•

2023
Management Proxy Circular

Annual Meeting - May 11,2023
Magna InternationalInc.

Magna is a champion for safer and better mobility.
We don't just make auto parts. We are hardwired
to think like an automaker, envisioning futureforward technologies and delivering innovative
solutions that consumers don't even know
they need yet. Backed by more than 65 yearsof experience, our systems-level expertise andproduct capabilities span the entire vehicle .
Driven with purpose, we are positively impacting
mobility and society by enhancing the way people
move, with innovative, accessible and safer
transportation solutions.

At a Glance.
$37.8B in sales
50+ customers
343 manufacturing facilities
World's 4th largest automotive parts supplier

168,000+ team members

29 countries

The Power of Magna:
A Competitive Advantage
The Power of Magna is an ecosystem of interconnected products and complete vehicle
expertise designed to deliver solutions like no other supplier can. Our unique approachleads to the development of highly integrated systems that deliver the needs of mobility.

Deep product expertise
Integrated systems level analysis and approach
Complete vehicle engineering and manufacturing

The automotive industry is accelerating at a rapid pace toward a systems-defned vehicle, with great emphasis
on electrifcation, lightweight structures, high-effciency powertrains, intelligent control systems, as well as
improved comfort and safety. A systems-defned approach will drive changes to future vehicle architectures,design and assembly processes, and sourcing through the supply chain.
Our competitive advantage in manufacturing, product capabilities and complete vehicle expertise uniquely
positions Magna for this paradigm shift – bringing new opportunities for our integrated systems solutions acrossthe entire vehicle. Some examples include:
Etelligent Powertrain Systems

SmartAccessOur growing family of Etelligent powertrain systems
offers a modular approach to electric drivetrains,
supporting the acceleration of EV adoption.

Magna’s SmartAccess platform is a complete power
door system that reimagines traditional vehicle access• EtelligentReach is an all-electric connected
powertrain that can increase driving range
by up to 90 miles.
• EtelligentForce electrifed axles can be placed
into trucks without reducing payload andtowing capability.
• EtelligentCommand offers improved electricrange with uncompromised performance forplug-in hybrids.
Driver Monitoring Systems
We leverage our systems approach and global
expertise to deliver state-of-the-art solutions toaddress concerns about distracted driving. Our
Driver Monitoring Systems combine our industry
leading ADAS camera and interior mirror technology
to provide an unobstructed view of the driver’s faceand body. This integrated approach helps to eliminate
engineering complexity, resulting in signifcant costsavings for our OEM customers.

experiences. Combining our expertise in structures,body-in-white, exteriors and mechatronics, this uniquesolution eliminates the need for a b-pillar, improving
access to the vehicle cabin. Intuitively designed tooffer customizable Human Machine Interface solutions
such as gesture or tactile touch, this advanced
technology opens the door to infnite possibilities.
Mezzo Plus Featuring Morphing Surfaces
Turning possibilities into reality, we are evolving theexterior of a vehicle. Our frst-to-market aerodynamic
system can change the exterior shape of a vehicle andadapt to reduce emissions, improve fuel economy andextend range. The morphable surface is a seamless
front panel that integrates sensors, cameras, radar,functional lighting, and communications featuresthat are ideal for the car of the future.
Seating of the Future
Combining our expertise in complete seating
systems with our electronics capabilities, we candeliver innovative products like our Zero-Gravity
seat, which mimics the body’s relaxed posture when
foating in space. In addition, by offering a central
electronic control unit (ECU), we can eliminate
multiple seat ECUs to reduce complexity andcost for our customers.

MESSAGE FROM THE CHAIRMAN & CHIEF EXECUTIVE OFFICER

Robert F. MacLellan
Chairman

Swamy Kotagiri
Chief Executive Offcer

Dear Fellow Shareholders,• Sales growth which outpaced the market by 7%;

We are pleased to invite you to Magna’s upcoming(virtual) annual meeting of shareholders, which will
be held on Thursday, May 11, 2023, at 10:00 am(Eastern time).

• Record $11 billion in new business awards, muchof it in product areas such as electrifcation, which
are aligned with megatrends;

Moving Forward
Magna’s vision, mission and values are truly capturedby three simple words: “Forward. For all.” Thisphrase sums up our approach to creating long-term
shareholder value by advancing the future of mobility
for everyone and everything, responsibly, through thedevelopment of technologies, systems and solutions
that make vehicles safer and cleaner.
“Forward. For all” is as much about the future astoday. The last three years have unquestionably
been diffcult years in our industry – from pandemic
to semiconductor chip shortages to levels of infation
unseen in decades. Make no mistake – Magna istaking a number of steps to address short-term
challenges and deliver for our shareholders, including
by driving operational improvements and optimizing
the company’s cost structure. But more thananything, the company is focused on the long-term
opportunities in the world of mobility, and you cansee some of the results refected in Magna’sachievements during 2022:• Agreement to acquire the active safety business ofVeoneer, which will help us grow in the important
market for advanced driver assistance systems;• Receipt of 107 customer awards for operationalinnovation and execution, as well as 14 leading
employer recognitions; and• Attained carbon neutrality at 20 of our manufacturing
sites, while advancing our broader ESG efforts.
Additionally, despite the challenges thrown our way
during 2022, Magna increased its dividend for the
13th consecutive year.
Power of Magna
One of Magna’s enduring competitive advantages
is what we refer to as the Power of Magna. You will
have read about this on the preceding pages - itis the ecosystem of interconnected products andcomplete vehicle expertise enabling Magna to deliver
solutions like no other supplier can. We believe that
this advantage will be critical to Magna’s successas vehicles – which are increasingly electrifed andcharacterized by complex electronics – continue toevolve. This evolution requires a complete re-thinkof how vehicles are designed and developed, andhow the many complex systems in the vehicle
are integrated into the full vehicle. Our customers
continue to recognize the novel value we provide atearlier stages of a vehicle’s development, and they
continue to reward us with new business awards.
This is the Power of Magna in action.
The One ConstantMagna’s Board is continually evolving to meet theneeds of tomorrow. However, despite this change,
one element remains constant: we are determined
to continue driving long-term value for the beneftof every Magna shareholder.

candidates with less than fve years’ tenure on the
Board, including the three new nominees for election
this year: Jan Hauser, Jay Kunkel and Matthew Tsien.
Jan is a fnancial leader, former chief accounting
offcer, and former audit frm partner, with over 35
years of experience dealing with fnancial reportingand complex business transactions. Jay is a seasoned
automotive industry veteran with senior leadershiproles in both OEMs and suppliers, as well as corporate
fnance and M&A advisory expertise. Matthew similarly
brings the Board deep industry technical expertisethrough senior leadership roles, including as a chief
technology offcer, primarily at an OEM. Both Jay andMatthew will augment the Board’s industry skillset, as
well as its understanding of industry dynamics in Asia
since both have extensive experience in the region.

As part of this commitment, we place a high priority
on engaging with our shareholders to gather
constructive input and feedback. In 2022, independent
members of our Board engaged with shareholders
representing around 15% of Magna’s shares to gain
valuable insights and inform our approach to issues
that matter to our shareholders, including corporate
strategy, compensation and governance.
Another such issue is environmental, social, andgovernance (“ESG”). Through regular engagementwith shareholders, customers, and other stakeholders
we have a clear understanding of what stakeholders
expect from us. Magna’s corporate strategy isfundamentally aligned with sustainable objectives
and the company has a number of workstreams
underway that demonstrate its commitment to

At the same time, our longest-serving director, Dr. Kurt
Lauk, has reached his tenure limit and will retire fromthe Board at the annual meeting. Kurt has consistently
provided the Board and Management thoughtful andwell-considered guidance.
We look forward to your support for all thirteen of theBoard’s nominees, and we thank Dr. Lauk for his many
contributions over the last 12 years.
In Closing
We encourage you to participate in Magna’s upcoming(virtual) annual meeting on May 11, 2023. You can
submit your vote on the voting matters outlined inthis proxy circular – by proxy ahead of the meeting,or online during the meeting.

responsible value creation. At the Board level, we
took an important step in 2022 to enhance Board
oversight of ESG, by separating our Corporate
Governance, Nominating and Compensation

We thank you for your continued support and lookforward to continuing to engage with you – at theannual meeting and throughout the year.

Committee into two new committees: Governance,
Nominating and Sustainability; as well as Talent
Oversight and Compensation.
Finally, the Board recognizes the value of diverseand fresh perspectives and is engaged in a constantprocess of Board renewal. In fact, eight of the thirteen
nominees for election at the annual meeting represent

Robert F. MacLellan

Seetarama (Swamy) Kotagiri

Notice of Annual Meeting of
Shareholders
Date:

Thursday, May 11, 2023

Time:

10:00 a.m. (Toronto time)

Place:

Virtual-only meeting
via live internet webcast online atwww.virtualshareholdermeeting.com/MGA2023

We have opted to hold a virtual-only meeting, conducted
via live internet webcast, in which all shareholders will
have an equal opportunity to participate online
regardless of geographic location.
Shareholders can submit questions or comments aheadof the Meeting via ProxyVote.com. Simply visit
www.ProxyVote.com, enter your Control Number, Voteyour Shares and ask your Pre-Meeting Questions.

You are receiving this Notice of Magna’s Annual Meeting of Shareholders (the “Meeting”) since you held Magna
Common Shares at the close of business on March 24, 2023. You are entitled to vote your shares at the Meeting,which is being held to:1.

receive Magna’s consolidated financial statements and the report of independent registered public accounting
firm thereon for the fiscal year ended December 31, 2022;2.

elect thirteen directors;

3.

reappoint Deloitte LLP as our independent auditor and authorize the Audit Committee to fix the independent
auditor’s remuneration;

4.

vote, in an advisory, non-binding manner, on Magna’s approach to executive compensation (“Say on Pay”)
described in the accompanying Management Information Circular/Proxy Statement (the “Circular”); and5.

transact any other business that may properly come before the Meeting.

As of the date of this Notice, we are not aware of any business to be addressed at the Meeting other than the four
specific items listed above.
The Circular relating to the Meeting contains more information on the matters to be addressed at the Meeting. The
section of the Circular titled “How to Vote Your Shares” contains detailed information to help you understand how tovote your shares within the applicable time limits. The time limit for deposit of proxies may be waived or extended by the
Chair of the Meeting at their discretion.
Magna has elected to use the Notice and Access rules permitted by Canadian securities regulators to deliver the
Circular to both our registered and non-registered shareholders. This means that instead of receiving the Circular by
mail, shareholders will receive a written notification with instructions on how to access the Circular online, together witha form of proxy or voting instruction form, as applicable. The Circular is available on our website at magna.com, on
SEDAR at sedar.com and on EDGAR at sec.gov.
By order of the Board of Directors.

March 30, 2023
Aurora, Ontario

BASSEM A. SHAKEEL
Vice-President, Associate General Counsel and Corporate
Secretary

Contents
Management Information Circular/Proxy Statement
17
8Proxy Summary
Voting Information
How To Vote Your SharesBusiness of the Meeting
11
12
13
15
19
26
31
33
34
42
59
62

Financial Statements
Election of Directors
Board Overview
Details of the 2023 Nominees
Biographies of 2023 Nominees
Director Compensation
Reappointment of Deloitte LLP as Magna’s Independent Auditor
Say on Pay
Compensation and Performance Report
Compensation Discussion & Analysis
Summary Compensation Table
Incentive Plans and Awards

Corporate Governance
67
68
69
70
74
78
79
80
82
83
85
86
87

Corporate Governance at Magna
Governance Environment
About the Board
Board Independence
Board Effectiveness
Shareholder Democracy and Engagement
Ethical Conduct
Sustainability at Magna
Board Committees and Committee Reports
Report of the Audit Committee
Report of the Governance, Nominating and Sustainability Committee
Report of the Talent Oversight and Compensation Committee
Report of the Technology Committee

Additional Information
88
89

Additional Information
Definitions and Interpretation

This Circular is being provided to you in connection with the Annual Meeting of Magna’s shareholders (the “Meeting”),
which will be held on Thursday, May 11, 2023, commencing at 10:00 a.m. (Toronto time) via live internet webcast onlineat www.virtualshareholdermeeting.com/MGA2023.

Proxy Summary
In this summary, we highlight certain information you will find in various parts of the management information circular/
proxy statement (the “Circular”), which follows. This summary does not contain all of the information that you should
consider. Please review the entire Circular carefully before casting your vote.

Business of the Meeting
Business of the Meeting

Board Vote
Recommendation

For More
Information

1.

Receive the audited consolidated financial statements and the report of the auditor for the year
ended December 31, 2022

N/A

Page 112.

Vote to elect thirteen directors for a term of approximately one-year, ending on the date of thenext annual meeting

FOR

Page 123.

Vote to reappoint Deloitte LLP as Magna’s independent auditor and authorize the Audit
Committee to set the independent auditor’s remuneration

FOR

Page 31

4.

Vote on the advisory, non-binding resolution on Magna’s approach to executive compensation(“Say on Pay”)

FOR

Page 33

1. Financial Statements
Magna’s consolidated financial statements for the fiscal year ended December 31, 2022, together with the report ofindependent registered public accounting firm on those statements, will be presented at the Meeting, but no shareholder
vote is required in connection with the financial statements. The report of independent registered public accounting
firm on our financial statements for the fiscal year ended December 31, 2022, was unqualified and without reservation.
Both of these items are contained in our 2022 Annual Report, which is available on our website at www.magna.com.
Selected financial results for 2022 are found below. However, we encourage shareholders to review our complete financial
statements and the report of independent registered public accounting firm thereon.
SALES

DILUTED EPS

U.S. $ MILLIONS

U.S. $

CASH PROVIDED FROMOPERATING ACTIVITIES
U.S. $ MILLIONS

36,242

37,840
5.00

2,940
2,095
2.03

2021

2022

RETURN ON
INVESTED CAPITAL (1)

2021

2022

2021

2022

DIVIDENDS PAIDPER SHARE
U.S. $
1.72

1.80

1.60
1.46
1.32
10.1%
4.4%
2021

1.

2022

2018

2019

2020

2021

2022

Return on Invested Capital is a non-GAAP financial measure. Definitions and reconciliations to the most directly comparable financial measures calculated
in accordance with U.S. GAAP, can be found in the company’s Annual Report for the Year Ended December 31, 2022, in the Management’s Discussion andAnalysis of Results of Operations and Financial Position section. The Magna International Inc. 2022 Annual Report has been posted on the company’s
website at www.magna.com.

Proxy Summary

1

PROXY SUMMARYManagement Information
Circular/Proxy Statement

2. Election of Directors – 2023 Nominees
TenureAge>99% >99%

3.8yrs
Avg.

Avg. 2022
Votes FOR

65yrs
Avg.

Avg. 2022
Attendance

0-4 yrs: 8 nominees<60 yrs

5-9 yrs: 4 nominees

60-65 yrs : 7 nominees

10+ yrs : 1 nominee

66-70 yrs : 2 nominees>70 yrs

GenderDiversity

DiverseNominees*

Women: 3 nominees

Independence

46%

38%

: 1 nominee

92%
Independent* Gender, LGBTQ+ andunderrepresented minority in home country

NOMINEE OVERVIEWNOMINEE

AGE

DIRECTORSINCE

TENURELIMIT

PRINCIPAL OCCUPATIONINDEPENDENCE(1)FINANCIAL
EXPERTISE✓

COMMITTEEMEMBERSHIPS(2)Peter G. Bowie

76

2012

2024

Corporate Director

I

Mary S. Chan

60

2017

2029

Managing Partner of VectoIQ LLP and Corporate Director

I

GNSC/TC

Hon. V. Peter Harder, P.C.

70

2020

2029

Senator and Corporate Director

I

GNSC*/TCJan R. Hauser(3)

64

2022

2034

Corporate Director

I

Seetarama S. Kotagiri

54

2021

–

Chief Executive Officer of MagnaM

Jay K. Kunkel(4)

63

–

2035

Corporate Director

I

Robert F. MacLellan

68

2018

2030

Chairman, Northleaf Capital Partners and Corporate Director

I✓

Board Chair/TC

Mary Lou Maher

62

2021

2033

Corporate Director

I

✓

AC/TC

AC*/TC

✓

AC/TC

✓

–

–

William A. Ruh

61

2017

2029

Chief Executive Officer, Digital of Lendlease GroupI

TOCC/TC

Dr. Indira V. Samarasekera

70

2014

2026

Senior Advisor, Bennett Jones LLP and Corporate Director

I

TOCC*/TC

Matthew Tsien(4)

62

–

2035

Corporate Director

I–

Dr. Thomas Weber(5)

68

2022

2034

Corporate Director

I

Lisa S. Westlake

61

2019

2031

Corporate Director

I

TC
✓

TOCC/TC

Notes:
1.
I = Independent; M = Management.
2.
The Board has 4 (four) standing committees: Audit Committee (“AC”); Governance, Nominating and Sustainability Committee (“GNSC”); Technology
Committee (“TC”); and Talent Oversight and Compensation Committee (“TOCC”). The GNSC and the TOCC are the successors to the Board’s former
Corporate Governance, Compensation and Nominating Committee (“CGCNC”), the mandate of which was split to enable more focused oversight. Every
director sits on the Technology Committee. Asterisk (*) denotes Committee Chair.
3.
Ms. Hauser was appointed to the Board effective August 1, 2022 following a third-party led search, and is being nominated for election for the first time.
Please refer to “Board Overview — 2023 Nomination Process”.
4.
Messrs. Kunkel and Tsien are also being nominated for election for the first time, following a third-party led search. Please refer to “Board Overview — 2023
Nomination Process”.
5.
Prior to 2022, Dr. Weber served as a member of Magna’s Technology Advisory Council and was compensated for such service. Accordingly, on joining
Magna’s Board in 2022, he was determined to be a non-independent, non-executive director. Following completion of a one-year cooling-off period, Dr.
Weber has been determined to be an Independent Director.

Additional information about the Nominees, including their biographies, skills and compensation can be found startingon page 12 of the Circular.

2

Proxy Summary

Highlights of our approach to corporate governance include:◾

Active Board engagement in, and approval of strategy◾

Diverse Nominee skills, expertise and backgrounds◾

Strong oversight of management succession planning◾

Board Diversity Policy with gender parity target◾

Environmental, Social and Governance (ESG) oversight◾

Director tenure limit◾

Active shareholder engagement◾

Limitation on director interlocks◾

Advance Notice By-Law◾

Independent Board Chair◾

Annual director election; no slate ballots◾

100% non-executive directors on all Board committees◾

Majority voting policy; prompt disclosure of vote results◾

Independent Directors meet without Management◾

Annual Say on Pay vote◾

Rigorous annual Board/Director effectiveness evaluation◾

Mandatory deferral of director fees◾

Director orientation and continuing education◾

Equity maintenance requirement for directors◾

Commitment to culture of ethics and compliance◾

Trading blackouts and anti-hedging restrictions

PROXY SUMMARYCORPORATE GOVERNANCE OVERVIEW

3. Reappointment of Deloitte LLP as Magna’s
Independent Auditor

96

AUDIT FEES
2022%

Audit / Related Fees

Audit:

57%

Audit-related:

39%

Tax:

4%

Other Permitted: <1%
Total:

100%

%

>99

2022 Votes FOR

9
Fiscal Yrs as auditor

Deloitte LLP (“Deloitte”), an Independent Registered Public Accounting Firm, was first
appointed Magna’s independent auditor on May 8, 2014 and has audited Magna’s
consolidated financial statements for the fiscal years ended December 31, 2014 and after.
Deloitte reports directly to the Audit Committee, which oversees the firm’s work, evaluates
its performance and sets its compensation.

The Audit Committee believes that Deloitte provides value to Magna’s shareholders through its methodical, independent
challenge to Magna’s external financial reporting. Deloitte’s audit approach is based on an audit risk assessment,
which is continuously updated throughout the year. Audit risks identified in the risk assessment are addressed throughtailored audit procedures which reflect Deloitte’s understanding of Magna-specific factors as well as the general businessenvironment in which Magna operates. The firm’s communications to the Audit Committee demonstrate strong audit
quality, professional skepticism and innovation in the audit, including through the effective use of data analytics. The Audit
Committee is satisfied that Deloitte’s integrated audit team consists of audit professionals and specialists who are
qualified and experienced to provide audit services in the regions in which Magna operates. The firm has demonstrated
a commitment to promoting a learning culture within its own team and sharing the firm’s insights, perspectives andbest practices with the Audit Committee, the Board, internal audit, as well as management and Magna’s finance teams.
Additional information about Deloitte, including its independence, services and fees can be found starting at page 31of the Circular.

