MAGNA INTERNATIONAL INC.
TECHNOLOGY COMMITTEE CHARTER
PurposeThis Charter has been adopted by the Board of Directors of the Corporation (the “Board”) to assist theTechnology Committee (the “Committee”) and the Board in the exercise of their responsibilities, particularly
by defining the scope of the Committee’s authority in respect of matters delegated to it by the Board relating
to technology and innovation.
Where used in this Charter, the term “Executive Management” has the meaning ascribed to it in theCorporation’s Board Charter.
Role and Responsibilities of the Committee1.

The Board has delegated to the Committee the responsibility for the following matters:
Technology Trends, Opportunities and Risks(a)Technology Trends: reviewing, monitoring and evaluating general technological trends
which may impact the automotive industry and/or the Corporation’s:product, service and solution software offerings;

advanced manufacturing strategy; and/or

overall strategic plan, andaddressing any recommended strategic actions with Executive Management.
(b)Opportunities and Risks: assessing the impact of technological trends and disruptive
technological changes on the Corporation’s business or strategy and addressing withExecutive Management the Corporation’s approach to realizing the opportunities andmitigating the risks arising from such trends and changes.

Research & Development (“R&D”)(c)

R&D/Innovation: reviewing the Corporation’s R&D/innovation initiatives, assessing theeffectiveness of such initiatives in relation to the Corporation’s strategy, and addressing
with Executive Management its recommendations with respect to same.

Technology Partnerships, Investments and Acquisitions
(d)

(e)

Partnerships and Investments: providing input on the Corporation’s overall approach to:technology partnerships, joint projects and other collaborative activities withuniversities, colleges, technical institutes, advanced research organizations orother similar bodies;initiatives involving technology incubators; and

joint ventures with, or investments in, software and technology companies.

Technology M&A: providing input to Executive Management with respect to material M&A
transactions aimed at addressing a technological trend, opportunity or gap in theCorporation’s product or service portfolio.

Cybersecurity Risk(f)

Domain 3 Cybersecurity Risk Oversight: assessing with Executive Management theCorporation’s Domain 3 (product and solution software) cybersecurity risk exposures,
together with the Corporation’s actions to identify, monitor and mitigate such exposures,and satisfying itself as to the effectiveness of such mitigation actions.

Technology & Corporate Strategy(g)Alignment Between Technology & Strategy: satisfying itself that the Corporation’s
overall approach to technology and intellectual property development, management andacquisition are aligned with the Board’s strategic priorities.

Reporting and Disclosure(h)Reporting to Board: reporting to the Board as needed with respect to the Committee’sactivities.

(i)Technology Committee Report: overseeing the preparation of the TechnologyCommittee report for inclusion in the Corporation’s management information circular/proxystatement.

Size, Composition and Independence2.

Size: The Committee shall be a committee of the full Board of the Corporation. The Board shallannually appoint the members of the Committee and a Chair from amongst those appointed, tohold office until the next annual meeting of shareholders of the Corporation. The members of theCommittee shall serve at the pleasure of the Board and vacancies occurring from time to time shallbe filled by the Board. Any member of the Committee may be removed or replaced at any time by
the Board and shall automatically cease to be a member of the Committee upon ceasing to be adirector of the Corporation.

3.

Independence: A majority of the members of the Committee, including the Committee Chair, shallmeet the independence standards specified under applicable law, currently being Section 1.4 ofNational Instrument 52-110 of the Canadian Securities Administrators.

4.

Independent Advisors: The Committee may retain and compensate such outside advisors at theexpense of the Corporation as it deems reasonably necessary to assist and advise the Committee
in carrying out the Committee’s duties and responsibilities.

5.

Role of Committee Chair: The Committee Chair shall generally provide leadership to enhancethe effectiveness of the Committee and act as the liaison between the Committee and Executive
Management. The Committee Chair shall also manage the Committee’s activities and meetings,
manage any outside legal or other advisors retained by the Committee and manage the process ofreporting to the Board on the Committee’s activities and related recommendations.

6.

Secretary of the Committee: Unless otherwise determined or approved by the Committee, theSecretary or an Assistant Secretary of the Corporation shall act as the Secretary of the Committee.
In the absence of the Secretary or an Assistant Secretary, the Committee shall select an individualto act as the Secretary of the Committee. The Secretary of the Committee shall keep minutes ofthe Committee and such minutes shall be retained in the corporate records of the Corporation.

Committee Meeting Administration
7.

Meetings: The Committee shall meet periodically as required to carry out its duties andresponsibilities, but shall meet at least annually to address the matters specified in Section 1 of thisCharter. Meetings of the Committee may be called by the Committee Chair, Board Chair, ChiefExecutive Officer, Chief Financial Officer, Chief Legal Officer or the Secretary of the Corporation.
2The Committee shall generally hold sessions without members of management present at eachscheduled meeting.
8.

Minimum Attendance: Each member of the Committee is expected to use all reasonable efforts
to attend a minimum of 75% of all regularly scheduled Committee meetings, except to the extent
that any absence is due to medical or other valid reasons.

9.

Notice of Meeting: Unless otherwise determined or approved by the Committee, the Secretary ofthe Committee shall provide notice of each meeting of the Committee to the following persons, allof whom shall be permitted to attend each Committee meeting:10.

▪

the Committee Chair and each member of the Committee;▪

the Chief Executive Officer, the Chief Financial Officer and Chief Legal Officer of theCorporation;▪

the Chief Technology Officer;▪

any other person whose attendance is deemed necessary or advisable by the Committee
Chair.

Committee Access to Employees and Others: For the purpose of performing their duties andresponsibilities, the members of the Committee shall have full access to and the right to discussmatters relating to such duties with any:▪

employee of the Corporation; and/or▪

advisor to the Corporation (including any advisors retained by the Committee).

The Committee shall also have the right to inspect all applicable books, records and facilities of theCorporation and its subsidiaries and shall be permitted to discuss such books, records and facilities
and any other matters within the Committee’s mandate with any of the foregoing.
11.

Meeting Agendas: The Committee Chair shall establish a preliminary agenda for each Committee
meeting with the assistance of the Secretary of the Corporation. Any director or other person
entitled to call a meeting may request items to be included on the agenda for any meeting.

12.

Meeting Materials: To the extent reasonably practicable, meeting materials shall be distributed
sufficiently in advance of Committee meetings to permit members to properly review and consider
such materials.

13.

Quorum: A majority of the members of the Committee shall constitute a quorum and all actions ofthe Committee shall be taken by a majority of the members present at the meeting.

Delegation of Responsibility
14.

Right of Delegation: Subject to applicable law, the Committee may from time to time delegate one
or more of its duties and responsibilities under this Charter to the Committee Chair, any othermember of the Committee or any sub-committee of the Committee.

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Review and Revision of Charter
15.

Annual review: The Committee shall annually review this Charter and recommend to theGovernance, Nominating and Sustainability Committee of the Board such changes as it deems
advisable.

Board Approved: March 30, 2023

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