as applicable, will also provide, or cause the Surviving Corporation or any of their respective affiliates to provide, severance payments and benefits to each Continuing Employee whose employment is terminated during the Continuation Period that are no less favorable than the severance payments and benefits set forth in the disclosure letter delivered by the Company to the Acquiring Parties simultaneously with the execution of the Merger Agreement (the “Company Disclosure Letter”).

Notwithstanding the above, to the extent a Continuing Employee is employed in a jurisdiction where applicable law requires different treatment of such Continuing Employee’s compensation or benefits entitlements, or such Continuing Employee’s terms of employment are governed by a collective bargaining, works council or similar agreement, SSW or Qualcomm, as applicable, will, or will cause the Surviving Corporation or any of their respective affiliates to, comply with the requirements of any such laws or agreements.

Veoneer, the Acquiring Parties and Merger Sub have agreed to use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger to be satisfied as expeditiously as practicable. In furtherance thereof, Veoneer, the Acquiring Parties and Merger Sub have agreed that (i) none of the Acquiring Parties, Merger Sub or Veoneer or their respective affiliates shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any governmental authority not to consummate the transactions contemplated by the Merger Agreement, except with the prior written consent of the other parties and (ii) the Acquiring Parties and Merger Sub agree to take (and cause their affiliates to take) promptly any and all steps necessary or reasonably advisable or as may be required by any governmental authority to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws or investment screening laws that may be required by any governmental authority so as to enable the parties to

consummate the transactions contemplated by the Merger Agreement, including the Merger, the Non-Arriver Extraction and the Arriver Sale as expeditiously as possible (and in any event at least five (5) business days prior to the Outside Date (as defined below)), including committing to and effecting, by consent decree, hold separate order, trust or otherwise, (a) selling, divesting, licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, any assets of Veoneer, the Acquiring Parties, Merger Sub or their respective affiliates, (b) terminating, amending or assigning existing relationships and contractual rights and obligations, (c) requiring the Acquiring Parties, Merger Sub, Veoneer or any of their respective affiliates to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party and (d) imposing limitations on the Acquiring Parties, Merger Sub, Veoneer or any of their respective affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets (clauses (a) through (d) shall be referred to as “Remedy Actions”). The Acquiring Parties and Merger Sub shall not be required to commit or agree to, and Veoneer shall not be permitted to commit or agree to without the consent of the Acquiring Parties, any such Remedy Action contemplated by clause (ii) above to the extent any such Remedy Action contemplated by clause (ii) above (x) is not conditioned upon the consummation of the transactions contemplated by the Merger Agreement or (y) would require, or cause to be taken, (1) any sale, divestiture, licensing or other disposal of, or other action with respect to, any assets or businesses of Qualcomm Technology Licensing, (2) any sale, divestiture, licensing or other disposal of any assets or businesses of the Arriver Business, or any other action with respect to any assets or businesses of the Arriver Business, that would materially diminish or materially interfere with the benefits that Qualcomm reasonably expects to receive from its ownership of the Arriver Business, (3) any sale or divestiture of any assets or businesses of Qualcomm or any of its subsidiaries, or with respect to any assets or businesses of the Company or its subsidiaries, that individually or in the aggregate, have a fair market value (measured at the time of such request using customary valuation methodologies to be agreed by the parties to the Merger Agreement in good faith, which may include an evaluation by a third party that is mutually selected by the parties to the Merger Agreement) in excess of the agreed amount less the amount of the economic impact determined with respect to any actions taken pursuant to the following clause (4), or (4) any other action (excluding sales or divestitures) with respect to any assets or businesses of Qualcomm or any of its subsidiaries, or with respect to any assets or businesses of the Company or its subsidiaries, that individually or in the aggregate, have a net negative economic impact (measured at the time of such request using customary valuation methodologies to be agreed by the parties to the Merger Agreement in good faith, which may include an evaluation by a third party that is mutually selected by the parties to the Merger Agreement) in excess of the agreed amount less the amount of the fair market value determined with respect to any actions taken pursuant to the foregoing clause (3).

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by law) waiver by Veoneer, the Acquiring Parties and Merger Sub at or prior to the Effective Time of the following conditions:

The obligations of the Acquiring Parties and Merger Sub to consummate the Merger are also subject to the satisfaction or (to the extent not prohibited by law) waiver by the Acquiring Parties at or prior to the Effective Time of the following conditions:

The obligations of Veoneer to consummate the Merger are also subject to the satisfaction or waiver by Veoneer at or prior to the Effective Time of the following conditions:

Subject to the conditions to closing, the closing of the Merger will take place at 9:00 a.m. (New York City time) on the third (3rd) business day after the later of (a) the first business day following the date that is six (6) months after the date of the Merger Agreement (the “Inside Date”) and (b) the satisfaction or, to the extent not prohibited by law, waiver in accordance with the Merger Agreement of all of the conditions to the closing of the Merger (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 107 of this Proxy Statement), other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent not prohibited by law, waiver of such conditions, unless

another time, date or place is agreed to in writing by Veoneer and the Acquiring Parties; provided that, unless otherwise agreed to in writing by Qualcomm, the closing shall not occur on a date that is during the last five (5) business days prior to the last business day of any fiscal quarter and shall in such case be deferred until the first business day of the immediately following fiscal quarter; provided, further, that if all of the conditions to the respective obligations of the Acquiring Parties and Merger Sub to consummate the Merger as set forth in the Merger Agreement are satisfied or (to the extent not prohibited by law) waived by the Acquiring Parties and the closing would have occurred but for the Inside Date, then all such conditions shall be deemed to be satisfied from and after such date on which the closing would have occurred but for the Inside Date (other than certain conditions described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 107 of this Proxy Statement and except where Veoneer’s willful breach after such date proximately caused the failure of those certain conditions to be satisfied).