Proxy Summary3

4. Say on Pay / Executive Compensation
Magna’s executive compensation framework has been structured to promote effective short- and long-term decisionmaking through balanced incentives aimed at profitable growth in a lean manufacturing business, as well as long-termvalue creation in a rapidly evolving industry. Some of the ways we seek to achieve these objectives include:
Compensation Framework Feature
Minimal fixed compensation

Performance-conditioned profit
sharing bonus / STI

Performance-conditioned
multi-metric LTI

PurposeLow base salaries and highly variable compensation help create an owner’s mindset◾
◾

Motivates managers to achieve consistent profitability in order to maintain consistentcompensation◾

Incents profit growth to grow compensation
Promotes entrepreneurialism◾
◾

Drives strong managerial focus on lean/efficient operations through effective managementof costs◾

Connects compensation to the operational impact of everyday decisions
ROIC PSUs incent efficient capital allocation and value creation◾
◾

rTSR PSUs create sensitivity to stock market performance and return of capital toshareholders, in the form of dividends, as well as alignment with shareholders◾

TFG PSUs promote strategic transformation by incenting actions that generate sustainable,
long-term growth in equity values◾

Capped PSU payouts help mitigate risk by promoting responsible decision-making anddiscouraging excessive risk-taking◾

No pensions◾

Share maintenance requirement◾

Stock options incent absolute TSR growth
Reinforces an owner’s mindset and incents long-term growth in equity value as a pensionalternative
Reinforces an owner’s mindset◾

Alignment with shareholders◾
◾

Helps mitigate risk
Substantially consistent with those of other employees in the same office/jurisdiction

Benefits

2022 CEO Compensation
Target total direct CEO compensation (“Target TDC”) for 2022 was set in February 2022 at $15.0 million which was
below the executive compensation peer group median of approximately $15.5 million at the time. Consistent with theframework described above, core compensation for Mr. Kotagiri consists of a low base salary, a profit-driven STI, as wellas LTIs tied to value-creation on both an absolute basis and relative to industry peers. In September 2022, the Board
approved a special, non-recurring, heavily performance-conditioned award (the “Transformational Grant”) of PSUs (the“TFG PSUs”) to approximately 20 senior leaders of the company, including Mr. Kotagiri. The TFG PSUs are intended toincent Magna’s transformation at a time of significant change and disruption in the automotive industry. The
Transformational Grant was made on the basis that the core compensation system on its own may not drive thebehavioural change needed to transform Magna from an industrial manufacturer (Magna v1.0) to a mobility technology
leader (Magna v2.0). Without removing any of the critical incentives in the core compensation system for day-to-day
operating success and capital efficiency, the grant of TFG PSUs is intended to transcend any inherent disincentives tobold action through a stretch opportunity guided by rigorous performance-conditioned goals which ensure that no payout
will actually be earned unless significant success is achieved for the benefit of all shareholders.
Key features of the TFG PSUs include the following:◾
grants reflect a reasonable incentive opportunity (one-year’s target TDC);◾
recipients comprise the broad leadership team, not just the CEO, to promote alignment and retention of thewhole team;◾
completely “at-risk” over a five-year performance period;◾
directly aligned with the interests of shareholders as vesting tranches are linked to sustained attainment offour stock price hurdles, which represent 50%, 100%, 150% and 200% increases over the baseline stock priceat the time the grant was made;◾
fair value sharing ratio of 99:1 in favour of shareholders;◾
differentiated hurdle weighting to reflect the higher statistical probability of attainment of the first hurdle andreduce the potential for excessive risk-taking at the level of the fourth hurdle;◾
stringent service conditions generally requiring grant recipients to remain employed in good standing
throughout the entire performance period for PSUs to vest;

4

Proxy Summary◾

deferred payouts of earned TFG PSUs (if any), with 50% of such earned units redeemed after the end of year
five and 25% on each of the following two anniversaries;◾

potential compensation risks are mitigated by design features and Board controls; and◾

the TFG PSUs were developed through a thoughtful, deliberate Board process.

TARGET TDC
CORE COMPENSATION($)

ACTUAL TDC($)

325,000

325,000

STI

5,475,000

3,446,000

LTIs (at target)
ROIC PSUsrTSR PSUs
Stock Options

3,680,000
1,840,000
3,680,000

3,680,000
1,840,000
3,680,000

Base Salary

Sub-Total

15,000,000

12,971,000

Special TFG PSU Grant—

15,000,000

Total

15,000,000

27,971,000

PROXY SUMMARY

Factoring both the core compensation system and the value of the special, non-recurring TFG PSUs, Mr. Kotagiri’s
target TDC (as at February 2022) and actual TDC were as set forth in the table below.

In line with compensation governance best practices, the Talent Oversight and Compensation Committee of the Board
engages its independent compensation advisor to perform a “realized/realizable” compensation analysis of Mr. Kotagiri’s
2022 compensation to assist it in assessing pay outcomes. Realized/realizable compensation provides an indication of
how the different elements of compensation are actually performing as of a point in time. The summary below shows
realized and realizable compensation values relative to both target TDC and actual TDC. Recognizing that the TFG PSUs
are a non-recurring element of compensation with a five-year performance period, the table below shows realized/
realizable compensation with the full grant value of Mr. Kotagiri’s TFG PSUs, one-fifth (20%) of such grant value, as well
as target TDC under the core compensation system without the TFG PSUs. Realized/realizable values are lower thantarget TDC as a result of below-target STI values, below-target performance multipliers for the rTSR PSUs, out-of-themoney stock options and non-attainment of TFG PSU hurdles.
REALIZED/REALIZABLEVALUE AS
TARGET
TDC(1)($)

ACTUAL
TDC(2)($)

VS.
TARGET TDC(%)

VS. ACTUAL

12/31/2022
($)

TDC
(%)

CUMULATIVE
TSR(3)(%)

ROIC(4)(%)

2022 (Full TFG)

30,000,000

27,971,000

6,548,000

-78.2

-76.5

-28.6

11.6

2022 (Amort. TFG)

18,000,000

15,971,000

6,548,000

-63.6

-59.0

-28.6

11.6

2022 (No TFG)

15,000,000

12,971,000

6,548,000

-56.3

-49.5

-28.6

11.6

2021(5)12,000,000

10,870,000

6,108,000

-49.1

-43.8

-16.8

13.3

YEAR
Seetarama S.
Kotagiri

CHANGE IN REALIZED/REALIZABLE PAY

OF

Notes:
1.
Target TDC includes base salary, target STI and target LTIs.
2.
Actual TDC includes base salary, actual STI and target LTIs.
3.
Represents cumulative total shareholder returns, assuming reinvestment of dividends, for the period from January 1 to December 31, 2022.
4.
Represents annual ROIC for purposes of the ROIC PSUs.
5.
Excludes the $2.0 million RSU award granted in 2020.

Pay for Performance
The Say on Pay vote at the Meeting represents your opportunity to express your view as to whether the company’s
approach to executive compensation generates outcomes that are justified by Magna’s performance. There is no single
way of assessing the relationship between pay and performance, nor any one metric on its own that can convey a
complete picture as to such relationship. However, in light of the general alignment between pay and performance as
depicted in the graph below including after taking into account Magna’s CEO compensation with the amortized and full

Proxy Summary

5

grant amounts of the TFG PSUs, as well as the core compensation excluding the TFG PSUs, we are satisfied thatcompensation outcomes are reasonably aligned with performance.

Compensation Peers vs. Magna

Caterpillar

100%

Corning

3-Year Total Compensation Rank

90%

HoneywellEaton Corp

80%

ITW
W
Deere & Co

70%

Magna (Full TFG)

Parker‐Hannifin
nnif

60%

Goodyear
Emersonerrso Electric

50%

BorgWarner
War
W
40%

Jabil
Johnson Controls

30%

Aptiv
20%

Lear

Magna (Amort. TFG)
Adient10%

Magna (No TFG)
0%
0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

3‐Year TSR Performance Rank
The Compensation and Performance Report which starts at page 34 of the Circular presents the TOCC’s analysis of2022 compensation outcomes in relation to various elements of Magna’s performance. A full discussion of our approach
to executive compensation can be found starting on page 42 of the Circular.

6

Proxy Summary

Record Date

March 24, 2023, is the record date for the Meeting (the “Record Date”). Only holders of
our Common Shares as of the close of business on the Record Date are entitled toreceive notice of and vote at the Meeting.

Outstanding Shares,
Votes and Quorum

As of the Record Date, 286,117,975 Magna Common Shares were issued andoutstanding. Each Magna Common Share is entitled to one vote. A quorum ofshareholders is needed to hold the Meeting and transact business. Under our by-laws,
quorum means at least two persons holding, or representing by proxy, at least 25% of
our outstanding Common Shares.

Principal
Shareholders

To our knowledge, no shareholder beneficially owns or exercises control or direction,
directly or indirectly, over 10% or more of Magna’s Common Shares which were
outstanding as at the Record Date.
NUMBERCOMMONSHARESHELD

Public:>93%

North American and European DPSPs:

6%

Directors/Executive Officers:<1%

Total:100%

SHAREHOLDER GROUP

OF SHARES

Public Shareholders

VOTING INFORMATION

Voting Information

PERCENTAGE
OF SHARES

267,463,739

93.5%

Magna Directors and Executive Officers (N = 24)

1,407,402

0.5%

Magna Employee Deferred Profit Sharing Plans (Canada,
U.S., Europe)(1)17,246,834

6.0%

Note:
1.

To the best of our knowledge, all of these shares will be voted FOR the election of directors, there-appointment of the auditor and the “Say on Pay” advisory resolution.

Individual Voting

At the Meeting, shareholders will vote for each nominee for election to the Board,
individually. We do not use slate voting.

Majority Voting

We maintain a majority voting policy, which is described under “Corporate Governance”,
and each nominee for election to the Board has agreed to abide by such policy.

Voting Results

Detailed voting results will be promptly disclosed in a press release issued and filed on
the Meeting date.

You may request a paper copy of the Circular, at no cost, up to one year from the date the Circular was filed on SEDAR. You may
make such a request at any time prior to or following the Meeting by contacting Broadridge at 1-877-907-7643 (Toll Free forRegistered Shareholders and Non-Registered/Beneficial Shareholders – North America) or Direct 1-303-562-9305 (English) /1-303-562-9306 (French) (Other countries) and follow the instructions. Shareholders who have already signed up for electronicdelivery of proxy materials will continue to receive them by email.

Voting Information

7

How To Vote Your SharesYour Vote Is
ImportantYour vote is important. This Circular tells you who can vote, what you will be voting on
and how to vote. Please read the information below to ensure your shares are properly
voted.
Since the Meeting is being held as a virtual-only meeting, there are differences in how
the Meeting will be conducted compared to an in-person meeting. However,shareholders will have an equal opportunity to participate at the meeting online,
regardless of geographic location. This means that shareholders attending online will
have the opportunity to ask questions and vote in real-time. All shareholders areencouraged to cast their votes in advance by proxy as described below.

Registered vs.
Non-Registered
Shareholder

How you vote your shares depends on whether you are a registered shareholder or a
non-registered shareholder. In either case, there are different ways to vote, butshareholders will not be able to attend the Meeting and vote in person since it will be a
virtual-only meeting.
Registered Shareholder: You are a registered shareholder if you hold one or moreshare certificates that indicate your name and the number of Magna Common Sharesthat you own. As a registered shareholder, you will receive a form of proxy from
Broadridge Investor Communications Corporation representing the shares you hold. If
you are a registered shareholder, refer to “How to Vote – Registered Shareholders”.
Non-Registered Shareholder: You are a non-registered shareholder if a securities
dealer, broker, bank, trust company or other nominee holds your shares for you, or forsomeone else on your behalf. As a non-registered shareholder, you will most likely
receive a Voting Instruction Form from Broadridge Investor Communications
Corporation, although in some cases you may receive a form of proxy from thesecurities dealer, broker, bank, trust company or other nominee holding your shares. If
you are a non-registered shareholder, refer to “How to Vote – Non-Registered
Shareholders”.

Proxies Are Being
Solicited by
Management

8

Voting Information

Management is soliciting your proxy in connection with the matters to beaddressed at the Meeting (or any adjournment(s) or postponement(s) thereof)
to be held at the time set out in the accompanying Notice of Annual Meeting.
We will bear all costs incurred in connection with Management’s solicitation of proxies,
including the cost of preparing and delivering this Circular and accompanying materials.
In addition to the use of mail and email, some of our officers and employees may (for no
additional compensation) also directly solicit proxies by phone, fax or other electronic
methods. Banks, brokerage houses and other custodians, nominees or fiduciaries will
be requested to forward proxy solicitation material to the persons on whose behalf theyhold Magna shares and to obtain authorizations for the execution of proxies. These
institutions will be reimbursed for their reasonable expenses in doing so.

HOW TO VOTE –REGISTERED SHAREHOLDERSHOW TO VOTE –NON-REGISTERED SHAREHOLDERS

If you are a registered shareholder, you may vote either by proxy orby completing an online ballot during the Meeting.
Submitting Votes by Proxy

If you are a non-registered shareholder, the intermediary holding
on your behalf (and not Magna) has assumed responsibility for(i) delivering these materials to you and (ii) executing your proper
voting instructions.

There are four ways to submit your vote by proxy:

Submitting Voting Instructions

smartphoneinternetmail

telephone

VOTING INFORMATION

These securityholder materials are being sent to both registeredand non-registered owners of Magna Common Shares.

There are four ways to submit your vote by Voting Instruction
Form:

The form of proxy contains instructions for each of these methods.
smartphone
If you are voting by smartphone, internet or telephone, you willneed the pre-printed Control Number on your form of proxy.
A proxy submitted by mail must be in writing, dated the date on
which you signed it and be signed by you (or your authorizedattorney). If such a proxy is being submitted on behalf of acorporate shareholder, the proxy must be signed by an authorized
officer or attorney of that corporation. If a proxy submitted by mailis not dated, it will be deemed to bear the date on which it wassent to you.
If you are voting your shares by proxy, you must ensure that yourcompleted, signed and dated proxy form or your smartphone,internet or telephone vote is received by Broadridge Investor
Communications not later than 5:00 p.m. (Toronto time) on
May 9, 2023. If the Meeting is adjourned or postponed, you mustensure that your completed and signed proxy form or yoursmartphone, internet or telephone vote is received by Broadridge
not later than 48 hours (excluding Saturdays, Sundays andholidays) prior to the time of the Meeting.
Appointment of Proxyholder
Unless you specify otherwise or appoint a proxyholder, theMagna officers whose names are pre-printed on the form ofproxy will vote your shares:◾

FOR the election to the Magna Board of Directors of all
thirteen nominees named in this Circular;◾

FOR the reappointment of Deloitte LLP as Magna’s
independent auditor and the authorization of the Audit
Committee to fix the independent auditor’s remuneration;and◾

FOR the advisory resolution to accept the approach to
executive compensation disclosed in this Circular.

You have the right to appoint someone else (who need not
be a shareholder) as your proxyholder; however, if you do,that person must vote your shares on your behalf during theMeeting. To appoint someone else as your proxyholder, insert
the person’s name in the space provided on the form of proxy
and provide an appointee identification number as indicated.

internetmail

telephone

The Voting Instruction Form contains instructions for each of thesemethods.
If you are a non-registered shareholder and have received a Voting
Instruction Form from Broadridge Investor Communications, youmust complete and submit your vote by smartphone, internet, mailor telephone, in accordance with the instructions on the form.
Your completed, signed and dated Voting Instruction Form or yoursmartphone, internet or telephone vote must be received by
Broadridge not later than 5:00 p.m. (Toronto time) on May 9,2023. If the Meeting is adjourned or postponed, you mustensure that your completed, signed and dated Voting
Instruction Form or your smartphone, internet or telephone vote
is received by Broadridge not later than 48 hours (excluding
Saturdays, Sundays and holidays) prior to the time of the
Meeting. If a Voting Instruction Form submitted by mail or fax is
not dated, it will be deemed to bear the date on which it wassent to you.
Additionally, Magna may use Broadridge’s QuickVote™ service
to assist beneficial shareholders with voting their shares.
Broadridge will tabulate the results of all the instructions
received and then provide the appropriate instructions for suchshares to be represented at the Meeting.
In some cases, you may have received a form of proxy insteadof a Voting Instruction Form, even though you are a nonregistered shareholder. Such a form of proxy will likely bestamped by the securities dealer, broker, bank, trust company
or other nominee or intermediary holding your shares and be
restricted as to the number of shares to which it relates. In thiscase, you must complete the form of proxy and submit it to
Broadridge as described to the left under “How to Vote –Registered Shareholders – Submitting Votes By Proxy”.
If you choose to vote by proxy, you are giving the person(referred to as a “proxyholder”) or people named on your formof proxy the authority to vote your shares on your behalf at the
Meeting (including any adjournment or postponement of the
Meeting).

Voting Information

9

HOW TO VOTE –REGISTERED SHAREHOLDERS (cont’d)
Appointment of Proxyholder (cont’d)

Voting Online During the Meeting

You may indicate on the form of proxy how you want yourproxyholder to vote your shares, or you can let your proxyholder
decide for you. If you do not specify on the form of proxy how you
want your shares to be voted, your proxyholder will have thediscretion to vote your shares as they see fit.

If you have received a Voting Instruction Form and wish to voteonline during the Meeting, you must first appoint yourself as aproxyholder by completing, signing and returning the Voting
Instruction Form or completing the equivalent electronic form
online, in each case, and returning it to Broadridge not later
than 5:00 pm (Toronto time) on May 9, 2023.

The form of proxy accompanying this Circular gives theproxyholder discretion with respect to any amendments orchanges to matters described in the Notice of Annual Meeting andwith respect to any other matters that may properly come before
the Meeting (including any adjournment or postponement of the
Meeting). As of the date of this Circular, we are not aware of any
amendments, changes or other matters to be addressed at the
Meeting.
Voting Online During the Meeting
The Meeting will be held virtually via internet webcast. As aregistered shareholder, you or your duly appointed proxyholder,will be able to cast votes and ask questions during the Meeting. To
do so, you or your duly appointed proxyholder can access the
Meeting on May 11, 2023, at 10:00 am (Toronto time) byvisiting www.virtualshareholdermeeting.com/MGA2023. To
participate in the Meeting, registered shareholders will need thecontrol number pre-printed on the form of proxy. Duly appointed
proxyholders will need the appointee identification number
provided in the form of proxy by the registered holder of the shares
being represented.
If you vote online during the Meeting and had previously
completed and returned your form of proxy, your proxy will be
automatically revoked and any votes you cast on a poll at the
Meeting will count.

If you have received a form of proxy and wish to vote online during
the Meeting, you must insert your name in the blank spaceprovided on the form of proxy. If you are voting your shares by
proxy, you must ensure that your completed and signed proxyform or your phone or internet or smartphone vote is received by
Broadridge not later than 5:00 p.m. (Toronto time) on May 9,2023.
If the Meeting is adjourned or postponed, you must ensure thatyour completed and signed Voting Instruction Form (orequivalent electronic form online) is received by Broadridge notlater than 48 hours (excluding Saturdays, Sundays and holidays)
prior to the time of the adjourned or postponed Meeting.
The Meeting will be held virtually via internet webcast. As a
non-registered shareholder who has duly appointed yourself orsomeone else as proxyholder, you or your such duly appointed
proxyholder will be able to cast votes and ask question during
the Meeting. To do so, you or your duly appointed proxyholder
can access the Meeting on May 11, 2023, at 10:00 am(Toronto time) by visitingwww.virtualshareholdermeeting.com/MGA2023. To
participate in the Meeting, you will need the appointee
identification number provided in the voting instruction form forthe shares being represented.

You have the right to revoke a proxy by ANY of the following
methods:

If you have not appointed yourself as a proxyholder inaccordance with the instructions on your Voting Instruction
Form, you can participate in the Meeting as a guest. Guests will
be able to listen to the Meeting proceedings, but will not be able
to vote or ask questions.

◾

Revoking a Voting Instruction Form or Proxy

Revoking a Vote Made by Proxy

Vote again by phone, internet or smartphone not later than
5:00 p.m. (Toronto time) on May 9, 2023 (or not later than
48 hours (excluding Saturdays, Sundays and holidays) prior
to the time of the adjourned or postponed Meeting);◾

Deliver by mail another completed and signed form of proxy,
dated later than the first form of proxy, such that it isreceived by Broadridge not later than 5:00 p.m. (Torontotime) on May 9, 2023 (or not later than 48 hours (excluding
Saturdays, Sundays and holidays) prior to the time of the
adjourned or postponed Meeting);◾

Deliver to us at the following address a signed written noticerevoking the proxy, provided it is received not later than
5:00 p.m. (Toronto time) on May 10, 2023 (or not later than
5:00 p.m. on the last business day prior to the date of the
adjourned or postponed Meeting):
Magna International Inc.
337 Magna Drive
Aurora, Ontario, Canada L4G 7K1
Attention: Corporate Secretary

10

HOW TO VOTE –NON-REGISTERED SHAREHOLDERS (cont’d)

Voting Information

If you wish to revoke a Voting Instruction Form or form of proxy
for any matter on which a vote has not already been cast, youmust contact your securities dealer, broker, bank, trust
company or other nominee or intermediary (for a form of proxysent to you by such intermediary) and comply with any
applicable requirements relating to the revocation of votes
made by Voting Instruction Form or proxy.

