Stabilisation Notice

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28.06.2019

Not for distribution, directly or indirectly, into any jurisdiction in which such distribution would be unlawful.

Veoneer, Inc. (the "Company")

Mid-stabilisation Period Announcement

Morgan Stanley & Co. LLC (contact: Ben Dannhauser; telephone: +1 212 761-9005) hereby gives notice that the Stabilisation Manager(s) named below undertook stabilisation (within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU/596/2014) and of the rules of the Swedish FSA) in relation to the offer of the following securities, as set out below.

Securities

Issuer: Veoneer, Inc. Company number (or equivalent ID): 82-3720890
Securities: Shares of the Company's Common Stock ("Shares"); Swedish Depository Receipts (each representing one Share) ("SDRs")
ISIN: US92336X1090 ("Shares") ; SE0011115963 ("SDRs")
Offer size: 24,000,000 Shares ("Offer Shares") (excluding the over-allotment option), a portion of which were delivered to a depository, which issued SDRs
Offer price: 17.50 USD per Share

Stabilisation

Stabilising Manager: Morgan Stanley & Co. LLC, c/o The Corporation Trust Company (DE), Corporation Trust, 1209 Orange Street, Wilmington, Delaware, 19801, USA

For each of the dates during which stabilisation transactions were carried out during the period covered by this announcement, the aggregate quantity and price range was as follows:

Stabilisation transactions

Date Buy/ Aggregate (Quantity) Lowest Price Highest Price Currency Stabilisation Trading Venue
Sell
19/06/2019 BUY 1300 17.0200 17.1900 USD American Stock Exchange (XASE)
19/06/2019 BUY 6840 16.7300 17.1900 USD BATS EXCHANGE (BATS)
19/06/2019 BUY 5620 16.7000 17.2000 USD BATS Y-EXCHANGE, INC. (BATY)
19/06/2019 BUY 600 17.0700 17.1000 USD CHICAGO STOCK EXCHANGE, INC (XCHI)
19/06/2019 BUY 13247 16.7200 17.2000 USD EDGA EXCHANGE (EDGA)
19/06/2019 BUY 9344 16.8200 17.2000 USD EDGX EXCHANGE (EDGX)
19/06/2019 BUY 1600 16.6600 17.1900 USD Investor's Exchange (IEXG)
19/06/2019 BUY 15941 17.0400 17.1900 USD MORGAN STANLEY AND CO. LLC (MSCO)
19/06/2019 BUY 22500 16.7200 17.1900 USD MS POOL (MSPL)
19/06/2019 BUY 100 17.0850 17.0850 USD MS RETAIL POOL (MSRP)
19/06/2019 BUY 50487 16.6600 17.2000 USD NASDAQ - ALL MARKETS (XNAS)
19/06/2019 BUY 2800 16.8400 17.1900 USD NASDAQ OMX BX (XBOS)
19/06/2019 BUY 7500 16.8300 17.2000 USD Nasdaq PHLX (XPSX)
19/06/2019 BUY 81761 16.6600 17.2000 USD New York Stock Exchange (XNYS)
19/06/2019 BUY 16060 16.7200 17.1900 USD NYSE ARCA (ARCX)
19/06/2019 BUY 14000 17.0000 17.1700 USD TWO SIGMA SECURITIES. LLC (SOHO)
19/06/2019 BUY 300 17.0600 17.1000 USD XCIS

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction.

A copy of the final prospectus for the offering of Shares, which has been filed with the Securities and Exchange Commission, may be obtained from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department.

END.

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