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UNITED STATES
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TRW Automotive Holdings Corp.
 
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TRW AUTOMOTIVE HOLDINGS CORP.

** IMPORTANT NOTICE **
___Regarding the Availability of Proxy Materials
You are receiving this communication because you hold shares in the above company, and the materials you should review before you cast your vote are now available.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
 
 
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Stockholder Meeting to be held on 5/19/09
 
Proxy Materials Available
•  
Notice and Proxy Statement
•  
Annual Report


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See the Reverse Side for Meeting Information and Instructions on How to Vote

 

 

 

     
Meeting Information    
 
 
Meeting Type:
  Annual
Meeting Date:
  5/19/09
Meeting Time:
  4:00 p.m., Local Time
For holders as of:
  3/23/09
 
 
Meeting Location:    
 
 
Loews Regency Hotel
   
540 Park Avenue
   
New York, NY 10065
   
If directions are needed, please call the hotel
at (212) 339-4006
 
 

     
How To Vote
 
 
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  Vote In Person
   
 

Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
     
 
   
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  Vote By Internet
   
 

To vote now by Internet, go to WWW.PROXYVOTE.COM. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your notice in hand when you access the web site and follow the instructions.


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Voting items
     
Proposal 1. The election of three directors nominated by the Board to serve as Class II directors for a three-year term beginning at the meeting and expiring at the 2012 annual stockholders’ meeting or until succeeded by another qualified director who has been properly elected. The Board has nominated for re-election 01) James F. Albaugh, 02) Robert L. Friedman and 03) J. Michael Losh, all current directors.
   
   
The Board of Directors recommends a vote “FOR” the director nominees.
Proposal 2.  
The ratification of Ernst & Young LLP, an independent registered public accounting firm, to audit the consolidated financial statements of TRW Automotive Holdings Corp. for 2009.
The Board of Directors recommends a vote “FOR” Proposal 2.
Proposal 3.  
The approval of an amendment to the Amended and Restated TRW Automotive Holdings Corp. 2003 Stock Incentive Plan (the “Plan”) to increase the number of shares issuable under the Plan.
The Board of Directors recommends a vote “FOR” Proposal 3.
Proposal 4.  
The approval of an amendment to the Plan to permit a one-time stock option exchange program for employees other than directors, executive officers and certain other senior executives.
The Board of Directors recommends a vote “FOR” Proposal 4.
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