1

Magna’s consolidated financial statements for the fiscal year ended December 31, 2022, together with the report ofindependent registered public accounting firm on those statements, will be presented at the Meeting. No shareholder
vote is required in connection with the foregoing. The report of independent registered public accounting firm on our
financial statements for the fiscal year ended December 31, 2022, was unqualified and without reservation. Both of these
items are contained in our 2022 Annual Report, which is available on our website at www.magna.com.

FINANCIALSTATEMENTS

Financial Statements

Selected financial results for 2022 are found below. However, we encourage shareholders to review our complete
financial statements and the report of independent registered public accounting firm thereon.
DILUTED EPS

U.S. $ MILLIONS

U.S. $

CASH PROVIDED FROMOPERATING ACTIVITIESBUSINESS OF THE
MEETING

SALES

U.S. $ MILLIONS
36,242

37,840
5.00

2,940
2,095
2.03

2021

2022

RETURN ON
INVESTED CAPITAL(1)

2021

2022

2021

2022

DIVIDENDS PAIDPER SHARE
U.S. $
1.72

1.80

1.60
1.46
1.32
10.1%
4.4%
2021

1.

2022

2018

2019

2020

2021

2022

Return on Invested Capital is a non-GAAP financial measure. Definitions and reconciliations to the most directly comparable financial measures calculated
in accordance with U.S. GAAP, can be found in the company’s Annual Report for the Year Ended December 31, 2022, in the Management’s Discussion andAnalysis of Results of Operations and Financial Position section. The Magna International Inc. 2022 Annual Report has been posted on the company’s
website at www.magna.com.

Business of the Meeting112Election of Directors
IN THIS SECTION
13

Board Overview

15

Details of the 2023 Nominees

19

Biographies of 2023 Nominees

26

Director Compensation

The Board recommends that you vote FOR each of the 13 nominees.

Nominee Summary
Tenure3.8yrsAvg.

Age>99% >99%
Avg. 2022
Votes FOR

65yrs
Avg.

Avg. 2022
Attendance

0-4 yrs: 8 nominees<60 yrs

5-9 yrs: 4 nominees

60-65 yrs : 7 nominees

10+ yrs : 1 nominee

66-70 yrs : 2 nominees>70 yrs

Gender38%
Women

Diversity
46%
DiverseNominees** Gender, LGBTQ+ andunderrepresented minority in home country

12

Business of the Meeting: 1 nominee: 3 nominees

Independence

92%
IndependentNOMINEE OVERVIEW
AGE

DIRECTORSINCE

TENURELIMIT

PRINCIPAL OCCUPATIONINDEPENDENCE(1)FINANCIAL
LITERACY

FINANCIAL
EXPERTISE

Peter G. Bowie

76

2012

2024

Corporate Director

I

✓

✓

Mary S. Chan

60

2017

2029

Managing Partner of VectoIQ LLP and
Corporate Director

I✓

GNSC/TC

Hon. V. Peter Harder, P.C.

70

2020

2029

Senator and Corporate Director

I✓

GNSC*/TCJan R. Hauser(3)

64

2022

2034

Corporate Director

I✓

Seetarama S. Kotagiri

54

2021

–

Chief Executive Officer of MagnaM✓

Jay K. Kunkel(4)63NewNominee2035

Corporate Director

I

✓

✓

New
Nominee

Robert F. MacLellan

68

2018

2030

Chairman, Northleaf Capital Partners andCorporate Director

I

✓

✓

Board Chair/TC

Mary Lou Maher

62

2021

2033

Corporate Director

I

✓

✓

AC/TC

William A. Ruh

61

2017

2029

Chief Executive Officer, Digital
Lendlease GroupI✓

TOCC/TC

Dr. Indira V. Samarasekera

70

2014

2026

Senior Advisor, Bennett Jones LLP and
Corporate Director

I✓

TOCC*/TC

Matthew Tsien(4)62New
Nominee2035

Corporate Director

I

✓

New
NomineeDr. Thomas Weber(5)

68

2022

2034

Corporate Director

I

✓

TC

Lisa S. Westlake

61

2019

2031

Corporate Director

I✓

AC*/TCELECTION OF
DIRECTORS✓COMMITTEEMEMBERSHIPS(2)

AC/TC

–

✓

BUSINESS OF THE
MEETINGNOMINEE

TOCC/TC

Notes:
1.
I = Independent; M = Management.
2.
The Board has 4 (four) standing committees: Audit Committee (“AC”); Governance, Nominating and Sustainability Committee (“GNSC”); Technology
Committee (“TC”); and Talent Oversight and Compensation Committee (“TOCC”). The GNSC and the TOCC are the successors to the Board’s former
Corporate Governance, Compensation and Nominating Committee (“CGCNC”), the mandate of which was split to enable more focused oversight. Every
director sits on the Technology Committee. Asterisk (*) denotes Committee Chair.
3.
Ms. Hauser was appointed to the Board effective August 1, 2022 following a third-party led search, and is being nominated for election for the first time.
Please refer to “Board Overview — 2023 Nomination Process”.
4.
Messrs. Kunkel and Tsien are also being nominated for election for the first time, following a third-party led search. Please refer to “Board Overview — 2023
Nomination Process”.
5.
Prior to 2022, Dr. Weber served as a member of Magna’s Technology Advisory Council and was compensated for such service. Accordingly, on joining
Magna’s Board in 2022, he was determined to be a non-independent, non-executive director. Following completion of a one-year cooling-off period, Dr.
Weber has been determined to be an Independent Director.

Board Overview
Board’s Role
Directors are elected by shareholders to act as stewards of the company. The Board is Magna’s highest decisionmaking body, except to the extent certain rights have been reserved for shareholders under applicable law or Magna’s
articles of incorporation or by-laws. Among other things, the Board is responsible for appointing our Chief Executive
Officer, overseeing Management, shaping and overseeing implementation of our long-term strategy, satisfying itself
that material risks are being managed appropriately, reviewing and approving financial statements, establishing oursystems of corporate governance and executive compensation, as well as overseeing our corporate culture. In fulfilling
their duties, directors are required under applicable law to act in the best interests of the company.

Business of the Meeting132023 Nomination Process
Nominees for election at the Meeting include ten directors who were elected at our 2022 annual and special meeting ofshareholders, along with three candidates being nominated for the first time.

New

Re-Election

DIRECTOR NAME
Peter G. Bowie

Mary Lou Maher

Mary S. Chan

William A. Ruh

Hon. V. Peter Harder

Dr. Indira V. Samarasekera

Seetarama S. Kotagiri (CEO)Dr. Thomas Weber

Robert F. MacLellan (Board Chair)

Lisa S. Westlake

Jan R. Hauser

Matthew Tsien

Jay K. Kunkel

One current director, Dr. Kurt J. Lauk, has reached his term limit and will retire from the Board at the Meeting.
In recommending to the Board the thirteen nominees, the GNSC considered a number of factors including:◾
nominees’ respective skills, expertise, and experience in relation to Magna’s business and corporate strategy;◾
the diversity of backgrounds and experiences that would be represented across the Board if all nominees areelected;◾
feedback from the annual Board effectiveness evaluation process, which incorporates both a self-evaluation
and a peer review process;◾
individual voting results from the 2022 annual and special meeting of shareholders;◾
outcome of independent reference verification checks for each new nominee; and◾
general feedback from the independent director search firm utilized by the GNSC, as well as from otheradvisors to the company.
In 2022, the GNSC initiated a process to identify a search firm with global reach to support Magna’s next phase of
Board renewal. After interviewing five leading global search firms, the GNSC selected its preferred partner and commenced
the development of search “profiles” for the first two searches to be conducted by the selected firm. Search profiles
are developed based on a rigorous process which considers a range of factors such as:◾
Magna’s most recent strategic plan;◾
feedback on director recruitment priorities from the annual board effectiveness evaluation process;◾
updated Board skills matrix and succession planning roadmap;◾
Board composition, independence, diversity and other factors;◾
Committee staffing needs;◾
regulatory requirements; and◾
advice from the independent search firm.
Based on such factors, the GNSC developed a search profile for a qualified financial expert with strategic finance skills
who could serve on the Audit Committee. The outcome of this search was the selection in July 2022 of Jan Hauser, afinancial leader, former chief accounting officer, and former PwC Partner, with over 35 years of experience dealing
with financial reporting and complex business transactions. Following completion of reference checks, the GNSC
recommended, and the Board unanimously approved, Ms. Hauser’s appointment to the Board, as well as the Audit andTechnology Committees, effective August 1, 2022.
In 2022, the GNSC also developed a second search profile based on the considerations above, to identify a candidate
with significant automotive and/or mobility experience in China and other parts of Asia. The outcome of this search was
the identification and selection of two candidates — Jay Kunkel and Matthew Tsien — possessing both industry
sector and geographic experience. While a key consideration for this second search profile was addressing the Board’s
need for industry sector experience in light of the planned retirement from the Board, Technology Committee and
GNSC of Dr. Kurt Lauk at the Meeting, the GNSC was also mindful of the need to plan ahead for the scheduled retirementin 2024 of Peter Bowie from the Board, Audit and Technology Committees. Mr. Kunkel is a seasoned automotive
industry veteran with senior leadership roles in both OEMs and suppliers, as well as corporate finance and M&A advisory
expertise, with over 20 years of such experience while resident in Asia. Mr. Tsien similarly brings the Board deepindustry sector technical expertise through senior leadership roles primarily at GM, with over 12 years of such experience
while resident in Asia. Following completion of reference checks, the GNSC recommended, and the Board unanimously
approved, the nominations of Messrs. Kunkel and Tsien on March 30, 2023.

14

Business of the Meeting

The GNSC and the Board are confident that each of the thirteen nominees:◾
exceeds the minimum requirements set out in our Board Charter and the Business Corporations Act (Ontario)(“OBCA”);◾
has skills, experience and expertise that provide the Board with the necessary insight to effectively carry out
its mandate; and◾
will, if elected, provide responsible oversight as a steward of the corporation, including prudent oversight ofManagement.
The “Details of the 2023 Nominees” section which follows contains information regarding nominees’ independence,skills, expertise and other relevant information that you should consider in casting your vote.
Unless otherwise instructed, the Magna officers whose names have been pre-printed on the form of proxyor Voting Instruction Form intend to vote FOR each such nominee.

ELECTION OF
DIRECTORSThe GNSC believes that each of Ms. Hauser and Messrs. Kunkel and Tsien represent compelling candidates for service
on the Board. Their collective skillsets are aligned with Board needs in the areas of accounting, automotive, China/
Asia, strategic finance/M&A and technology.

Details of the 2023 Nominees
Nominee Independence

NOMINEE
Peter G. Bowie
Mary S. Chan
Hon. V. Peter Harder
Jan R. Hauser
Seetarama S. Kotagiri
Jay K. Kunkel
Robert F. MacLellan
Mary Lou Maher
William A. Ruh
Dr. Indira V. Samarasekera
Matthew Tsien
Dr. Thomas Weber(1)Lisa S. Westlake

INDEPENDENT✓✓✓✓NONINDEPENDENT

✓
✓
✓
✓
✓
✓
✓
✓
✓

BUSINESS OF THE
MEETING

Twelve out of thirteen, or 92%, of the nominees for election at the Meeting have been affirmatively determined to be
independent.
BASIS FOR
DETERMINATION
No material relationshipNo material relationshipNo material relationshipNo material relationshipManagement
No material relationshipNo material relationshipNo material relationshipNo material relationshipNo material relationshipNo material relationshipNo material relationshipNo material relationship

Note:
1.
Prior to 2022, Dr. Weber served as a member of Magna’s Technology Advisory Council and was compensated for such service. Accordingly, on joining
Magna’s Board in 2022, he was determined to be a non-independent, non-executive director. Following completion of a one-year cooling off period, Dr. Weberhas been determined to be an Independent Director.

Business of the Meeting15

Nominees’ Meeting Attendance
Independent Directors are expected to attend all Board meetings, as well as all meetings of standing Committees on
which they serve, and are welcome to attend any other Committee meetings. However, we recognize that schedulingconflicts are unavoidable from time to time, particularly in the first year of a director’s tenure, and also where meetings arecalled on short notice. Our Board Charter requires Directors to attend a minimum of 75% of regularly scheduled Boardand applicable standing Committee meetings, except where an absence is due to medical or other valid reason. Magna’s
Chief Executive Officer does not serve as a member of any Board Committee, but typically attends most or all Committee
meetings. The Board Chair serves as a member of the Technology Committee, which is a committee of the full
Board. Although the Board Chair does not serve on any other standing committees, he typically attends most or allcommittee meetings. The nominees who served on the Board during 2022 achieved over 99% attendance at all Boardand applicable Committee meetings (in aggregate), as set forth below.

NOMINEE
Peter G. Bowie
Mary S. Chan
Hon. V. Peter Harder
Jan R. Hauser
Seetarama S. Kotagiri
Robert F. MacLellan
Mary Lou Maher
William A. Ruh
Dr. Indira V. Samarasekera
Dr. Thomas Weber
Lisa S. Westlake

BOARD
(#)
9/9
9/9
9/9
3/3
9/9
8/9
9/9
9/9
9/9
9/9
9/9

AUDIT
(#)
6/6
—
—
1/1
—
6/6
6/6
—
—
—
—

GNSC(1)
(#)
—
3/3
9/9
—
—
—
—
—
—
—
—

TOCC(1)
(#)
—
—
—
—
—
—
—
4/4
10/10
—
10/10

TECH(2)
(#)
2/2
5/5
2/2
1/1
—
2/2
2/2
5/5
2/2
5/5
2/2

TOTAL
(#)
(%)
17/17 100
17/17 100
20/20 100
5/5 100
9/9 100
16/17
94
17/17 100
18/18 100
21/21 100
14/14 100
21/21 100

Notes:
1.
The GNSC and TOCC were formed through the division of the mandate of Magna’s former CGCNC effective as of August 1, 2022. Attendance figures for
directors who served on the CGCNC have been included in the attendance figures for the successor committee (GNSC or TOCC, as applicable) to which they
were appointed.
2.
Effective as of August 1, 2022, the Technology Committee became a committee of the full Board.

2022 Annual Meeting Vote Results
Each of the nominees standing for re-election received a substantial majority of votes “for” their election at our 2022
annual and special meeting of shareholders, as set forth in the table below.
2022
NOMINEE
Peter G. Bowie
Mary S. Chan
Hon. V. Peter Harder
Seetarama S. Kotagiri
Robert F. MacLellan
Mary Lou Maher
William A. Ruh
Dr. Indira V. Samarasekera
Dr. Thomas Weber
Lisa S. Westlake

VOTES FOR
(%)
99.4
99.4
98.9
99.5
99.5
99.8
99.8
97.7
98.9
99.2

VOTES WITHHELD
(%)
0.6
0.6
1.1
0.5
0.5
0.2
0.2
2.3
1.1
0.8

Nominees’ Equity Ownership
We believe it is important that each director be economically aligned with shareholders. We try to achieve suchalignment in two principal ways:◾
Equity Maintenance Requirement: Each director other than the Board Chair is required to hold a minimumof $750,000 of Magna Common Shares and/or Deferred Share Units (“DSUs”) within five years of joining theBoard. The Board Chair is required to hold a minimum of $1,500,000 of Magna Common Shares and/or DSUs
within three years of becoming Chair. In assessing compliance with these requirements, we consider thevalue of any Magna Common Shares held by a director, together with the aggregate value of deferredcompensation in the form of retainers and fees, excluding accrued dividend equivalents and without reference
to increases or decreases in the market value of such compensation.

16

Business of the Meeting◾

Mandatory Deferral of Compensation: Until the equity maintenance requirement has been achieved, aminimum of 60% of a director’s annual retainer is paid in the form of DSUs. Once a director has achieved theminimum equity maintenance requirement, a minimum of 40% is automatically deferred in the form ofDSUs, subject to the director’s election to defer a greater amount. DSUs are notional units, the value of which
is tied to the market value of our Common Shares. The value represented by a director’s DSUs can only berealized following their departure from the Board and remains “at risk” until that time.

NOMINEE
Peter G. Bowie
Mary S. Chan
Hon. V. Peter Harder
Jan R. Hauser
Seetarama S. 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

COMMON SHARES
(#)
7,000
—
—
—
140,303
—
—
3,100
—
—
—
—
2,000

DSUS
(#)
66,89426,02013,872
3,245
263,666(3)—26,7305,778
28,35147,907—
5,623
12,443TOTAL EQUITY“AT-RISK”(2)($)
3,708,000
1,306,000
696,000
163,000
20,275,000—
1,341,000
445,000
1,423,000
2,404,000—
282,000
725,000

EQUITY MAINTENANCEREQUIREMENTSTATUS(1)Exceeds
Exceeds
Complies
Complies
Exceeds
New Nominee
Complies
Complies
Exceeds
Exceeds
New Nominee
Complies
Complies

Notes:
1.
“Complies” signifies a director who is within their first five years of tenure and accumulating equity value to achieve the minimum equity requirement.
2.
In calculating the value of total equity at risk, we have used the closing price of Magna Common Shares on the NYSE on the Record Date.
3.
Represents share units including RSUs and PSUs (at target), but excludes TFG PSUs.

Business of the Meeting

17

BUSINESS OF THE
MEETING

Holdings by each Nominee of Magna Common Shares and/or DSUs, together with the status of compliance with theequity maintenance requirement and the “at-risk” value of their equity as of the Record Date are set forth in the tablebelow.

ELECTION OF
DIRECTORSTaking into account the five-year period in which to accumulate the minimum required value of Common Shares andDSUs, each of Magna’s nominees complies with or exceeds the minimum equity maintenance requirement.

Nominee Skills and Expertise

MSc

Hon. V. Peter Harder

P.C., LLDJan R. Hauser

BBA, CPA

Seetarama S. Kotagiri

MSc

Jay K. Kunkel

BBA

Robert F. MacLellan

CPA, MBA

Mary Lou Maher

FCPA, FCA

William A. RuhMSc

Dr. Indira V. Samarasekera

PhD, PEng

Matthew Tsien

MSc

Dr. Thomas Weber

PhD

Lisa S. Westlake

Accounting/Audit: technical expertise with financial
statements and financial reporting matters; understandingof critical accounting policies, technical issues relevant to
the internal and external audit, as well as internal controls.
Automotive: practical experience with automobile
manufacturers or suppliers; solid understanding of industry
dynamics on a global or regional basis; knowledge ofWorld Class Manufacturing; or experience in comparable
capital-intensive manufacturing industries.
Cybersecurity: an understanding of digital, data
management, technology and/or cyber security issues inlarge, complex enterprises; and/or experience incybersecurity oversight, including cybersecurity
frameworks, risk mitigation strategies and controls.
Environmental, Social and Governance (“ESG”):
sophisticated understanding of environment/climatechange, as well as social issues, including human rights
and supply chain; ESG governance/oversight; and/or
general familiarity with ESG regulatory requirements andreporting frameworks.
Finance/Financial Advisory: senior financial
management roles and/or financial advisory roles; expertise
related to capital allocation, capital structure or capital
markets.
Governance/Board: sophisticated understanding ofcorporate governance practices and norms; prior board
experience; expertise with stakeholder management or
engagement.
High-Growth Markets: a track record of operational
success or other experience in markets other than North
America and Western Europe, such as China.
Large Cap Company: board, management and/or otherapplicable experience with companies that have a market
capitalization in excess of $10 billion.
Legal/Regulatory/Public Policy: experience withlegal and regulatory compliance oversight;
experience in relevant areas of government or public
policy.
Mergers & Acquisitions (“M&A”): management orboard-level experience with complex M&A indifferent industries and/or different geographic
regions.
R&D/Innovation/Technology: domain expertise and skill
in technology/innovation; practical experience withtechnological transformation and disruption.
Risk Oversight: practical expertise in risk governance,
including enterprise risk management frameworks;
knowledge/understanding of risk monitoring and mitigation.
Senior/Executive Leadership: demonstrated trackrecord of leadership, mature judgement, operating successand value creation in complex organizations and/or inprogressively challenging roles.
Strategy Development: board, senior management
and/or other experience in strategy development, analysis
or oversight.
Talent Management/Compensation: hands-on
experience developing, managing, compensating andmotivating employees.

