DRAFTMINUTES of the virtual Annual Meeting of Shareholders of MAGNA INTERNATIONAL INC. at 10:00 a.m.
on Thursday, May 11, 2023.
Mr. Robert MacLellan, the Chairman of the Board, chaired the meeting and Mr. Bassem Shakeel, the VicePresident, Associate General Counsel and Corporate Secretary, served as secretary of the meeting.
CALL TO ORDER
The Chairman called the meeting to order and welcomed participants, all of whom were attending solely byvirtual means. The Chairman thanked Dr. Kurt Lauk who was retiring from the Board following twelve years’service, then proceeded to conduct the legal formalities of the meeting.
NOTICE AND QUORUMThe Chairman presented the agenda for the meeting and confirmed the items of business to be dealt with.
He then tabled a Declaration as to the due mailing on April 11, 2023, to shareholders of record as of March24, 2023, as well as the directors and independent auditors of the Corporation, of the following:

Notice of Meeting dated March 30, 2023;
form of proxy;Management Information Circular / Proxy Statement dated March 30, 2023; and2022 Annual Report.

The Chairman indicated that Rita Gutierrez-Fernandes of Broadridge had agreed to act as the scrutineer
for the meeting and had confirmed that there was a quorum of shareholders participating directly or byproxy in the virtual meeting. Accordingly, he declared that the meeting had been regularly called andproperly constituted for the transaction of business.
The Chairman next confirmed that, based on the scrutineers’ preliminary report of shares presented at themeeting, a clear majority of votes had been cast for each nominee, the reappointment of the auditor, andthe Corporation’s approach to executive compensation. He further confirmed that the results of each matter
voted on by shareholders at the meeting would be appended to the minutes and publicly disclosed promptly
following the meeting.
PRIOR MINUTESThe Chairman advised that the minutes of the Corporation’s annual meeting of shareholders held on May
3, 2022, were available for review on the Corporation’s website and its head office, as well as via an onscreen link. He confirmed that no further action was required with respect to the minutes.
ANNUAL REPORTThe Chairman then presented the audited consolidated financial statements of the Corporation for thefinancial year ended December 31, 2022, as well as the independent auditors’ reports on such financial
statements and on internal controls, all of which were included in the Corporation's 2022 Annual Report.
After advising that the Annual Report was available for inspection via an on-screen link, he confirmed thatno further action was required with respect to the 2022 Annual Report.

2ELECTION OF DIRECTORSThe Chairman next advised that the thirteen nominees proposed for election to the Board were listed in theManagement Information Circular / Proxy Statement, which had been mailed to shareholders with theNotice of Meeting. After he called for nominations, the following individuals were nominated:Peter G. Bowie
Mary S. ChanHon. V. Peter Harder
Jan R. Hauser
Seetarama Swamy Kotagiri
Jay K. Kunkel
Robert F. MacLellan

Mary Lou Maher
William A. Ruh
Dr. Indira V. Samarasekera
Matthew Tsien
Dr. Thomas Weber
Lisa S. Westlake

The Chairman then called for a motion for the election of the thirteen nominees, following which he invited
discussion on the motion. After confirming that there were no questions or discussion on the motion via theonline meeting platform, the Chairman declared the motion carried and the following resolution passed
based on the voting results in the preliminary scrutineer’s report:
2023-1RESOLVED that the following persons be elected as directors of the Corporation, to holdoffice until the next annual meeting, or until their successors are duly elected or appointed
pursuant to the provisions of the Corporation's by-laws:
Peter G. Bowie
Mary S. Chan
Hon. V. Peter Harder
Jan R. Hauser
Seetarama Swamy Kotagiri
Jay K. Kunkel
Robert F. MacLellan

Mary Lou Maher
William A. Ruh
Dr. Indira V. Samarasekera
Matthew TsienDr. Thomas Weber
Lisa S. Westlake

REAPPOINTMENT OF INDEPENDENT AUDITORSThe Chairman indicated that the Audit Committee had recommended that: (a) Deloitte LLP be reappointed
as the Corporation’s independent auditors; and (b) the independent auditors’ remuneration be fixed by theAudit Committee. He then called for a motion on the matter and invited discussion on the motion. Afterconfirming that there were no questions or discussion on the motion via the online meeting platform, theChairman declared the motion carried and the following resolution passed based on the voting results inthe preliminary scrutineer’s report:
2023-2RESOLVED that Deloitte LLP be reappointed as the Corporation’s independent auditors, tohold office until the conclusion of the next Annual Meeting or until a successor is appointed,
and that their remuneration be fixed by the Audit Committee of the Board.

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ADVISORY VOTE ON APPROACH TO EXECUTIVE COMPENSATIONWith reference to the full text of the resolution as stated in the proxy circular, the Chairman called for amotion on the advisory resolution relating to the Corporation’s approach to executive compensation andinvited discussion on the motion. After confirming that there were no questions or discussion on the motion
via the online meeting platform, the Chairman declared the motion carried and the following resolution
passed based on the voting results in the preliminary scrutineer’s report:
2023-3RESOLVED on an advisory basis and not to diminish the roles and responsibilities of theBoard of Directors, that the shareholders accept the approach to executive compensation
disclosed in the Management Information Circular / Proxy Statement.

TERMINATIONWith the formal business of the meeting completed and voting having closed, the Chairman indicated thata question/answer session would follow the termination of the meeting. The meeting then terminated.

Robert F. MacLellan – Chairman

APPROVED:

Bassem A. Shakeel - Secretary