The Merger Agreement may be terminated at any time prior to the Effective Time, as follows:

In general, the Merger Agreement provides that all fees and expenses incurred in connection with the merger and the other transactions contemplated by the merger agreement will be paid by the party incurring such fees or expenses, whether or not the Merger is consummated (subject to limited exceptions).

To the extent the Merger Agreement is terminated pursuant to its terms, the Acquiring Parties shall pay, or cause to be paid, to or at the direction of Veoneer no later than five (5) business days after the date of such termination, any amounts owed pursuant to the Arriver/Non-Arriver Separation Planning and Cooperation provisions of the Merger Agreement that have not already been advanced or reimbursed by the Acquiring Parties at the time of such termination.

Veoneer may be required to pay the Acquiring Parties the Termination Fee of $110,000,000 if the Merger Agreement is terminated in the following circumstances:

and at the time of such termination in the case of clauses (x) and (y) (or at the time of such breach in the cause of clause (z)) a Competing Proposal has been publicly announced (or privately made to Veoneer in the case of clauses (x) and (z)) after the date of the Merger Agreement and has not been withdrawn; and

In addition, Veoneer may be required to, under certain circumstances, reimburse Qualcomm for the $110,000,000 that Qualcomm paid to Magna in connection with the termination of the Magna Merger Agreement.

The Acquiring Parties could be required to pay, or cause to be paid, to or at the direction of Veoneer the Reverse Termination Fee of $225,000,000 if the Merger Agreement is terminated by Veoneer or the Acquiring Parties (A) pursuant to the Outside Date if, as of the time of such termination, (1) the only conditions to the closing of the Merger that have not been satisfied or waived (to the extent such waiver is not prohibited by applicable law and other than those conditions that by their terms are to be satisfied at the closing of the Merger; provided that such conditions were then capable of being satisfied if the closing of the Merger had taken place) are any one or more of the regulatory conditions and (2) no breach by the Company of its obligations under the Merger Agreement relating to regulatory consents and filings has been a principal cause of the failure of any one or more of the regulatory conditions to be satisfied or (B) pursuant to the legal restraints provision of the Merger Agreement if (1) the relevant law or order or other action taken relates to antitrust laws or investment screening laws and (2) no breach by Veoneer of its obligations under the Merger Agreement relating to regulatory consents and filings has been a principal cause of the imposition of such law or order or the taking of any such other action.

The Reverse Termination Fee would be paid no later than two (2) business days after the date of such termination or, if the Acquiring Parties are the terminating party, prior to or substantially concurrently with such termination (it being understood that in no event shall the Acquiring Parties be required to pay more than one hundred percent (100%) of the Reverse Termination Fee).

Veoneer could be required to pay the Acquiring Parties’ out-of-pocket expenses incurred in connection with the Merger Agreement, the Proxy Statement and related regulatory filings in an amount not to exceed $15,000,000, if the Merger Agreement is terminated by the Acquiring Parties because Veoneer has willfully breached the non-solicitation covenants and such breach has resulted in the receipt of a Competing Proposal, which breach or failure to perform is not cured by Veoneer on or before the date that is ten (10) calendar days following the Acquiring Parties’ delivery of written notice to Veoneer of such breach. In no event will Veoneer be required to pay more than one hundred percent (100%) of the Termination Fee of $110,000,000.

The Acquiring Parties, Merger Sub and Veoneer are entitled to specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (including the right of a party to the Merger Agreement to cause the other parties to consummate the Merger and the other transactions contemplated by the Merger Agreement), in addition to any other remedy to which they are entitled at law or in equity.

Veoneer Common Stock is listed on the NYSE under the symbol “VNE” and its SDRs are listed on Nasdaq Stockholm under the symbol “VNE SDB.” As of November 12, 2021, there were 111,997,942 shares of Veoneer Common Stock outstanding, held by approximately 1,308 stockholders of record.

Under the terms of the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger, neither Veoneer nor any of its subsidiaries may authorize, declare, pay or make any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to Veoneer securities or Veoneer’s or any of its subsidiaries’ capital stock or other equity interests or set any record or payment dates for the payment of any such dividends or distributions, other than dividends paid by any wholly owned subsidiary of Veoneer to Veoneer or any wholly owned subsidiary of Veoneer.

The closing price of Veoneer Common Stock on October 1, 2021, the last full trading day prior to the Board’s approval of the Merger Agreement, was $34.55. On November 12, 2021, the last full trading day before the date of this Proxy Statement, the closing price of Veoneer Common Stock was $35.29 per share.

If the Merger Agreement is adopted by Veoneer Stockholders and the Merger is consummated, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect his, her or its demand for appraisal rights under Section 262 of the DGCL shall not have their shares converted into the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL.

Under Section 262 of the DGCL, holders of Veoneer Common Stock who (i) do not vote in favor of the proposal to adopt the Merger Agreement, (ii) continuously are the record holders of such shares through the effective date of the Merger, and (iii) otherwise follow the procedures set forth in Section 262 of the DGCL, will be entitled to have their shares appraised by the Court of Chancery of the State of Delaware and to receive in lieu of the Merger Consideration payment in cash of the amount determined by the Court of Chancery to be the “fair value” of the shares of Veoneer Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value as determined by the Court of Chancery. Veoneer Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the $37.00 per share Merger Consideration payable pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Veoneer Stockholders wishing to exercise the right to seek an appraisal of their shares of Veoneer Common Stock must fully comply with Section 262 of the DGCL, which means doing, among other things, ALL of the following:

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the proposal to adopt the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the proposal to adopt the Merger Agreement, abstain or not vote its shares. Only a holder of record of shares of Veoneer Common Stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of Veoneer Common Stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Veoneer Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or the other nominee.