➂

➁

➀

➂

➁

➀

➀

➁

➂

➂

➂

➁

➂

➀

➂

➂

➀

➀

➁

➂

➂

➂

➀

➀

➂

➂

➁

➁

➂

➂

➂

➂

➁

➀

➂

➂

➁

➁

➂

➂

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➂

➂

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➁

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➂

➁

➁

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➂

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➂

➂

➂

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➀

➁

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➁

➀

➁

➁

➀

➀

➀

➀

➀

➀

➀

➂

➂

➁

➁

➀

➁

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➁

➀

➁

➂

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➁

➂

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➁

➁

➁

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➁

➂

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➁

➂

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➁

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➁

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➂

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➁

➂

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➂

➂

➀

➀

➀

➀

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➀

➁

➀

➀

➁

➁

➀

➀

➀

➁

➁

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

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➁

➀

➀

➀

Ranking Legend

➀
➁
➂

18

Significant expertise/experience
Strong familiarity
General understanding

Business of the Meeting

MBA

Mary S. Chan➀

Peter G. Bowie

FCPA, MBAThe GNSC seeks to recruit candidates who reflect a diversity of skills, experience, perspectives and backgrounds thatare relevant to Magna’s business. While the specific mix may vary from time to time and alternative categories may beconsidered in addition to or instead of those below, the following skills matrix lists the types of experience generally
sought by the GNSC and includes each nominee’s self-assessed ranking of their experience level for each item.

Biographies of 2023 Nominees

Other Current Public Company
Boards:◾

Xebec Adsorption, Inc. (Audit)*

Total 2022 Compensation:$245,000

Equity-at-risk (Record Date):$3,708,000* Mr. Bowie was a director of Xebec
Adsorption, Inc. (“Xebec”) when it sought
protection under the Companies’ Creditors
Arrangement Act (“CCAA”) on September 29,
2022. Xebec’s shares were suspended
from trading by the Toronto Stock Exchange on
the same date and subsequently delisted on
November 14, 2022.

Mr. Bowie brings to the Board financial
expertise, a dedication to Audit Committee
excellence, a strong understanding ofstrategy and risk, as well as detailed insightof political and economic dynamics within
China. He has served as Audit Committee
Chair since May 2022.
Mr. Bowie is a corporate director who previously
servedas
the
Chief
ExecutiveofDeloitte China from2003 to 2008, as well
as senior partner and amember of the board
and the management
2022 MEETING
committee of Deloitte
ATTENDANCE
China
until
his
retirement from thefirm in 2010. Mr. Bowie was also previously
Chairman of Deloitte Canada (1998-2000), a
member of the firm’s management committee
and a member of the board and governancecommittees of Deloitte International. He is a pastmember of the board of the Asian Corporate
Governance Association and has served on avariety of boards in the private and non-for-profit
sectors.

100%

Audit (Chair), Technology
Mr. Bowie has a B.Comm (St. Mary’s), an MBA(Ottawa) and an honorary doctorate (Ottawa).
Mr. Bowie completed the Advanced
Management Program (Harvard) and is a Fellowof the Institute of Chartered Accountants ofOntario, and the Australian Institute of Corporate
Directors. Between 2019 and 2022, Mr. Bowie
completed programs through MIT Sloan on
DigitalBusiness
Strategy;
AI for Business, andOrganizational DesignforDigitalTransformation. He also
participated in the 2021
2022 ANNUAL MEETING
and 2022 CPA Canada
VOTING RESULT
Conference for Audit
Committees; theAustralian Institute Program Building Cyber
Resilience, the AICPA Annual Update on
Auditing and FASB Issues and the AICPA &CIMA ESG Conference; the ICD Short Course
on Oversight of Cybersecurity in Era of Digital
Acceleration and the IIA Certificate Course New
SEC Cybersecurity Disclosure Requirements;
Cambridge University certificate program on
Business and Climate Change, and the Climate
Competent Boards Designation program from
CCB. He previously served on the board of
COSCO Holding Company Ltd.

>99%

Significant expertise/experience:
◾
◾
◾
◾
◾

Mary S. Chan MSc

New Jersey, U.S.A.
Age: 60
Tenure: 5+

Other Current Public Company
Boards:◾

CommScope Inc. (Compensation(Chair))◾

SBA Communications
Corporation (Compensation,
Governance & Nomination)

Total 2022 Compensation:$224,000

Equity-at-risk (Record Date):

Accounting/Audit
Finance/Financial Advisory
Governance/Board
High-Growth Markets
Large Cap Company

◾
◾
◾
◾
◾

Mergers & Acquisitions
Risk OversightSenior/Executive Leadership
Strategy Development
Talent Management/Compensation

Independent
Ms. Chan brings to the Board extensive
experienceinconnected
cars,
autonomousandsemi-autonomousvehicles, as well as demonstrated
executive leadership success in themobility communications infrastructure,
products
andservices
industry.
Ms. Chan has been amanaging partner of2022 MEETING
VectoIQ LLP (since
ATTENDANCE
2015), an advisory firmthat partners withorganizations participating in the transition
towards mobility as a service and an
autonomous vehicle society. Prior to joining
VectoIQ, she served as President, Global
Connected Consumer & OnStar Service of100%

GNSC, Technology
General Motors Company (2012-2015), where
she was responsible for building the next
generation of connected vehicle product andservices. At GM, Ms. Chan led the industry-firstlaunch of 4G LTE connectivity across GM’s
global brands in the U.S., China, Europe andMexico. Ms. Chan was
also previously Senior
VP & General Manager,
Enterprise
Mobility
2022 ANNUAL MEETING Solutions & Services,
VOTING RESULT
Dell Inc. (2009-2012),
and had progressive
executive roles, including Executive VP Wireless
Network Business Unit, at Alcatel-Lucent Inc.
(1996-2009). Ms. Chan holds B.Sc. and M.Sc.
degrees in Electrical Engineering (Columbia).

>99%

Significant expertise/experience:◾
◾
◾
◾

Automotive
High-Growth Markets
Large Cap Company
R&D/Innovation/Technology◾
◾
◾

Senior/Executive Leadership
Strategy Development
Talent Management/Compensation$1,306,000

Business of the Meeting

19

ELECTION OF
DIRECTORS

Ontario, Canada
Age: 76
Tenure: ~11

Independent

BUSINESS OF THE
MEETING

Peter G. Bowie FCPA, MBAHon. V. Peter Harder, P.C., LLD

Ontario, Canada
Age: 70
Tenure: 3+

Other Current Public Company
Boards*:◾

None

Total 2022 Compensation:$254,000

Equity-at-risk (Record Date):$696,000

Independent
Mr. Harder, who previously served on our
Board from May 2012 to March 2016,
brings to the Board a Canadian-centred,
globally aware perspective that draws
upon his extensive experience in foreign
affairs and international trade. In particular,
he possesses a valuable understanding of theworkings of China’s political establishment,
as well as its economic
drivers, in addition to
Canada-China trade andinvestment
issues.
2022 MEETING
Mr. Harder also brings
ATTENDANCE
demonstrated expertise
regarding compensation
issues and corporate governance. Mr. Hardercurrently serves as a member of the Senate ofCanada and was the first independent
Government Representative in the Senate(2016-2020). Prior to his appointment to the
Senate, Mr. Harder was a long-serving Deputy
Minister in the Government of Canada

100%

GNSC (Chair), Technology(1991-2007). While Deputy Minister of Foreign
Affairs, he served the Prime Minister’s Personal
Representative to the G-8 and as the first cochair of the Canada-China Strategic Working
Group. After leaving the public service in 2007,
Mr. Harder served as the President of theCanada-China Business Council (2008-2015)
and as a director to a number of major
Canadian corporations aswell as charitable and notfor-profit organizations.
Mr.
Harderholds
2022 ANNUAL MEETING degrees
fromthe
VOTING RESULT
University of Waterloo(BA) and Queen’s
University (MA) and has received an honorary
doctorate (LLD) from the University of Waterloo.
Mr. Harder is a member of the King’s Privy
Council of Canada.

>98%

Significant expertise/experience:
◾
◾
◾
◾
◾

Jan R. Hauser, BBA, CPA

Massachusetts,
U.S.A.
Age: 64
Tenure: <1

Other Current Public Company
Boards:◾

Enfusion Inc. (Audit (Chair);Compensation)◾

Proterra Inc. (Audit; Nominatingand ESG)Environmental, Social and Governance
Governance/Board
High-Growth Markets
Large Cap Company
Legal/Regulatory/Public Policy

◾
◾
◾
◾

Risk OversightSenior/Executive Leadership
Strategy Development
Talent Management/Compensation

Independent
Ms. Hauser, brings to the Board global
financial leadership, including more than
35 years dealing with financial reportingand complex business transactions.
Ms.
Hauserisacorporate
director who previously
served as the Vice
President, Controller andChief Accounting Officer
2022 MEETING
of
GeneralElectric
ATTENDANCE
Company (2013-2018),
prior to which she held
various roles at PricewaterhouseCoopers(1981-1991 and 1993-2013), including Senior
Consulting Partner, Accounting Consulting
Services, National Professional Services Group.
During her time at PricewaterhouseCoopers,
she led diversity efforts for the national officeand served on the US Partner Admissions

100%

Audit, Technology
Committee.
She
also
servedasPricewaterhouseCoopers’ representative on
the Financial Accounting Standard Board’s(FASB) Emerging Issues Task Force and the
Financial Accounting Standards Advisory
Council for the FASB.
Earlier in her career, she
was selected for a
fellowship in the Office of
the Chief Accountant at
the US Securities andExchange Commission(1991-1993). Ms. Hauser previously served on
the board of Vonage Holdings Corporation until
its acquisition. Ms. Hauser has a BBA in
Accounting(Wisconsin) and is also a licensed
CPA.

NEW
NOMINEE

Significant expertise/experience:
Total 2022 Compensation:$101,000

Equity-at-risk (Record Date):$163,00020

Business of the Meeting

◾
◾
◾
◾
◾

Accounting/Audit
Finance/Financial Advisory
Governance/Board
High-Growth Markets
Large Cap Company

◾
◾
◾
◾
◾

Mergers & Acquisitions
Risk OversightSenior/Executive Leadership
Strategy Development
Talent Management/Compensation

Other Current Public Company
Board:◾

None

Total 2022 Compensation:$12,971,000 (Core)$15,000,000 (Special Grant)

Equity-at-risk (Record Date):$20,275,000

Chief Executive Officer

Mr. Kotagiri was appointed as the Chief
Executive Officer of Magna effective
January 1, 2021 and he is Management’ssole representative on the Board. With
over 30 years of industry experience,
including 21 years with Magna, he brings
extensive knowledge and understandingof the automotive industry, as well as thecompany’s culture, operations, key
personnel, customers, suppliers and thecomplex drivers of its
success. In addition,
Mr. Kotagiri has been
instrumental in thecompany’s growth and2022 MEETING
evolution through his
ATTENDANCE
operational leadership,and has aligned theorganization’s strategy
around the megatrends shaping future mobility.
Mr. Kotagiri is focused on keeping Magna at
the forefront of a changing mobility landscapeand accelerating the company’s growth for the
benefit of employees, shareholders andcustomers. Mr. Kotagiri previously served as
Magna’s President (2020) and Chief
Technology Officer (2014-2019). Other

100%

Magna roles have included: President of Magna
Electronics (2016-2018); President of Magna
Power and Vision (2018-2020); President of
Magna Powertrain Inc. (2017-2019); andvarious engineering leadership positions at
Cosma International (2000-2013). Prior tojoining Cosma International, Mr. Kotagiri was a
Structural Engineer at General Motors.
Mr. Kotagiri has been featured in Business
Insider’s 100 People Transforming Business
and was named by
Automotive News as a
2021 all star in the
category CEO, Global
supplier. He is currently a
2022 ANNUAL MEETING member of the Business
VOTING RESULT
Council of Canada andthe MIT Presidential CEO
Advisory
Board.
Mr. Kotagiri has a master’s degree inmechanical engineering from Oklahoma State
University with a specialization in materials andstructural engineering as well as a Bachelor ofEngineering degree from B.V.B. College ofEngineering at Karnataka University in India.

>99%

Significant expertise/experience◾
◾
◾
◾

Jay K. Kunkel BBA

Tokyo Prefecture,Japan
Age: 63
New Nominee

Other Current Public Company
Boards:◾

Varex Imaging Corporation(Audit)Total 2022 Compensation:
NIL – New Nominee

Equity-at-risk (Record Date):$NIL

Automotive
High-Growth Markets
Large Cap Company
Mergers & Acquisitions

◾
◾
◾
◾

R&D/Innovation/Technology
Senior/Executive Leadership
Strategy Development
Talent Management/Compensation

Independent
Mr. Kunkel brings to the Board deep
knowledge and experience in the global
automotive industry from the perspectivesof both OEM and supplier, with particularexpertise in Asia. Mr. Kunkel is a corporate
director who mostrecently held senior
executive roles within
the Tenneco group(2018-2020), including
Executive
Vice
President for Tenneco
Federal
Mogul
Corporation
andPresident for Tenneco’s
Asia operations. Prior to joining Tenneco, he
served as Senior Vice President at Lear
Corporation (2013-2018); Corporate Senior

New Nominee
Vice President and President of Continental for
Asia and China, and was on the Management
Board in Germany (2005-2013); Head,
Corporate Finance and M&A Advisory forPricewaterhouseCoopers in Japan (20002005);
Director,
Business Operations
for Visteon Automotive
Systems in Asia Pacific,
Japan(1997-2000);
VehicleProgramManager for Mitsubishi
Motors in Japan (19901996); and Purchasing
Manager,
ChassisSystems and Manager, Asia Planning for USA
in Japan (1983-1990). Mr. Kunkel has a BBA
from Western Michigan University, USA.

NEW NOMINEE

Significant expertise/experience:
◾
◾
◾
◾
◾
◾

Automotive
Finance/Financial Advisory
Governance/Board
High-Growth Markets
Large Cap Company
Legal/Regulatory/Public Policy

◾
◾
◾
◾
◾

Mergers & Acquisitions
R&D/Innovation/Technology
Senior/Executive Leadership
Strategy Development
Talent Management/Compensation

Business of the Meeting

21

ELECTION OF
DIRECTORSMichigan, U.S.A.
Age: 54
Tenure: 2+

Management

BUSINESS OF THE
MEETING

Seetarama S. Kotagiri MSc

Robert F. MacLellan CPA, MBA

Independent

Equity-at-risk (Record Date):

Mr. MacLellan, who has served as Board
Chair since May 2022, brings to the Boardsignificant financial and accounting
acumen, a track record of executive
leadership success, blue-chip board
experience and the perspective of theinstitutional investment community.
Mr. MacLellan serves as the non-executive
Chairman of Northleaf Capital Partners, an
independent
globalequityandinfrastructure
fundmanagerandadvisor (since 2009),
prior to which he was
the Chief Investment
Officer of TD Bank
2022 MEETING
FinancialGroup
ATTENDANCE(TDBFG) (2003-2008)
where
he
was
responsibleforoverseeingthe$1,341,000

Significant expertise/experience:

Ontario, Canada
Age: 68
Tenure: ~5

Other Current Public Company
Boards:◾

T. Rowe Price Group, Inc.
(Compensation (Chair); Audit)

Total 2022 Compensation:$410,000

94%

◾
◾
◾
◾
◾

Mary Lou Maher FCPA, FCA

Ontario, Canada
Age: 62
Tenure: ~2

Other Current Public Company
Boards:◾

Canadian Imperial Bank ofCommerce (Risk Management)◾

CAE Inc. (Audit; Human
Resources)

Total 2022 Compensation:$226,000

Equity-at-risk (Record Date):$445,000

Accounting/Audit
Environmental, Social and Governance
Finance/Financial Advisory
Governance/Board
Large Cap Company

Board Chair, Technology

management of investments for its Employee
Pension Fund, The Toronto-Dominion Bank, TD
Mutual Funds and TD Capital Group. He servedin various other capacities with TDBFG (19952003). Prior boards include WIND Mobile
Group, ACE Aviation Holdings Inc., Yellow
Pages Group and Maple Leaf Sports andEntertainment Ltd. Mr. MacLellan is a Chartered
Accountant and has a B.Comm. (Carleton) andan MBA (Harvard). Mr. MacLellan serves as anindependent director of T. Rowe Price
Group, Inc., which isone of Magna’s largest
shareholders. As an
independent director
2022 ANNUAL MEETING
of T. Rowe Price,
VOTING RESULT
Mr. MacLellan has no
involvement in portfolio
investment decisions
at T.Rowe Price.

>99%

◾
◾
◾
◾
◾

Mergers & Acquisitions
Risk OversightSenior/Executive Leadership
Strategy Development
Talent Management/Compensation

Independent
Ms. Maher brings to the Board extensive
audit and financial experience. She is ahighly regarded and widely respectedbusiness advisor having advised client
CEOs, CFOs and Boards of Directors on
a variety of complex issues.
Ms. Maher was concurrently the Canadian
Managing
Partner,
QualityandRisk,
KPMG Canada, andGlobalHeadof2022 MEETING
Inclusion and Diversity,
ATTENDANCEKPMGInternationalfrom October 2017 to
February 2021. Ms. Maher was with KPMG
since 1983 and had served in various
executive and governance roles, including
CFO and CHRO. Ms. Maher also has
experience serving on not-for-profit boards,
including being Chair of Women’s College
Hospital and a member of the CPA Ontario
council. In addition, Ms. Maher founded
KPMG Canada’s first ever National Diversity
Council and was the executive sponsor of
pride@kpmg.

100%

Audit, Technology
Ms. Maher has been recognized for her workon inclusion and diversity, receiving theWayne C. Fox Distinguished Alumni Award
from McMaster University and was inducted
into the Hall of Fame for the WXN 100 Top
Most Powerful Women in Canada. She also
received the Lifetime Achievement Award
from Out on Bay Street(Proud Strong), as wellastheSeniorLeadership Award for2022 ANNUAL MEETING Diversity
fromthe
VOTING RESULT
Canadian Centre forDiversity and Inclusion.
Ms. Maher holds a Bachelor of Commerce
degree from McMaster University, for which
she also serves on the Board of Governors.
Ms. Maher serves as an independent directorof the Canadian Imperial Bank of Commerce(CIBC), which provides routine banking
services to Magna. Magna’s fees to CIBC in
2022 represented less than 0.01% of thebank’s 2022 revenues and are not material to
Magna or the bank.

>99%

Significant expertise/experience:
◾
◾
◾
◾
◾

22

Business of the Meeting

Accounting/Audit
Environmental, Social and Governance
Finance/Financial Advisory
Governance/Board
Large Cap Company

◾
◾
◾
◾

Risk OversightSenior/Executive Leadership
Strategy Development
Talent Management/Compensation

New South Wales,
Australia
Age: 61
Tenure: ~6

Other Current Public Company
Boards:◾

None

Total 2022 Compensation:$243,000

Equity-at-risk (Record Date):$1,423,000

Independent
Mr. Ruh brings to the Board a trackrecord of success in managing the digitaltransformation of large industrial
companies. He possesses a wealth ofexpertise in advanced software andautomation solutions, including cloudbased platforms, analytics, machinelearning and cybersecurity, developed
over the course of athirty year career in
2022 MEETING
the software industry.
ATTENDANCE
Mr. Ruh is the Chief
Executive Officer, Digitalof Lendlease Group, an international property
and infrastructure group. Prior to joining
Lendlease, he served as the chief executive
officer for GE Digital as well as the senior vicepresident and Chief Digital Officer (CDO) forGE (2011-2018). Other previous roles

100%

TOCC, Technology
included executive roles at: Cisco
Systems, Inc. (2004-2011) where he held
global responsibility for developing advanced
services and solutions; Software AG, Inc.
(2001-2004); and The Advisory Board
Company (2000-2001), among others.
Mr. Ruh has served on the boards of Pivotal
Software, Cadmakers,
Akrometrix, Taleris, theAmerican Chamber ofCommerce Australia
2022 ANNUAL MEETING and the Bay Area
VOTING RESULT
Council. Mr. Ruh is anaccomplished authorof books and papers. He has a B.Sc. and
M.Sc. in computer science from California
State University, Fullerton where he is amember of the Advisory Board for the Schoolof Engineering.

>99%

ELECTION OF
DIRECTORS

William A. Ruh MSc

◾
◾
◾
◾

Cybersecurity
Large Cap Company
R&D/Innovation/Technology
Risk OversightDr. Indira V. Samarasekera PhD, PEng

British Columbia,
CanadaAge: 70
Tenure: ~9Other Current Public Company
Boards:◾

TC Energy (Audit; Human
Resources)◾

Stelco Holdings Inc.
(Environment, Health and Safety(Chair))◾

Intact Financial (Compliance
Review and Corporate
Governance; Human Resources
and Compensation (Chair))◾
◾
◾

Senior/Executive Leadership
Strategy Development
Talent Management/Compensation

Independent

Dr. Samarasekera brings to the Board a
proven record of technical expertise,demonstrated
leadership,tangible
successinbuilding
international
relationships and a long-standing
commitment to R&D/innovation. She was
CGCNC Chair from May 2020 to August2022 and has served as TOCC chair sinceAugust 2022.
Dr. Samarasekera is a corporate director andSenior Advisor atBennett Jones, LLP.
Dr.
Samarasekera
servedasthePresident and Vice2022 MEETING
Chancellor of the
ATTENDANCE
University of Alberta
from (2005-2015). Sheisinternationallyrecognized as a leading metallurgicalengineer, including for her work on steel
process engineering for which she wasappointed an Officer of the Order of Canada.

100%

TOCC (Chair), Technology
Among other things, Dr. Samarasekera waspreviously a member of Canada’s Science,
Technology and Innovation Council as well as
Canada’s Global Commerce Strategy. She
possesses an M.Sc. in mechanicalengineering (California), as well as a PhD in
metallurgical engineering (British Columbia).
Dr. Samarasekera has also been elected as a
Foreign Associate of the National Academy ofEngineering in the U.S. She currently serveson the board of theCanadian Institute forAdvanced Research.
Dr. Samarasekera isalso a committee
2022 ANNUAL MEETING member of the TMXVOTING RESULTGroup/InstituteofCorporate Directors
Committee to Chart
the Future of Corporate Governance inCanada.

>97%

Significant expertise/experience:
Total 2022 Compensation:$284,000

Equity-at-risk (Record Date):$2,404,000

◾
◾
◾
◾

Environmental, Social and Governance
Governance/Board
Large Cap Company
Legal/Regulatory/Public Policy◾
◾
◾

R&D/Innovation/Technology
Senior/Executive Leadership
Strategy Development

Business of the Meeting

23

BUSINESS OF THE
MEETING

Significant expertise/experience:Matthew Tsien MSc

Washington, U.S.A
Age: 62
New Nominee

Other Current Public Company
Boards:◾

AGCO Corporation (Talent andCompensation)

Total 2022 Compensation:
NIL – New Nominee

Equity-at-risk (Record Date):$NIL

Independent
Mr. Tsien brings to the board extensive
technology and engineering experience
within the automotive industry, particularly
from a large OEM perspective in China.
Mr. Tsien’s career spanned 45 years with
General Motors and its group of companies(1976-2021), where he built a strong trackrecord in areas such as
electrification
andconnectivity. He held
various roles with GM,
including
Executive
Vice President, Chief
Technology Officer, andPresident,
GeneralMotors Ventures (2020-2021); Executive Vice
President and President, GM China (20142020); Vice President, Planning and Program
Management, GM China and GM International,
and Strategic Alliances for China (2012-2013)
where he was responsible for product

New Nomineeplanning and program management forinternational markets encompassing Asia,
Russia, the Middle East and Africa. Other priorroles include Executive Vice President, SAICGM-Wuling Automobile China (2009-2011);
Executive Director, Global Technology
Engineering (2005-2008); Executive Director,
Vehicle Systems, North
America
Product
Development (20012005); Electrical Chief
Engineer,
Regional
Vehicle Line Executive,
Chief
Technology
OfficerandDirector, Business Planning China (1995-2000);and Director, Audio Systems Engineering,
Delco Electronics (1992-1995). Mr. Tsien has a
BS (Kettering), an MS (Stanford) and an MS(MIT).

NEW NOMINEE

Significant expertise/experience:◾
◾
◾
◾

Dr. Thomas Weber PhD

Baden-Württemberg,
Germany
Age: 68
Tenure: ~1

Other Current Public Company
Boards:◾

None

Total 2022 Compensation:$252,000*

Equity-at-risk (Record Date):$282,00024

Business of the Meeting

Automotive
High-Growth Markets
Large Cap Company
R&D/Innovation/Technology◾
◾
◾

Senior/Executive Leadership
Strategy Development
Talent Management/Compensation

Independent
Dr. Weber brings to the Board valuableknowledge and experience regarding
the global automotive industry, withparticular expertise within Europe, as wellas the development and production of
future-oriented vehicles (including
alternative
powertrain systems).
Dr. Weber’s career
spanned a wide range
ofdemanding
functionsand2022 MEETING
responsibilities
ATTENDANCE
relating to passenger
cars within Daimler AG(1990-2016), including
serving on the Board of Management,
responsible for Group Research & MercedesBenz Cars Development (2004-2016).

100%

Technology
He currently serves as a director of the German
National Academy of Science and Engineering(since 2017) with responsibility for areas related
to “mobility of the future” and circular economy.
In addition, he is an Honorary Professor in thefield of mechanical engineering and mobilityof the future at the
University of Stuttgart(since 2010). Dr. Weberpreviously served as amember of Magna’s
Technology Advisory
2022 ANNUAL MEETINGCouncil (2019-2021)
VOTING RESULT
and is a MechanicalEngineer (Stuttgart),
withadoctoratein production and automation (Fraunhofer
Institute).

>98%

Significant expertise/experience:◾
◾
◾

Automotive
R&D/Innovation/Technology
Risk Oversight◾
◾
◾

Senior/Executive Leadership
Strategy Development
Talent Management/Compensation

Florida, U.S.A.
Age: 61
Tenure: ~4

Other Current Public Company
Boards:◾

None

Total 2022 Compensation:

Independent
Ms. Westlake brings to the Board
extensive global experience in bothhuman resources and finance, as well as
an established reputation for her
leadership abilities in organizationaltransformations, leveraging technology
to drive innovation, stakeholder and crisis
management, as well as enterprise risk
management.
Ms. Westlake mostrecently served as the
Chief
Human
2022 MEETING
Resources Officer of
ATTENDANCE
global information andanalytics
services
firm, IHS Markit Ltd. (2017-2018), prior towhich she served in a range of senior human

100%

TOCC, Technology
resources and finance roles with Moody’s
Corporation,
including
Chief
Human
Resources Officer (2008-2017), VicePresident, Investor Relations (2006-2008) andManaging Director, Finance (2004-2006). In acareer that spanned nearly 35 years,
Ms. Westlake also had a range of Financial
Officer and other senior roles at:
AmericanExpress
Company (1996-2003);
The Dun & Bradstreet
Corporation(19892022 ANNUAL MEETING 1995); and Lehman
VOTING RESULT
Brothers (1984-1987).
Ms. Westlake has a
B.A. in biochemistry (Dartmouth), as well as
an MBA (Columbia).

>99%

ELECTION OF
DIRECTORS

Lisa S. Westlake MBA$231,000$725,000

Significant expertise/experience:
◾
◾
◾
◾
◾

Finance/Financial Advisory
Governance/Board
High-Growth Markets
Large Cap Company
Mergers & Acquisitions

◾
◾
◾
◾

Risk OversightSenior/Executive Leadership
Strategy Development
Talent Management/Compensation

BUSINESS OF THE
MEETING

Equity-at-risk (Record Date):

Business of the Meeting25

Director Compensation
Objectives of Director Compensation
We have structured director compensation with the aim of attracting and retaining skilled directors and aligning theirinterests with the interests of our long-term shareholders. To accomplish these objectives, we believe that suchcompensation must be competitive with that paid by our S&P/TSX60 peer companies, as well as the global automotive
and industrial peers in our executive compensation peer group. Additionally, we believe that a significant portion ofsuch compensation must be deferred until departure from the Board, thus tying the redemption value to the market valueof our Common Shares and placing it “at risk” to align the interests of directors with those of shareholders. For purposesof director compensation, non-independent, non-executive directors are compensated on the same basis as
Independent Directors. Magna’s Chief Executive Officer, the sole member of Management on the Board, does notreceive any incremental compensation for such Board service.

Compensation Structure
During 2022, our director compensation structure was as follows:◾

Annual Retainer: Directors were paid an annual retainer of $150,000, of which $90,000 (60%) was
automatically deferred in the form of DSUs and $60,000 (40%) was paid in cash, subject to a director’s
election to defer up to 100% of their cash compensation in the form of DSUs. Once a director had achieved
the minimum equity maintenance requirement ($750,000), a minimum of $60,000 (40%) was automaticallydeferred in the form of DSUs, subject to the director’s election to defer a greater amount.

◾

Board Chair Retainer: The Board Chair was paid a flat annual retainer of $500,000 for all work performed inany capacity other than as a special committee chair. Of such amount, $300,000 (60%) was automaticallydeferred in the form of DSUs and $200,000 (40%) was paid in cash, subject to the Board Chair’s election todefer up to 100% of their cash compensation in the form of DSUs. Once the Board Chair had achieved theminimum equity maintenance requirement ($1,500,000), a minimum of $200,000 (40%) was automaticallydeferred in the form of DSUs, subject to the Board Chair’s election to defer a greater amount.

◾

Committee Chair and Committee Member Retainers: In recognition of the additional workload of our
Committee Chairs and Committee members, additional retainers were paid to each director acting in each suchcapacity. These retainers were set at $25,000 for each standing Board Committee. In the case of special
committees that may be formed from time to time, the retainer was set at $25,000, unless otherwise determinedby the Board. Committee Chair retainers were in cash, subject to a director’s election to defer up to 100%of their cash compensation in the form of DSUs.

◾

Meeting and Work Fees: Meeting and work fees were paid to compensate directors based on theirrespective contributions of time and effort to Magna matters. The amounts of these fees are listed in the feeschedule below and were in cash, subject to a director’s election to defer up to 100% of their cash compensationin the form of DSUs.

A director is entitled to a period of five years from the date of election or appointment to the Board in which to meet theequity maintenance requirement ($750,000). The Board Chair is entitled to a further three years from the date of
appointment as Board Chair to increase from the base equity maintenance requirement to the higher level applicable to
the Board Chair ($1,500,000). In assessing compliance with these requirements, we consider the value of any Magna
Common Shares held by a director, together with the aggregate value of deferred compensation in the form of retainers
and fees, excluding accrued dividend equivalents and without reference to increases or decreases in the market valueof such compensation.

26

Business of the Meeting

The schedule of director retainers and fees applicable in 2022 set forth below was unchanged from 2021.
RETAINER/FEE TYPEAMOUNT($)

Comprehensive Board Chair annual retainer

500,000

Annual retainer

150,000

Committee member annual retainer

25,00025,000

CGCNC

25,000Technology Committee

25,000Special Committees (unless otherwise determined by the Board)

25,000Per meeting fee

2,000

Written resolution

400

Additional services (per day)

4,000

Travel days (per day)

4,000

The GNSC is responsible for making recommendations to the Board regarding director compensation and typicallyreviews such compensation every two or three years with assistance from the Board’s independent compensation
advisor, Hugessen. In the most recent such review completed in 2022, Hugessen performed a benchmarking review ofboth the structure and amount of compensation actually earned by Magna’s Independent Directors against threepeer groups:◾
Peer Group 1: the global automotive and industrial peers in Magna’s executive compensation peer group;◾
Peer Group 2: companies in the S&P/TSX60 index; and◾
Peer Group 3: a subset reference group of the TSX60 reflecting TSX issuers with financial and geographic
scale analogous to that of Magna.
In performing the benchmarking review, Hugessen based its analysis on a standardized Board structure and threenormalized director profiles:◾
Profile 1: board chair;◾
Profile 2: audit chair and member of compensation committee; and◾
Profile 3: member of both audit and compensation committees.
Hugessen’s analysis demonstrated that Magna’s Profile 1 compensation was highly competitive in relation to all threepeer groups. However, Magna’s Profile 2 and Profile 3 compensation was:◾
well below both the median and average compensation for Peer Group 1; and◾
slightly above median and approximately at the average for Peer Group 2 and Peer Group 3.
Although Magna’s Ontario, Canada, corporate domicile and TSX listing make Peer Group 2 and Peer Group 3 importantreference points for Magna’s Independent Director compensation, Magna’s ability to attract leading director candidates
from around the world requires director compensation which is closer to that of Peer Group 1. Additionally, with thechange to make the Technology Committee a committee of the full Board effective August 1, 2022, there are elevatedexpectations on the commitment expected from each Independent Director. Accordingly, the GNSC recommended, andthe Board unanimously approved, a new flat fee structure effective as of January 1, 2023, which places Magna’s
director compensation part-way between the median compensation levels of Peer Group 1 and Peer Group 3.

Business of the Meeting

27

BUSINESS OF THE
MEETING

Audit

ELECTION OF
DIRECTORS

Additional Committee Chair annual retainer

The changes to director compensation reflected in the table below took effect on January 1, 2023.

RETAINER / FEE TYPEAMOUNT($)

3X EQUITY MAINTENANCE($)

Comprehensive Board Chair Annual Retainer

500,000

1,500,000

Comprehensive Committee Chair Annual Retainer

300,000

900,000

Comprehensive Director-At-Large Annual Retainer

275,000

825,000

Per Meeting Fee (applicable solely to meetings in excess of 25 meetings in aggregate)

1,000

Travel Time Fee (half day/full day)

2,000 / 4,000

Special Committee Chair Retainer

To be set on Committee formation

The retainers above will continue to be subject to an automatic minimum deferral in the form of DSUs on the same
basis as in 2022, namely 60% DSUs and 40% cash until the equity maintenance requirement has been achieved, but
subject to a director’s election to defer up to 100% of their compensation in the form of DSUs. Once the equity
maintenance requirement has been achieved, the automatic minimum deferral in the form of DSUs falls to 40%, subject
to a director’s election to defer up to 100% of their compensation in the form of DSUs. Each director remains entitledto a period of five years in which to achieve the equity maintenance requirement, and three years to achieve the increasein equity maintenance holdings from the 2022 level to the new requirement in the table above.

2022 Directors’ Compensation
The table below sets forth a summary of the compensation earned by all non-executive directors during the year ended
December 31, 2022.
FEES
EARNED(1)
CASH
($)

NAME

% OF
TOTAL FEESSHARE-BASEDAWARDS(2)NON-EQUITYDEFERRED TO
OPTION-BASED INCENTIVE PLAN PENSION
% OF
DSUS
AWARDSCOMPENSATION VALUE($)
TOTAL FEES
($)
($)
($)

ALL
OTHER ($)

TOTAL
($)

Peter G. Bowie

NIL—

245,000

100

NIL

NIL

NIL

NIL

245,000

Mary S. Chan

NIL—

224,000

100

NIL

NIL

NIL

NIL

224,000

Hon V. Peter Harder

NIL—

254,000

100

NIL

NIL

NIL

NIL

254,000

Jan R. Hauser

NIL—

101,000

100

NIL

NIL

NIL

NIL

101,000

Dr. Kurt J. Lauk

199,000

77

60,000

23

NIL

NIL

NIL

NIL

259,000

NIL—

410,000

100

NIL

NIL

NIL

NIL

410,000

54,00024

172,000

76

NIL

NIL

NIL

NIL

226,000

NIL—

243,000

100

NIL

NIL

NIL

NIL

243,000

67,00024

217,000

76

NIL

NIL

NIL

NIL

284,000

NIL—

252,000

100

NIL

NIL

NIL

NIL

252,000

171,000

74

60,000

26

NIL

NIL

NIL

NIL

231,000

Robert F. MacLellan
Mary Lou Maher
William A. Ruh
Dr. Indira V. Samarasekera
Dr. Thomas Weber
Lisa S. Westlake
Cynthia A. Niekamp
William L. Young

66,000102,000

77
60

20,00068,000

23
40

NIL
NIL

NIL
NIL

NIL
NIL

(3)

91,000(4)

285,000

5,000

115,000

Notes:
1.
Consists of all retainers and fees paid to the director in cash. NIL indicates that 100% of the retainers and fees earned were deferred in the form of DSUs.
2.
Consists of retainers and fees deferred in the form of DSUs pursuant to the DSU Plan (as defined under “Deferred Share Units”).
3.
Ms. Niekamp received a retirement gift valued at $5,000, upon her retirement from the Magna Board on May 3, 2022.
4.
Mr. Young received a retirement gift valued at $5,000, upon his retirement from the Magna Board on May 3, 2022. Additionally, charitable donations in theaggregate amount of $110,000 were made by Magna directly to Queen’s University and the Canadian Institute for Advanced Research as part of a legacy
arrangement under which directors could direct donations to one or more charities, based on the amount of $10,000 per year of service as a Magnadirector.`

28

Business of the MeetingDeferred Share Units

We maintain a Non-Employee Director Share-Based Compensation Plan (the “DSU Plan”), which governs the retainers
and fees that are deferred in the form of DSUs. In addition to the 60% of the annual retainer that is automaticallydeferred, each non-executive director may annually elect to defer up to 100% (in increments of 10%) of their total annual
cash compensation from Magna (including Board and Committee retainers, meeting attendance fees, work and travel
day payments and written resolution fees). Once the minimum equity maintenance requirement has been met, 40% of theannual retainer is automatically deferred in the form of DSUs, subject to a director’s election to defer a greater proportion.
All DSUs are fully vested on the date allocated to a director under the DSU Plan. Amounts deferred under the DSU
Plan cannot be redeemed until a director’s departure from the Board. The mandatory deferral aims to align the interestsof non-executive directors with those of shareholders.

DSU Value is “At Risk”
DSUs are notional stock units. The value of a DSU increases or decreases in relation to the NYSE market price of one
Magna Common Share, and dividend equivalents are credited in the form of additional DSUs at the same times and in thesame amounts as dividends that are declared and paid on our Common Shares. Upon a director’s departure from theBoard, we deliver Magna Common Shares in satisfaction of the after-tax redemption value of the DSUs.

ELECTION OF
DIRECTORS

Mandatory Deferral Creates Alignment With Shareholders

The following table sets forth outstanding share-based awards (DSUs) for all non-executive directors as at December 31,
2022. Aside from the deferral of compensation in the form of DSUs, directors are not eligible to receive or be granted
any other forms of equity for service on the Board.
OPTION-BASED AWARDSSHARE-BASED AWARDSNUMBERSHARESOR UNITS
THAT
HAVE
NOT
VESTED(#)

MARKET OR
PAYOUT VALUEOF SHAREBASEDAWARDS
THAT HAVENOT VESTED($)

MARKET OR
PAYOUT VALUEOF VESTEDSHARE-BASEDAWARDS NOTPAID OUT OR
DISTRIBUTED(1)
($)

NIL

NIL

4,045,000

OF

NAME
Peter G. Bowie

NUMBER OF
SECURITIESUNDERLYINGUNEXERCISEDOPTIONS(#)

OPTION
EXERCISEPRICE($)

OPTION
EXPIRATIONDATE(MM/DD/YY)

VALUE OFUNEXERCISED
IN-THEMONEYOPTIONS
($)

NIL

NIL

NIL

NIL

Mary S. Chan

NIL

NIL

NIL

NIL

NIL

NIL

1,381,000

Hon. V. Peter Harder

NIL

NIL

NIL

NIL

NIL

NIL

698,000

Jan R. Hauser

NIL

NIL

NIL

NIL

NIL

NIL

112,000

Dr. Kurt J. Lauk

NIL

NIL

NIL

NIL

NIL

NIL

2,136,000

Robert F. MacLellan

NIL

NIL

NIL

NIL

NIL

NIL

1,364,000

Mary Lou Maher

NIL

NIL

NIL

NIL

NIL

NIL

438,000

William A. Ruh

NIL

NIL

NIL

NIL

NIL

NIL

1,511,000
2,607,000

Dr. Indira V. Samarasekera

NIL

NIL

NIL

NIL

NIL

NIL

Dr. Thomas Weber

NIL

NIL

NIL

NIL

NIL

NIL

244,000

Lisa S. Westlake

NIL

NIL

NIL

NIL

NIL

NIL

764,000

Note:
1.
Represents the value of Independent Directors’ aggregate DSU balance, which includes dividends credited in the form of additional DSUs, based on theclosing price of Magna Common Shares on the NYSE on December 30, 2022.

Business of the Meeting

29

BUSINESS OF THE
MEETING

Outstanding Share-Based Awards

Incentive Plan-Awards – Value Vested During the YearThe values of share-based awards (DSUs) which vested in the year ended December 31, 2022, are set forth below inrespect of each director who served during 2022.

OPTION-BASED AWARDS –VALUE VESTEDDURING THE YEAR($)

SHARE-BASED AWARDS –VALUE VESTEDDURING THE YEAR(1)($)

NON-EQUITY INCENTIVE
PLAN COMPENSATION –VALUE EARNEDDURING THE YEAR($)

Peter G. Bowie

NIL

356,000

NIL

Mary S. Chan

NIL

264,000

NIL

Hon. V. Peter Harder

NIL

272,000NIL

Jan R. Hauser

NIL

102,000

NIL

Dr. Kurt J. Lauk

NIL

126,000

NIL

Robert F. MacLellan

NIL

447,000

NIL

Mary Lou Maher

NIL

178,000

NIL

William A. Ruh

NIL

287,000

NIL

Dr. Indira V. Samarasekera

NIL

296,000

NIL

Dr. Thomas Weber

NIL

256,000

NIL

Lisa S. Westlake

NIL

80,000NIL

Cynthia A. Niekamp

NIL

26,000NIL

William L. Young

NIL

123,000

NIL

NAME

Note:
1.
Represents the aggregate grant date value of retainers and fees deferred in the form of DSUs in 2022 as disclosed in the table under the heading “2022Directors’ Compensation”, together with dividends credited in the form of additional DSUs on Independent Directors’ aggregate DSU balance (which includes
DSUs granted in prior years) as follows:
DIVIDENDS ON
AGGREGATE DSUS($)

DIVIDENDS ON
AGGREGATE DSUS($)

Peter G. Bowie

111,000

Dr. Indira V. Samarasekera

79,000Mary S. Chan

40,000Dr. Thomas Weber

4,000

Hon. V. Peter Harder

18,000Lisa S. Westlake

20,000Jan R. Hauser

1,000

Dr. Kurt J. Lauk

66,000Robert F. MacLellan

37,000Cynthia A. Niekamp

6,000

Mary Lou Maher

6,000

William L. Young

55,000William A. Ruh

44,000

Trading Blackouts and Restriction on Hedging Magna Securities
Trading Blackouts
Directors are subject to the terms of our Insider Trading and Reporting Policy and Code of Conduct & Ethics, both ofwhich restrict directors from trading in Magna securities while they have knowledge of material, non-public information.
One way in which we enforce trading restrictions is by imposing trading “blackouts” on directors for specified periods
prior to the release of our financial statements and as required in connection with material acquisitions, divestitures orother transactions. The regular quarterly trading blackouts commence at 11:59 p.m. on the last day of each fiscal quarterand end 48 hours after the public release of our quarterly financial statements. Special trading blackouts related tomaterial transactions extend to 48 hours after the public disclosure of the material transaction or other conclusion of thetransaction.

Anti-Hedging Restrictions
Directors are not permitted to engage in activities that would enable them to improperly profit from changes in ourstock price or reduce their economic exposure to a decrease in our stock price. Prohibited activities include “puts”,“collars”, equity swaps, hedges, derivative transactions and any transaction aimed at limiting a director’s exposure to aloss or risk of loss in the value of the Magna securities that they hold.

30

Business of the Meeting

The Audit Committee recommends that you vote FOR reappointment of Deloitte.

%

96

Audit / Related Fees%

>99

2022 Votes FOR

9
Fiscal Yrs as auditor

Deloitte, an Independent Registered Public Accounting Firm, was first appointed Magna’s independent auditor on
May 8, 2014 and has audited Magna’s consolidated financial statements for the fiscal years ended December 31, 2014
and after. Deloitte reports directly to the Audit Committee, which oversees the firm’s work, evaluates its performanceand sets its compensation.
The Audit Committee believes that Deloitte provides value to Magna’s shareholders through its methodical, independent
challenge to Magna’s external financial reporting. Deloitte’s audit approach is based on an audit risk assessment,
which is continuously updated throughout the year. Audit risks identified in the risk assessment are addressed throughtailored audit procedures that reflect Deloitte’s understanding of Magna-specific factors as well as the general businessenvironment in which Magna operates. The firm’s communications to the Audit Committee demonstrate strong audit
quality, professional skepticism and innovation in the audit, including through the effective use of data analytics. The Audit
Committee is satisfied that Deloitte’s integrated audit team consists of audit professionals and specialists who are
qualified and experienced to provide audit services in the regions in which Magna operates. The firm has demonstrated
a commitment to promoting a learning culture within its own team and sharing the firm’s insights, perspectives andbest practices with the Audit Committee, the Board, internal audit, as well as management and Magna’s finance teams.

Deloitte’s Independence
Deloitte is independent with respect to the Company within the applicable rules and regulations adopted by the
Securities Exchange Commission (SEC) and the Public Company Accounting Oversight Board (United States) (PCAOB)
and within the meaning of the rules of professional conduct of the Chartered Professional Accountants of Ontario. Inorder to protect Deloitte’s independence, the Audit Committee has a process for pre-approving all services provided by,
and related fees to be paid to, Deloitte. This process includes quarterly review of any incremental services proposed to
be provided by Deloitte, together with associated costs. Audit Committee approval is required for any services that havenot previously been pre-approved. In assessing the impact of any proposed services on auditor independence, theAudit Committee considers whether:◾

the services are consistent with applicable auditor independence rules;◾

the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as
familiarity with Magna’s business, people, culture, accounting systems and risk profile; and◾

the services enhance Magna’s ability to manage or control risks and improve audit quality.

The Audit Committee has also established a process to pre-approve the future hiring (if any) of current and former
partners and employees of Deloitte engaged on Magna’s account in the prior three fiscal years. There was one suchhiring in 2022, which was pre-approved in accordance with the Audit Committee’s pre-approval process.

Business of the Meeting

31

BUSINESS OF THE
MEETING

3

REAPPOINTMENT OFDELOITTE

Reappointment of
Deloitte LLP as Magna’s
Independent Auditor

Services and Fees
Services provided by the independent auditor may fall into one of the following categories: audit services, audit-related
services, tax services and other permitted services. The nature of the services in each of these categories is detailed
below.
None of the services provided by Deloitte in 2022 were treated as exempt from pre-approval pursuant to the deminimis provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Pursuant to this approval process, the Audit Committee approved and Magna was billed the following fees for services
provided by Deloitte in respect of 2022 and 2021:
2022
TYPE OF SERVICES

AUDIT FEES
2022

Audit(1)(2)

Audit-related
Tax(3)

Other Permitted
Total
Audit:

57%

Audit-related:

39%

Tax:

4%

Other Permitted: <1%
Total:

100%

(4)

2021

FEES
($)

% OF TOTAL

FEES
($)

% OF TOTAL

9,773,000

57

9,453,000

58

6,589,000

39

5,603,000

35

685,000

4

999,000

6

48,000<1

195,000

1

17,095,000100

16,250,000

100

Notes:
1.
Services performed in order to comply with the standards of the Public Company Accounting Oversight Board(United States) (“PCAOB”), including integrated audit of the consolidated financial statements and quarterly reviews.
In some cases, these may include an appropriate allocation of fees for tax services or accounting consultations,to the extent such services were necessary to comply with the standards of the PCAOB. This category includes theaudit of our internal control over financial reporting for purposes of Section 404 of the Sarbanes-Oxley Act of2002.
2.
Assurance and related services, including such things as due diligence relating to mergers and acquisitions,accounting consultations and audits in connection with acquisitions, services related to statutory audits of certain
foreign subsidiaries, attest services that are not required by statute or regulation and consultation concerning financial
accounting and reporting standards. Audit-related services actually provided by Deloitte in respect of 2022
consisted of: services related to statutory audits of certain foreign subsidiaries, assurance service and procedures
related to attest engagements not required by statute or regulation, as well as other assurance services.
3.
Tax compliance, planning and advisory services, excluding any such services required in order to comply with thestandards of the PCAOB that are included under “Audit Services”. The tax services actually provided by Deloitte inrespect of 2022 consisted of: domestic and international tax advisory, compliance and research services, as well astransfer pricing advisory services.
4.
All permitted services not falling under any of the previous categories.

Unless otherwise instructed, the persons designated in the form of proxy or Voting Instruction Form intend
to vote FOR the resolution reappointing Deloitte.
Representatives of Deloitte are expected to participate at the Meeting, will have the opportunity to make a statement if
they so desire and are expected to be available to respond to appropriate questions from shareholders.

32

Business of the Meeting34

Compensation and Performance Report

42

Compensation Discussion & Analysis

59

Summary Compensation Table

62

Incentive Plans and Awards

SAY ON PAY

IN THIS SECTION

The Board recommends that you vote FOR our Say on Pay resolution

%

93

2022
Say on Pay

At the Meeting, shareholders will again have the opportunity to cast an advisory, non-binding voteon Magna’s approach to executive compensation – this is often referred to as “Say on Pay”. We
most recently held a Say on Pay vote at our May 3, 2022, annual and special meeting ofshareholders, which was supported by a substantial majority (93%) of the votes cast on the
resolution. Although Say on Pay votes are non-binding, the TOCC will consider the results whenassessing future compensation decisions.

The text of the resolution reads as follows:“Resolved, on an advisory basis and not to diminish the roles and responsibilities of the board of
directors, that the shareholders accept the approach to executive compensation disclosed in theaccompanying Management Information Circular/Proxy Statement.”
Our approach to executive compensation is set out in detail in the Compensation and Performance Report and the
CD&A in this Circular. Included in these sections is a detailed discussion and benchmarking results demonstrating therelationship between executive compensation and corporate performance over a three-year period. We encourage you
to carefully read these sections of this Circular.
Unless otherwise instructed, the Magna officers whose names have been pre-printed on the form of proxyor Voting Instruction Form intend to vote FOR the Say on Pay resolution.

Business of the Meeting

33

BUSINESS OF THE
MEETING4

Say on Pay

Compensation and Performance
ReportMarch 30, 2023
Dear Fellow Shareholders,
As members of the Talent Oversight and Compensation Committee (the“TOCC”), we are pleased to share with you in this Compensation and
Performance Report our approach to executive compensation at Magna,
including 2022 compensation decisions and outcomes in the context of overall
performance. For purposes of executive compensation, the TOCC is the
successor Board Committee to Magna’s former Corporate Governance,
Compensation and Nominating Committee, the mandate of which has been
split between the TOCC and Magna’s Governance, Nominating andSustainability Committee effective August 1, 2022.

The TOCC supports the Board byassessing compensation andbenchmarking data within thecontext of corporate performance,
corporate strategy, risk
considerations, as well as the generalobjectives underlying Magna’ssystem of executive compensation.
Based on Committee members’
expertise and judgement, as well as
the perspectives and advice of the
TOCC’s independent advisors, the
TOCC makes recommendations to
the Board to assist it in fulfilling its
responsibilities related to executive
compensation matters.

We believe that executive compensation is a critical tool in driving desired
management behaviours to achieve strategic objectives within the context ofa company’s culture, business, and industry. Magna operates a lean, capitalintensive manufacturing business in a highly competitive, rapidly transforming,heavily disrupted, global industry. In this context, the company’s executive
compensation system has been structured to promote:◾
operational efficiency and corporate profitability through a highly variable annual incentive;◾
capital efficiency and relative TSR outperformance over the medium to long-term;◾
sustained, long-term stock price growth; and◾
alignment with shareholders over the short, medium, and long term.

Of course, Magna’s executive compensation system has also been structured to support the company’s ability to
attract, motivate and retain world-class leaders through the opportunity of earning superior compensation for achieving
superior performance. However, the opportunity of superior compensation cannot come at the expense of responsible
decision-making and, as a result, Magna’s compensation structure, practices, and controls aim to fairly and appropriatelybalance both risk and reward.
No compensation system or structure is perfect, none can please all stakeholders and few, if any, can perfectly
address the range of unforeseen scenarios of the type experienced by Magna in the last few years. That is why theapplication of measured discretion by the compensation committee is essential to ensure fair compensation outcomes
reflective of company performance, the shareholder experience and management efforts. We believe that the executive
compensation outcomes with respect to the 2022 compensation year reflect a reasonable balance among theseelements.

Industry Context and Magna’s Performance in 2022
While 2022 was a year characterized by industry and other challenges, as discussed below, it was also a year ofsignificant achievements including:◾
achieving sales growth which outpaced the rate of production growth by 7%;◾
winning a record $11 billion in new business awards which will launch in coming years – much of it coming instrategically critical areas such as battery enclosures, electric drive systems, driver monitoring systems andsmart access power doors;◾
signing an agreement to acquire the Veoneer Active Safety business, which is in the fast-growing advanced
driver assistance area;◾
receiving 107 customer awards for operational excellence and innovation;◾
achieving carbon neutrality at 20 manufacturing sites;◾
receiving 14 leading employer recognitions worldwide, including recognition by Forbes as one of the Best
Employers, for the sixth consecutive year; and◾
increasing Magna’s quarterly dividend for the 13th consecutive year.

34

Business of the MeetingProduction Inefficiencies Due to Supply Disruptions: 2022 began where 2021 ended, with semiconductor
chip supply disruptions driving vehicle manufacturers to allocate scarce chips in unpredictable ways. Latecustomer reallocations of scarce chips impacted Magna in two ways:◾
allocations away from vehicles for which Magna supplied products resulted in last minute cancellationsof Magna production, without any advance opportunity to adjust labour and overhead cost structures; and◾
allocations to vehicles for which Magna supplied products resulted in last minute production releases
requiring overtime production and/or expedited freight.

2.

Elevated Cost Structure: Next, while Magna had anticipated inflation-related cost increases in 2022, theactual scale of such increases far exceeded expectations. There were a number of factors contributing to thecompany’s increased cost structure, including: impacts arising in connection with Russia’s invasion of
Ukraine, particularly increases in European energy costs; production shutdowns, volatile production schedules
and other disruptions resulting from China’s “Zero COVID” policy; as well as continuing supply chain pressures.

3.

Impact of Suspension of Russian Operations: Following Russia’s invasion of Ukraine, Magna substantiallysuspended production at its six facilities in Russia. In the second quarter of 2022, the company impaired thevalue of the balance sheet investments for its Russian operations in Russia by recording a $376 million noncash impairment charge (the “Russian Impairment”).

4.

Operational Underperformance: Above and beyond the foregoing uncontrollable items, Magna experienced
operational underperformance which we view as controllable, including higher warranty expenses, significant
underperformance at a European manufacturing facility and other items.

Overall, Magna’s 2022 results reflected:◾
Consolidated Sales of $37.8 billion, up from $36.2 billion in 2021;◾
Adjusted EBIT Margin of 4.4%, down from 5.7% in 2021; and◾
Adjusted diluted earnings per share of $4.10, down from $5.13 in 2021.
On an absolute and relative TSR basis, the shareholder experience during calendar 2022 was unquestionably negative.
While many of the challenges discussed above were not unique to Magna, the impacts were not felt equally acrossthe peer group. For example, Magna’s extensive European footprint compared to its peers amplified the impact of theenergy and commodity cost increases, as well as the effects of the suspension of Russian operations. Ultimately, Magna’s
absolute and relative TSR reflect earnings results that were below market expectations.
2022
Absolute TSR(1)-26.8%

TSR calculated using rTSR PSU methodology(2)-24.5%

rTSR rank of 14 peers in rTSR Peer Group10th

rTSR percentile rank compared to rTSR Peer Group

P31

Note:
1.
Calculated on a calendar year basis.
2.
Beginning and end dates for the calculation period based on 20 trading day average, consistent with Magna’s rTSR PSU methodology.

Business of the Meeting

35

BUSINESS OF THE
MEETING

1.

COMPENSATION/PERFORMANCE

Consistent with the experience of many other companies, Magna had to contend with macroeconomic, geopoliticaland other disruptions which had a number of uncontrollable impacts on company performance in 2022. Unfortunately,
this was the third consecutive year of such disruptions and they were accompanied in 2022 by some controllable
operational underperformance. Overall, there were four major factors which significantly reduced the 2022 STI, as well
as 2022 ROIC for purposes of the in-flight 2020, 2021 and 2022 ROIC PSUs:Executive Compensation Decisions for 2022
During and following the end of 2022, the TOCC monitored the impact of the various macroeconomic, geopolitical,
industry and other factors which weighed on company performance and thus executive compensation. As noted above,
only one of these exogenous factors – the Russian invasion of Ukraine – was factored into our discretionary decisions
in respect of 2022. Compensation actions in 2022 were as follows:
1.

CEO Target Compensation: in connection with Mr. Kotagiri’s appointment as Magna’s CEO effective
January 1, 2021, the Board had set his target total direct compensation (“TDC”) at $12.0 million, which was
acknowledged at the time as being below median in relation to the company’s executive compensation peergroup. Magna’s stated compensation philosophy is to set target TDC for executive roles close to the medianof Magna’s compensation peer group and, following a successful first year as CEO, the Board increased
Mr. Kotagiri’s target TDC to $15.0 million, which was below the executive compensation peer group medianof approximately $15.5 million at the time.

2.

Short-term Incentives: There were two areas of action with respect to the short-term incentive in the formof profit sharing bonuses. First, in February 2022, the Board approved new profit sharing percentages based on
the company’s 2022 business plan. Profit sharing percentages are applied to Magna’s Pre-Tax Profit adjusted
bonus base to calculate STI amounts payable to an executive. At any time when profit sharing percentages
are being set or reset, the applicable percentage represents an opportunity to achieve a target cash bonus
amount, based on the then-current business plan. However, the STI outcome actually realized depends on thecompany’s performance over the year and is highly variable – much more so than in typical executive
compensation systems at other companies. STI payouts in dollars were approximately 38% below target STIlevels.
Second, the Board approved adjustments to the bonus base to add back to Pre-Tax Profit amounts equal to
the non-cash impairment charge against the company’s investments in Russia, and to address the amortizedvalue and mark-to-market gains related to Magna’s share purchase warrants in Fisker, Inc. (“Fisker”). The
rationale for these adjustments is as follows:◾

Russia: The Russian Impairment was a “black swan” event – unforeseen and uncontrollable – the effectof which would have been highly punitive to Management, given Magna’s highly variable STI and very
low base salaries. Accordingly, the Board approved the add-back to Pre-tax Profit for compensation
purposes of the $376 million impairment charge. This affected both the 2022 STI, as well as 2022 ROIC
for purposes of the three then-outstanding ROIC PSU awards granted in 2020, 2021 and 2022.
Notwithstanding this action taken to address the Russian Impairment, there are other impacts related to
the Russian invasion which affected compensation in 2022 and will continue to do so in 2023 andbeyond, including lost earnings, as well as elevated energy and other costs. Management remains fully
incented to offset secondary impacts from the Russian invasion, as well as to pursue new business awards
elsewhere to make up for the lost sales and earnings in Russia.

◾

Fisker: In 2020, Magna signed commercial agreements relating to the platform sharing, engineering andcomplete vehicle manufacturing of the Fisker Ocean SUV. In connection with the arrangement, Fisker
issued Magna approximately 19.5 million penny warrants to purchase Fisker common stock, which vested
based on specified milestones. At the time the warrants were issued, our predecessor committee andManagement agreed that Management should neither participate in the gains nor losses from thesewarrants.
The initial value attributable to the warrants was deferred within other accrued liabilities and otherlong-term liabilities and is being recognized in income as performance obligations are satisfied. However,the value of these warrants is marked-to-market quarterly based on market pricing for Fisker stock,
resulting in non-cash gains or losses. The amortized value of the Fisker warrants together with quarterly
mark-to-market gains have both been excluded in calculating the bonus base on which STIs are
determined.

36

Business of the MeetingAs a result of the foregoing actions, the adjusted 2022 bonus base for STIs was as set forth in the tablebelow. However, even after profit sharing percentages were reset in February 2022 and taking into accountthe adjustments above to the bonus base, actual STI payouts for the full year were 38% below target levels.
AMOUNT($, THOUSANDS)
Pretax Income per financial statements

878,000

376,000

Fisker Warrants – Amortization(62,000)

Fisker Warrants – Mark-to-Market

173,000

Bonus Base for STIs

3.

1,365,000

R&D Expenditures to Generate Returns Outside ROIC PSU Performance Period: In 2022, we
continued an approach initiated in 2021 with respect to the calculation of ROIC for purposes of ROIC PSUs.
The three-year performance period of the ROIC PSUs poses a challenge to the extent that long-term investments
being made for future growth cannot generate returns during the performance period. If such expenditures
are not added back to income for purposes of calculating ROIC, there may be a structural disincentive tomaking the investments. Magna has been investing heavily in electronics/ADAS, electric mobility and corporate
R&D (such investments collectively referred to as “EE&C Expenditures”), all of which reduce Net Income andthus ROIC for purposes of the ROIC PSUs. Given the scale of such investments and the expected time frame
before they generate returns, such expenditures (totaling over $900 million) were excluded in calculating
2022 ROIC for purposes of the 2020 ROIC PSUs (redeemed in February 2023), the 2021 ROIC PSUs (to beredeemed in February 2024) and the 2022 ROIC PSUs (to be redeemed in February 2025).
While the 2021 and 2022 ROIC PSUs are still “in-flight”, the payout of the 2020 ROIC PSUs redeemed in
February 2023 was as set forth below after taking into account the add-back of the Russian impairment in
the numerator of the ROIC formula.

ADJUSTED ROIC
(%)
2020

6.2

2021

13.3

2022

11.5

ADJUSTED 2020 ROIC PSUPAYOUT MULTIPLIER(1)(% VS TARGET)

58%

Note:
1.
Absent adjustment, 2021 ROIC would have been 10.9%, 2022 ROIC would have been 5.2% and the implied payout would have been 24%.

As the EE&C Expenditures begin to deliver returns in future years, the TOCC will reassess the appropriatenessof the continued exclusion of EE&C Expenditures and determine what actions may be appropriate to address
the returns being generated by the EE&C Expenditures.
The number of 2020 ROIC PSUs paid-out in shares to each NEO is set forth in the table below.

NAME
Seetarama S. Kotagiri

4.

ADJUSTEDROIC PSUS(#)
16,292

Patrick W.D. McCann

1,367

Vincent J. Galifi

20,052

Tommy J. Skudutis

20,052

Eric J. Wilds

2,734

Transformational Grant PSUs: At Magna’s annual and special meeting of shareholders held on May 3,2022, shareholders approved the company’s 2022 Treasury Performance Stock Unit Plan (the “Treasury PSU
Plan”). No conditional grants had been made under the Treasury PSU Plan at the time it was approved byshareholders. Following shareholder approval, the TOCC completed work to design and structure PSUs to beawarded under the Treasury PSU Plan, ultimately recommending to the Board a special, non-recurring,heavily performance-conditioned award of transformational grant PSUs (the “TFG PSUs”). The TFG PSUs
were unanimously approved by the Board in September 2022.

Business of the Meeting

37

BUSINESS OF THE
MEETING

Russian Impairment

COMPENSATION/PERFORMANCE

Adjustments:

The TFG PSUs are intended to incent the company’s transformation at a time of significant change anddisruption in the automotive industry. Magna is pivoting its product portfolio towards higher-growth areas
closely aligned with the “car of the future,” investing heavily in areas such as electrification and advanced driverassistance systems, as well as spending on initiatives in digitization, advanced manufacturing, andautomation. As the scale of investments and expenditures needed to achieve this strategic transformation
can significantly reduce both short- and long-term compensation under the core executive compensation
system, TFG PSUs have been structured to maintain executive focus on long-term value creation for the benefitof all shareholders over a performance period running from September 22, 2022, to December 31, 2027, as
well as a further two-year post-performance release period.
Magna’s core executive compensation system has generally demonstrated itself to be effective in incenting
short- and long-term outcomes aligned with operational performance. However, the core system on its own
may not drive the behavioral change needed to transform Magna from an industrial manufacturer (Magna v1.0) toa mobility technology leader (Magna v 2.0). Without removing any of the critical incentives in the corecompensation system for day-to-day operating success and capital efficiency, the grant of TFG PSUs isintended to transcend any inherent disincentives to bold action through a stretch opportunity guided by rigorous
performance-conditioned goals which ensure that no payout will actually be earned unless significant
success is achieved for the benefit of all shareholders. The TFG PSUs have been structured to drive sustained
increases in the value of Magna’s Common Shares, which would make them more valuable as acquisition
capital in a potential M&A transaction, while also being more effective in attracting and retaining the types oftalented employees needed to drive and sustain Magna’s transformation.
Key features of the Transformational Grant include the following:
◾

◾

◾

◾

◾

◾

38

Grants Reflect Reasonable Incentive Opportunity: the grants were generally sized at one-year’s
target TDC. We believe that these grant amounts represent a meaningful incentive which serve to motivate
Management, but they are significantly smaller than any of the market precedents considered in thedesign phase of the TFG PSUs particularly when the grant value is notionally amortized over the five-year
performance period. The compensation opportunity, and stringent service terms also serve as a criticalretention tool for Magna’s senior leadership team.
Recipients Comprise Broad Leadership Team, Not Just the CEO: special grants, including manyof the market precedents reviewed in developing the Transformational Grant, are often made to the CEOalone, or only to the top few leaders of a company. The TFG PSUs have been made to 17 officers
comprising the senior leadership team, in order to promote alignment and retention of the whole team.
Completely “At-Risk”: the TFG PSUs are 100% at-risk over a five-year performance period. No TFG
PSUs will be earned unless one or more hurdles are attained and any earned PSUs remain subject tochanges in Magna’s stock price until such PSUs are released after the fifth, sixth and seventh anniversaries
of grant;
Directly Aligned with Interests of Shareholders: the TFG PSUs are earned based on the attainmentof four stock price hurdles, which represent 50%, 100%, 150% and 200% increases over the baseline
stock price at the time the grant was made. Hurdles are only considered to have been attained if Magna’s
average closing stock price for 40 consecutive trading days is at or above the applicable level during
the performance period. Stock price was selected as the appropriate metric for the Transformational Grant
since it best evidences the success of the strategic transformation and provides the most direct alignment
with the interests of shareholders. While short-term increases in stock price may not be driven by the
impact of management actions, the achievement of sustained stock price growth against stretch pricehurdles over the long-term requires deliberate actions to increase earnings and/or grow the company’s
trading multiple. For Magna, this requires a shift in the product portfolio to achieve profitable businessgrowth in areas aligned with global megatrends, such as electrification, as well as flawless execution toconvert new business awards into quality earnings.
Fair Value Sharing Ratio: the TFG PSUs were structured to deliver 99% of the value created during
the transformation to shareholders, with 1% shared among the senior leadership team. In calculating thisratio, we compared the value of the total number of treasury shares that would be issued if the fourth
performance hurdle is achieved, against the approximately $32.7 billion increase in value that would beachieved for all shareholders if Magna’s share price reaches the level of the fourth hurdle (assuming thenumber of Magna shares remains constant from the number outstanding at the time the Transformational
Grant was made).
Differentiated Hurdle Weighting to Balance Opportunity and Risk: the number of PSUs which
could vest varies across the four hurdles – the first and last hurdles are each weighted at 20% of the award,
with the second and third hurdles each weighted at 30%. These differentiated weightings are intended

Business of the Meeting

◾

◾

◾

The TOCC fully understands that incremental compensation grants may be viewed negatively by somestakeholders. With this in mind, we not only structured the TFG PSUs with rigorous conditions, but also
engaged with five large institutional shareholders representing in aggregate approximately 15% of Magna’s
issued and outstanding shares in order to gain shareholders’ perspectives on the structure and quantum of the
TFG PSUs. The five shareholders with which we engaged reflected a cross-section of our top shareholders,with investment strategies covering a range of investment styles from index funds to value and growth. Basedin large part on the heavy performance-conditioning of the TFG PSUs, particularly the inability of Management
to realize any compensation without achieving significant gains for all shareholders, and the 99:1 value sharing
ratio as between shareholders and Management, the feedback from these five shareholders was very
positive overall. In light of the rigour of the TFG PSUs and favourable feedback from the five shareholders, the
TOCC recommended, and the Board unanimously approved, the grant of TFG PSUs on September 22,
2022.
The baseline stock price for the TFG PSUs at the date of grant, based on the 20-day volume-weighted
average trading price on NYSE was $57.07, representing a premium of approximately 7% to the $53.17 closing
price on the day prior to grant. In light of the baseline stock price, the corresponding hurdle levels are as set
forth in the table below.
PERFORMANCE HURDLESHURDLE NUMBER

VESTING
INCREASE VS. BASELINESTOCK PRICE(%)

STOCK PRICEHURDLE($)

PROPORTION OF PSUSASSOCIATED WITH HURDLE
(%)

1

+50

85.61

20

2

+100

114.14

30

3

+150

142.68

30

4

+200

171.2120

To place this in context, Magna’s five-year average share price at the time of grant was approximately$60 and the company’s 40-day average share price has only exceeded the first hurdle for approximately

Business of the Meeting

39

COMPENSATION/PERFORMANCE◾

BUSINESS OF THE
MEETINGto address the higher statistical probability of achievement for Hurdle 1 and reduce the potential forexcessive risk taking at the level of Hurdle 4;
Stringent Service Conditions: the TFG PSUs are subject to a five-year minimum service period, suchthat recipients must generally remain employed in good standing through the entire performance period for
PSUs associated with an attained hurdle to vest. In a few limited, customary circumstances, such as
retirement, death or permanent disability, a recipient may receive a pro rated payout solely to the extent
one or more hurdles had been attained at the time of retirement, death or permanent disability. In the caseof retirement, none of the grant recipients were within five years of normal retirement age at the date of
grant. Overall, there are no “free rides” – no grant recipient can earn a payout without having contributed
to the company’s transformational growth;Deferred Payouts of Earned PSUs (if any): the payout of earned units (if any) is in shares, with 50%
of such earned units redeemed after the end of year five and 25% on each of the following two
anniversaries. This deferral of any earned payouts helps mitigate the risk of short-termist behaviours toachieve hurdles, since a portion of earned TFG PSUs remain at risk through the sixth and seventh yearsof the grant; andStrong Compensation Risk Controls: in addition to risk mitigation features of the TFG PSUs, theBoard retains broad and extensive controls which are sufficient to mitigate potential risks arising from acompensation vehicle based on absolute share price appreciation. These controls include approvalauthority over: strategic and business plans; capital expenditures; return of capital to shareholders (share
repurchases and dividends); as well as M&A transactions in excess of $250 million.
Thoughtful, Deliberate Board Process: initial design and development of the Transformational Grant
began in the Fall of 2021, with continued refinement and enhancement throughout 2022 until the grant
date. As stated earlier, the TOCC and its compensation and legal advisors, together with Management
and its compensation advisor, reviewed a number of market precedents involving roughly similar structures.
The TFG PSU terms were consciously structured, and the overall grant sized, to avoid egregious terms
present in some of the market precedents, while also incorporating more rigorous terms than those in themarket precedents which received shareholder support, including features such as the; grant sizing;
inclusion of the broader senior leadership team; 40-trading day hurdle test; five-year service period;
treatment in end of employment scenarios; post-performance staggered release; and risk mitigation
features/controls.

100 days over the last five years. Overall, the TFG PSU hurdles represent a meaningful stretch which, if
achieved at the level of the fourth hurdle, would result in a tripling of Magna’s market capitalization from thebaseline value, for the benefit of all shareholders.
TFG PSU grants were generally only made to NEOs and other senior leaders with an expected employment
timeframe of at least five years prior to retirement. Accordingly, only the three NEOs listed in the table below,
together with 14 other senior leaders, were granted TFG PSUs.

NAME
Seetarama S. Kotagiri

TFG PSUS(#)

AGGREGATE GRANT
VALUE
($)

548,847

15,000,000

Patrick W.D. McCann

109,769

3,000,000

Eric J. Wilds

109,769

3,000,000

All other senior leadership team (N=14)

969,633

26,500,000

1,738,018

47,500,000

Total

As of the date of this report, none of the hurdles had been achieved and, given the rigour of the hurdles, wedon’t expect any hurdles to be achieved easily or quickly.

Total 2022 CEO Compensation
Core compensation for Magna’s CEO during 2022, Seetarama S. Kotagiri, consisted of a low base salary, a profitdriven STI, as well as LTIs tied to value-creation on both an absolute basis and relative to industry peers. Mr. Kotagiri’sbase salary and target STI represented 40% of his target TDC of $15.0 million (excluding the special grant of TFG PSUs),
with target LTI values representing 60% of such target TDC.
TARGET TDC
CORE COMPENSATION($)
Base Salary

ACTUAL TDC($)

325,000

325,000

STI

5,475,000

3,446,000

LTIs (at target)
ROIC PSUsrTSR PSUs
Stock Options

3,680,000
1,840,000
3,680,000

3,680,000
1,840,000
3,680,000

15,000,000

12,971,000

Special TFG PSU Grant—

15,000,000

Total

15,000,000

27,971,000

Sub-Total

In-line with compensation governance best practices, the TOCC engaged its independent compensation advisor toperform a “realized/realizable” compensation analysis of Mr. Kotagiri’s 2022 compensation to assist the TOCC in
assessing pay outcomes. Realized/realizable compensation provides an indication of how the different elements ofcompensation are actually performing as of a point in time. The summary below shows realized and realizable
compensation values relative to both target TDC and actual TDC. Recognizing that the TFG PSUs are a non-recurring
element of compensation with a five-year performance period, the table below separately shows realized/realizable
compensation with the full grant value of Mr. Kotagiri’s TFG PSUs, one-fifth (20%) of such grant value, as well as
target TDC under the core compensation program without the TFG PSUs. In all three of these scenarios, realized/
realizable values are significantly lower than target TDC as a result of below-target STI values, below-target performance
multipliers for the rTSR PSUs, out-of-the-money stock options and non-attainment of TFG PSU hurdles.

40

Business of the Meeting

YEAR
2022 (Full TFG)
2022 (Amort. TFG)
2022 (No TFG)
2021(5)OF

12/31/2022($)
6,548,000
6,548,000
6,548,000
6,108,000

CUMULATIVE
TSR(3)
(%)
-28.6
-28.6
-28.6
-16.8

ROIC(4)
(%)
11.6
11.6
11.6
13.3

Notes:
1.
Target TDC includes base salary, target STI and target LTIs.
2.
Actual TDC includes base salary, actual STI and target LTIs.
3.
Represents cumulative total shareholder returns, assuming reinvestment of dividends, for the period from January 1 to December 31, 2022.
4.
Represents annual ROIC for purposes of the ROIC PSUs.
5.
Excludes the $2.0 million RSU award granted in 2020.

Pay for Performance
The Say on Pay vote at the Meeting represents your opportunity to express to us your view as to whether the company’s
approach to executive compensation generates outcomes that are justified by Magna’s performance. There is no
single way of assessing the relationship between pay and performance, nor any one metric on its own that can convey
a complete picture as to such relationship. However, in light of the general alignment between pay and performanceas depicted in the graph below including after taking into account Magna’s CEO compensation with the amortized andfull grant amounts of the TFG PSUs, as well as the core compensation excluding the TFG PSUs, we are satisfied thatcompensation outcomes are reasonably aligned with performance.
Compensation Peers vs. Magna

Caterpillar

100%

Corning

3-Year Total Compensation Rank

90%

HoneywellEaton Corp

80%

ITW
W
Deere & Co

70%

Magna (Full TFG)

Parker‐Hannifin
nnif

60%

Goodyear
Emersonerrso Electric

50%

BorgWarner
War
W
40%

Jabil
Johnson Controls

30%

Aptiv
20%

Lear

Magna (Amort. TFG)
Adient10%

Magna (No TFG)
0%
0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

3‐Year TSR Performance Rank

The graph above depicts the alignment between CEO compensation and TSR performance against the companies in
Magna’s executive compensation peer group, which is used to set compensation. The executive compensation peergroup reflects companies that are close to Magna in size and scale across multiple metrics. We have also considered
pay for performance alignment in relation to Magna’s rTSR peer group used in assessing performance and payouts of thecompany’s rTSR PSUs. The peers in the rTSR peer group reflect companies that reflect industry competitors forinvestment capital and talent, but differ in size, scale and other respects. Both the graph above, as well as a similar
analysis using the rTSR peer group, demonstrate general alignment between pay and performance over a three-year
period.

In Closing
At Magna’s May 11, 2023 annual meeting, you will have the opportunity to express your views on Magna’s approach to
executive compensation through the advisory Say on Pay vote. In casting your vote, we trust that you will carefully
consider the perspectives we have shared in this report, and we look forward to your support on Magna’s Say on Pay
resolution.
Dr. Indira V. Samarasekera(Committee Chair)

William A. Ruh

Lisa S. Westlake

Business of the Meeting

41

COMPENSATION/PERFORMANCE

Seetarama S.
KotagiriACTUAL
TDC(2)($)
27,971,000
15,971,000
12,971,000
10,870,000

TARGET
TDC(1)($)
30,000,000
18,000,000
15,000,000
12,000,000

CHANGE IN REALIZED/REALIZABLE PAY
VS.
VS. ACTUALTARGET TDC
TDC
(%)
(%)
-78.2
-76.5
-63.6
-59.0
-56.3
-49.5
-49.1
-43.8

BUSINESS OF THE
MEETINGREALIZED/REALIZABLEVALUE AS

Compensation Discussion &Analysis
Key Terms Used in This Section
CD&A:

the Compensation Discussion & Analysis section of this Circular

executive compensation peer group:

the group of companies discussed in Section B of this CD&A, against
which the compensation of our Executives is compared or
benchmarked

Fasken:the Board’s independent legal advisor, Fasken Martineau
DuMoulin LLP

Hugessen:the Board’s independent compensation advisor, Hugessen Consulting

LTIs:

long-term incentives primarily in the form of PSUs and stock options

Named Executive Officers or NEOs:

our five most highly compensated executive officers

Pre-Tax Profit:

Income from operations before income taxes

PSUs:

performance stock units

ROIC:

the company’s return on invested capital, calculated as set forth in
Section C of this CD&A

RSUs:

restricted stock units

rTSR

TSR, relative to the rTSR peer grouprTSR peer group:

the group of companies discussed in Section B of this CD&A, against
which Magna’s rTSR is measured in connection with the company’s
rTSR PSUs

STI

short-term incentive in the form of a cash profit sharing bonus

TDC

total direct compensation

TFG PSUs

the special, non-recurring Transformational Grant PSUs granted in
September 2022 to incent the long-term, strategic transformation of
Magna

TSR:

Total Shareholder Return

Section Summary
This CD&A is divided into the following sections:
SECTIONDESCRIPTION
Discusses the role of compensation in our corporate culture and the objectives of our executive
compensation program and other matters

43

B

Addresses the Board’s responsibility for executive compensation, as well as the scope of the TOCC’s roleand discusses the TOCC’s process for making compensation decisions

45

C

Provides an overview and detailed description of the elements of our executive compensation program

48

D

Describes our compensation risk mitigation practices

58

The Summary Compensation Table follows on page 59.

42

PAGE

A

Business of the Meeting

A. Compensation Philosophy & Objectives
Corporate Culture and Compensation

Magna is committed to an operating philosophy based on fairness and concern for people. This philosophy is part ofour “Fair Enterprise” culture in which employees and management share the responsibility to help ensure our success.
Our Employee’s Charter sets out this philosophy through the following fundamental principles:
◾
◾
◾
◾
◾
◾
◾

job security;
safe and healthful workplace;fair treatment;competitive wages and benefits;
employee equity and profit participation;communication and information; andan employee hotline.

Our commitments to employees in respect of each of the above principles is described in more detail in our Annual
Information Form / Annual Report on Form 40-F filed concurrently with this Circular.
Two of the above principles in the Employee’s Charter directly address employee compensation:
Competitive Wages and Benefits: we are committed to providing our employees with information that enables
them to compare their total compensation, including wages and benefits, with those earned by employees of directcompetitors and local companies with which our subsidiaries compete for employees. Where an employee’s
compensation is found not to be competitive, it will be adjusted.
Employee Equity and Profit Participation: we believe that our employees should share in our financial successthrough profit sharing by participating employees. In addition to rewarding employees for their contribution to our
success, this assists them in saving for retirement since a portion of the profit-sharing bonus is deferred into
employee-directed retirement savings funds within our U.S. 401(k) plan, Canadian group RRSP and similararrangements elsewhere.

Executive Compensation Philosophy
Magna’s strategy is to create long-term value for shareholders through continued growth and success as a leading
global automotive supplier and mobility technology company. We operate a complex business in a highly competitive,
cyclical, lean manufacturing industry in which disciplined cost management, manufacturing excellence, effective program
management, as well as constant innovation are critical to short-term profitability. At the same time, the automotive
industry is undergoing significant change, including through the accelerating importance of powertrain electrification,
software/electronics, vehicle autonomy and new mobility concepts. Realizing value from these opportunities will, among
other things, require careful capital allocation decisions, disciplined acquisition and investment choices, andexpenditures on innovation/R&D, which may not generate immediate returns and may adversely impact payouts under
the STI’s and some of the LTI’s in Magna’s core executive compensation system. Accordingly specific elements ofcompensation may evolve in the future as the company’s business and industry continue to evolve.

Business of the Meeting

43

BUSINESS OF THE
MEETING

Approach to Employee Compensation

CD&A

Our unique, entrepreneurial corporate culture seeks to balance the interests of key stakeholders, such as shareholders,
employees and management, including by establishing a framework for each such type of stakeholder to share in our
profitability. We believe that our corporate culture has been a critical factor in our past growth and success and expect itwill continue to be a critical factor in our ability to create long-term shareholder value. In particular, the employee andmanagement profit sharing elements of our culture have proven to be essential to our ability to attract and retain ourskilled, entrepreneurial employees and managers, as well as to create effective incentives for them to achieve strong
performance in a cyclical and highly competitive industry.

Magna’s compensation framework has been structured to promote effective short- and long-term decision-making in
the above context through balanced incentives aimed at profitable growth in a lean manufacturing business, as well as
long-term value creation in a rapidly evolving industry. Some of the ways we seek to achieve these objectives include:
Compensation Framework Feature
Minimal fixed compensation

Performance-conditioned profit
sharing bonus / STI

Performance-conditioned
multi-metric LTI

PurposeLow base salaries and highly variable compensation help create an owner’s mindset◾
◾

Motivates managers to achieve consistent profitability in order to maintain consistentcompensation◾

Incents profit growth to grow compensation
Promotes entrepreneurialism◾
◾

Drives strong managerial focus on lean/efficient operations through effective managementof costs◾

Connects compensation to the operational impact of everyday decisions
ROIC PSUs incent efficient capital allocation and value creation◾
◾

rTSR PSUs create sensitivity to stock market performance and return of capital toshareholders, in the form of dividends, as well as alignment with shareholders◾

TFG PSUs promote strategic transformation by incenting actions that generate sustainable,
long-term growth in equity values◾

Capped PSU payouts help mitigate risk by promoting responsible decision-making anddiscouraging excessive risk-taking◾

No pensions◾

Share maintenance requirement◾

Stock options incent absolute TSR growth
Reinforces an owner’s mindset and incents long-term growth in equity value as a pensionalternative
Reinforces an owner’s mindset◾

Alignment with shareholders◾
◾

Helps mitigate risk
Substantially consistent with those of other employees in the same office/jurisdiction

Benefits

Additionally, all compensation systems must be successful in attracting, motivating and retaining world-class managers.
We seek to provide executives with competitive compensation packages, including the opportunity to achieve superior
compensation for superior performance. The next section of this CD&A describes the process through which
compensation decisions are made, including compensation benchmarking practices we use to help structure competitivecompensation packages.
As discussed earlier, the profit sharing elements of our executive compensation program were developed within thecontext of an entrepreneurial culture that, by definition, requires some degree of risk-taking in order to achieve growth.
Recognizing that the consequences of excessive risk-taking may be felt most acutely by shareholders, our executive
compensation program seeks to encourage and reward responsible business decision-making and reasonable risktaking. We seek to achieve this through a variety of methods, which are discussed in Section D of this CD&A.

44

Business of the Meeting

B. Compensation Decision-Making: Responsibility and Process
Role of Our Board
Our Board oversees our system of executive compensation including by satisfying itself that our system is effective inattracting, retaining and motivating skilled executives who can achieve our strategic objectives. The Board also annuallyassesses the company’s performance and that of the Chief Executive Officer in relation to predefined objectives
approved by the Board.

The Board has delegated to the TOCC responsibility for annually reviewing, considering and making recommendations
related to executive compensation matters generally. More specifically, the TOCC has been delegated responsibility formaking recommendations with respect to the application of our executive compensation program to members of
Executive Management, including the NEOs discussed in this CD&A.

CD&A

Role of the TOCC

While some NEOs, such as our Chief Executive Officer and Chief Financial Officer, are usually invited to participate in
TOCC meetings, final compensation decisions affecting NEOs are typically made by the TOCC without any NEOs present
in order to ensure the independence of the decision-making process.

The TOCC looks to the Chief Executive Officer to assess the performance, and make recommendations regarding
target compensation levels, of his direct reports. Such performance assessments are considered by the TOCC in thecontext of LTI awards to members of Executive Management, as well as proposed compensation setting and LTI awards
for such executives. The TOCC also looks to the Chief Executive Officer to put forward his general recommendation
regarding LTI awards for other proposed recipients.

Role of the Independent Advisors
In reviewing, considering and making recommendations on executive compensation matters, the TOCC considers theadvice of the Board’s independent advisors, Hugessen and Fasken, including through in camera sessions as part of eachof the TOCC’s meetings attended by them.
Hugessen has acted as the Board’s compensation advisor since December 2012 and only provides board-side advice.
One or more representatives of Hugessen are invited to attend TOCC meetings at which executive compensation
matters are discussed. On executive compensation matters, Hugessen reports directly to and seeks its instructions
directly from the TOCC, communicating as needed directly with the TOCC Chair between meetings.
The scope of Hugessen’s services generally includes advice related to executive and director compensation program
structure and design, benchmarking data and observations, as well as pay for performance analytics. In addition,
Hugessen provides contextual information relating to compensation best practices and emerging trends. The services
provided by Hugessen in 2022 included:
◾
◾
◾
◾
◾
◾

analysis of Magna’s NEO compensation, including pay for performance considerations;advice, analysis and considerations related to 2022 compensation decisions including those discussed in theCompensation and Performance Report earlier in this Circular;consideration of and recommendations related to 2022 target compensation levels;
advice related to LTIs, particularly the design, structure and quanta of TFG PSUs;
ongoing review and advice on compensation recommendations presented for TOCC approval; anddirector compensation benchmarking review.

Hugessen’s advice was only one of a number of factors (discussed below) that were reviewed and considered by the
TOCC in making its executive compensation recommendations to the Board.
The fees billed by Hugessen for the services it provided in 2022 and 2021 were as set forth below.
DESCRIPTION OF SERVICES
Executive and director compensation advisory services
All other services for Magna
Total

2022

2021

(C$)

(%)

(C$)

(%)

287,000

100

107,000

100

NIL

NIL

NIL

NIL

287,000

100

107,000

100

Business of the Meeting

45

BUSINESS OF THE
MEETING

Role of Our Chief Executive Officer

TOCC Considers a Wide Range of Factors in its Executive Compensation Decisions
In connection with executive compensation decisions, the TOCC will normally consider a wide range of factors, including:
◾
◾
◾
◾
◾
◾
◾
◾
◾
◾
◾
◾
◾
◾
◾

Magna’s core operating and compensation philosophies and principles;alignment of management, employee and shareholder interests to create long-term shareholder value;
our financial, operating, stock price, ROIC, TSR and rTSR performance;long-term strategic objectives;compensation risk considerations;compensation benchmarking data;
pay for performance alignment data;
individual executive performance;
performance of prior LTI grants;
the recommendations of our Chief Executive Officer with respect to his direct reports;
the advice and recommendations of the TOCC’s independent advisors;
accounting impact and potential dilution to shareholders from equity compensation;
feedback received from shareholders and other stakeholders;
general information relating to executive compensation trends and developments; andretention, succession and other relevant considerations.

In making recommendations to the Board, the TOCC does not rely solely on any one of the above or other factors.

Application of Measured Discretion
The Board through the TOCC, maintains authority over target TDC levels, the form and respective proportions of STIs
and LTIs, as well as the performance goals/targets applied to LTI compensation. Situations requiring application of
measured discretion may arise from time to time with respect to the calculation of the bonus base for profit sharing,
the ROIC PSUs or rTSR PSUs. Additionally, the Board and Executive Management have a common understanding that,as part of the Board’s review of the terms of any proposed material acquisition or disposition, the TOCC will work with
Executive Management to identify potential changes to executives’ current employment contract terms, including profit
sharing percentages, to ensure that executive compensation arrangements remain appropriate following suchtransactions.

Target Compensation Setting
Under Magna’s executive compensation framework, the Board, through the TOCC, determines target TDC for the Chief
Executive Officer, who proposes target TDC levels for his direct reports. The TOCC assesses proposed target TDC
levels in the context of the various factors described above and determines the target amounts to be granted in the formof long-term equity, based on a 60%/40% equity/cash split for the Chief Executive Officer and a 55%/45% split for the
Chief Financial Officer. The equity/cash split for other members of Executive Management varies from 50%/50% to 40%/
60% depending on the role. Target TDC for each NEO in 2022 was as set forth in the table below. Since the TFG
PSUs discussed in the Compensation & Performance Report earlier in this Circular are a special, non-recurring grantwith a five-year performance period, the table separately shows target TDC with the full grant value of the TFG PSUs, onefifth (20%) of such grant value, as well as target TDC under the core compensation system without the TFG PSUs.

NAME

TARGET TDC(NO TFG)($)

TARGET TDC(AMORT. TFG)($)

TARGET TDC(FULL TFG)($)

Seetarama S. Kotagiri

15,000,000

18,000,000

30,000,000

Patrick W.D. McCann

2,700,000

3,300,000

5,200,000

Vincent J. Galifi

8,000,000

8,000,000

8,000,000

Tommy J. Skudutis

8,000,000

8,000,000

8,000,000

Eric J. Wilds

2,700,000

3,300,000

5,200,000

Executive Compensation Peer GroupIn assessing target TDC levels for members of Executive Management, the TOCC considers benchmarking data from
Magna’s executive compensation peer group. Such data provides the TOCC with a basis for determining Magna’s pay
for performance, including through “back-testing” of realizable pay. It also serves as a market reference point insetting compensation within a reasonable competitive range.
Magna’s executive compensation peer group currently consists of 15 companies from a broad comparator universe
composed primarily of North American public companies that are direct automotive industry peers, as well as capital

46

Business of the Meetinggoods and technology hardware/equipment comparables. The broad universe of comparator companies was identified
and screened by Hugessen based on a range of 1/5x to 5x Magna’s Total Revenue and Total Enterprise Value (“TEV”).
Magna’s executive compensation peer group was refreshed early in 2022 to streamline the peer group (from 17 to 15) andincorporate relevant technology comparables in light of Magna’s increasing deployment of capital in areas such as
electrification, ADAS and new mobility.
CAPITAL GOODS

Adient plc

Caterpillar Inc.

Aptiv plc

Deere & Company

BorgWarner Inc.

Eaton Corp.

Lear Corporation

Emerson Electric Co.

The Goodyear Tire & Rubber Company

Honeywell International Inc.

CD&A

AUTOMOTIVE

Illinois Tool Works Inc.
Johnson Controls Inc.
Parker-Hannifin Corporation
TECHNOLOGY HARDWARE & EQUIPMENT
Corning Incorporated
Jabil Inc.

ADDITIONS

BUSINESS OF THE
MEETING

The following changes from 2021 are reflected in the refreshed peer group based on relevance:
DELETIONS

Adient plc

Cummins Inc.

Corning Incorporated

Ingersoll Rand Inc.

Jabil Inc.

PACCAR Inc.
Raytheon Technologies Corporation
Stanley Black & Decker, Inc.

rTSR Peer GroupThe TOCC also uses a peer group against which performance is assessed for purposes of the rTSR PSUs. The rTSR
peer group consists of 10 automotive suppliers selected from a comparator universe of publicly traded North Americancompanies in the automotive industry. The selected peers are considered to be Magna’s most direct competitors forbusiness and investor capital, based on such factors as coverage by equity research analysts, as well as inclusion inindustry indices and in the peer groups of peer companies. The rTSR peer group also contains the following, each ofwhich counts as the equivalent of a single company within the peer group:◾
◾
◾

a composite peer consisting of the two publicly traded, North American automobile OEMs;a composite peer consisting of three publicly traded European automotive suppliers; andthe S&P500 index.

With the exception of the removal of Tenneco Inc. following completion of its acquisition by Apollo Funds in November
2022, the peer group remains substantially unchanged from 2021 and currently consists of the following:rTSR PEER GROUP
Adient plc

Gentex Corp.

American Axle Manufacturing & Holdings Inc.

Lear Corp.

Autoliv, Inc.

Linamar Corp.

BorgWarner Inc.

Martinrea International Inc.

Dana Incorporated

Visteon Corp.

Ford / General Motors (Composite Peer)Continental / Forvia / Valeo (Composite Peer)S&P 500 Index

Business of the Meeting47

C. Elements of Magna’s 2022 Executive Compensation Program
2022 NEOs

Magna’s Named Executive Officers in 2022 were:◾

Seetarama S. Kotagiri

Chief Executive Officer◾

Patrick W.D. McCann

Chief Financial Officer◾

Vincent J. Galifi

President◾

Tommy J. Skudutis

Chief Operating Officer◾

Eric J. Wilds

Chief Sales & Marketing Officer

Effective January 1, 2022, Mr. McCann was appointed Chief Financial Officer and
Mr. Galifi was appointed President. Mr. McCann is a new NEO for 2022.

Employment Contracts

Overview

Each NEO is subject to an employment agreement that specifies various key terms,
including:◾

target total TDC, as well as base salary, STI percentage and target LTI values;◾

standard benefits to be provided;◾

compensation claw-back terms;◾

the securities maintenance amount applicable to the executive; and◾

terms applicable in different end of employment scenarios.

Our 2022 compensation program for the NEOs consisted of the following elements:

1
Base
Salary2
Short-Term
Incentive

3Long-Term
Incentives

4
Beneﬁts1.

We maintain base salaries for NEOs that are positioned significantly below base salaries
in our executive compensation peer group. These low base salaries are intended to:Base Salaries:◾

maximize the incentive for each executive to pursue profitability for the benefit of allof Magna’s stakeholders;
reinforce the link between executive pay and corporate performance; andreflect and reinforce our entrepreneurial corporate culture.

◾
◾

During 2022, the NEOs received identical base salaries of $325,000.

2.
Short-Term
Incentive

48

NAME

BASE SALARY($)

Seetarama S. Kotagiri

325,000

Patrick W.D. McCann

325,000

Vincent J. Galifi

325,000

Tommy J. Skudutis

325,000

Eric J. Wilds

325,000

The STI for each NEO is an annual profit sharing bonus, which ordinarily is completely“at-risk” and capped at 200% of the target STI value. In order to create maximum
incentive to achieve profitability, the profit sharing bonus is earned from the first dollar of
profit. The Compensation & Performance Report earlier in this Circular contains a
discussion of compensation decisions resulting in adjustments to the Pre-Tax Profit
bonus base on which STIs are calculated.

Business of the Meeting

STI payouts for the NEOs in respect of 2022 were as set forth in the table below.

STI
($)

Seetarama S. Kotagiri

0.25253,446,000

Patrick W.D. McCann

0.0520710,000

0.15100.15102,061,000

Eric J. Wilds

0.0520710,000

1,365,000,000

2,061,000

Recognition of Individual
and Team Performance

An NEO’s profit share reflects a number of factors specific to the individual, including
nature of the role, seniority/tenure and other factors. However, the direct link to
Magna’s profits ultimately reflects Magna’s overall performance.

TOCC Discretion Over
Profit Shares

The TOCC maintains discretion over certain factors that may impact the calculation of
Pre-Tax Profit for compensation purposes, as well as the discretion to adjust NEOs’profit sharing percentages without advance notice. In addition, in conjunction with theBoard’s approval of a material acquisition or disposition, the TOCC may equitably
adjust profit sharing percentages to ensure executive compensation arrangements
remain appropriate following any such transaction.

STI Paid in Quarterly
Installments

The STI paid to NEOs is paid in installments. Installments for the first three fiscal
quarters of each year are normally paid following the end of each fiscal quarter, basedon our year-to-date profits. Following the end of each fiscal year, we calculate theprofit sharing bonus to which each NEO is entitled for that fiscal year, subtract the
installments paid for the first three quarters and pay the difference as the final
installment.

3.

Core LTIs for most of the NEOs consist of ROIC PSUs, rTSR PSUs and regular stock
options. The three-part LTI is structured to reward a broad range of value-creating
behaviour using multiple metrics. With one exception discussed below, a majority(60%) of the total value granted by the TOCC in the form of core LTIs in respect of2022 was in the form of performance-conditioned PSUs, the maximum realizable
number of which is capped at 200% of target. The PSUs are completely “at risk” since
performance below specified thresholds can result in no PSUs being paid out.

Long-Term
Incentives:

As an exception to the above, in connection with transitional arrangements towards
retirement, Mr. Galifi’s 2022 LTI’s consisted of time-based RSUs and stock options,each with grant values of $2,200,000.
Core LTIs granted to NEOs in respect of 2022 were as set forth in the table below.
NAME

Seetarama S. Kotagiri
Patrick W.D. McCann
Vincent J. Galifi
Tommy J. Skudutis
Eric J. Wilds

ROIC PSUS($/#)
3,680,000
44,997500,000
6,114
NIL
NIL
1,760,000
21,520500,000
6,114

rTSR PSUS($/#)
1,840,000
22,499250,000
3,057
NIL
NIL
880,000
10,760250,000
3,057

RSUS
($/#)
NIL
NIL
NIL
NIL
2,200,000
26,901
NIL
NIL
NIL
NIL

STOCK OPTIONS($/#)
3,680,000
190,614500,000
25,8992,200,000
113,954
1,760,000
91,163500,000
25,899AGGREGATECORE LTI($)
9,200,000(1)1,250,000
4,400,000
4,400,000
1,250,000

In addition to their core LTIs, certain of the NEOs received the special, non-recurring
grant of TFG PSUs discussed in detail in the Compensation & Performance Report
earlier in this Circular.

Business of the Meeting

49

CD&A

Vincent J. Galifi
Tommy J. Skudutis

BUSINESS OF THE
MEETINGPROFIT SHARE(%)

ADJUSTED
PRE-TAX PROFITBONUS BASE
($)

NAME

TFG PSUS($/#)
15,000,000
548,847
3,000,000
109,769
3,000,000
109,769

Seetarama S. Kotagiri
Patrick W.D. McCann
Eric J. Wilds

ROIC PSUs

The ROIC PSUs are intended to incent and reward capital-efficient value creation over athree-year performance period. The performance period for the ROIC PSUs granted in
respect of 2022 is January 1, 2022 to December 31, 2024.
The number of ROIC PSUs realized by an NEO following the performance perioddepends on the target number granted, Magna’s return on invested capital performancein relation to its cost of capital and the payout scale approved by the TOCC. The
maximum number of ROIC PSUs that can be realized is capped at 200% of target, but
no PSUs may ultimately be earned if ROIC performance falls below the payout
threshold.
The dollar value of compensation realized by an NEO following the performance period
will depend on the final number of ROIC PSUs paid out, as well as the trading price of
our Common Shares.
When ROIC PSUs are redeemed following the performance period, we deliver Common
Shares acquired on the market under our share repurchase program, with dividends
paid in cash based on the final number of ROIC PSUs.
ROIC is defined as:
ROIC is calculated as A ÷ B, where:
A = (Net Income before Interest and Income Taxes − Equity Income) multiplied by(1 − assumed Tax Rate of 25%), plus Equity Income
B = Total Assets (excluding Cash, Deferred Tax Assets and Operating Lease Right of
Use Assets) less Current Liabilities (excluding Short-term Borrowings, Long-term Debt
due within one-year and Current portion of Operating Lease Liabilities)
The TOCC may exercise discretion to address various situations in order to ensure
consistency and comparability in ROIC goal-setting and measurement. Such an
adjustment was made by the TOCC, in respect of 2022 ROIC, as discussed in theCompensation and Performance Report in this Circular.
The table below sets forth the payout scale for the ROIC PSUs (interpolation applies forpoints between the payout levels). The payout scale for the ROIC PSUs remains
unchanged from 2021.
PERFORMANCE LEVEL
Maximum
TargetThreshold (Cost of Capital)
Below Threshold

ROIC
(%)
19.0
13.5 to 14.5
9–

PAYOUT(% OF TARGET)
200
100
50
0

As an exception to the foregoing payout scale, if Magna’s ROIC (determined in themanner discussed below) is below the Threshold / Cost of Capital but three-year rTSR
as determined for purposes of the rTSR PSUs is greater than or equal to the 55th
percentile of the rTSR peer group, then 50% of the target number of ROIC PSUs will be
paid out.

50

Business of the Meeting

The rTSR PSUs are intended to incent and reward creation of shareholder value, relative
to the companies in our rTSR peer group. The performance period for the rTSR PSUs
granted in respect of 2022 is January 1, 2022 to December 31, 2024.
The number of rTSR PSUs realized by an NEO following the performance perioddepends on the target number granted, Magna’s three-year rTSR performance and thepayout scale approved by the TOCC. The number of rTSR PSUs that can be realized iscapped at 200% of target, and no rTSR PSUs would be paid for rTSR performance
below the 25th percentile of the rTSR peer group. The dollar value of compensation
realized by an NEO following the performance period will depend on the final number ofrTSR PSUs paid out, as well as the trading price of our Common Shares. When rTSR
PSUs are redeemed following the performance period, we deliver Common Sharesacquired on the market under our share repurchase program, with dividends paid in
cash based on the final number of rTSR PSUs.
The table below sets forth the payout scale for the rTSR PSUs (interpolation applies forpoints between the payout levels). The payout scale for the rTSR PSUs remains
unchanged from 2021.
THREE-YEAR
rTSR(PERCENTILE)

PAYOUT(% OF TARGET)

>75th

200

Above Target

th

65

150

Target50th

100

Below Target

35th

50

th

0

PERFORMANCE LEVEL
Maximum

Threshold<25

As an exception to the foregoing payout scale, if the company’s three-year rTSR isgreater than the target level, thus demonstrating value creation, but absolute three-year
TSR is negative, the number of rTSR PSUs paid out will be capped at the target level.
This feature recognizes that payouts should not exceed target where shareholders haveexperienced a deterioration in the absolute value of their holdings.

Stock Options

Stock options serve as a tool to incent absolute share price returns over the medium tolong term (three to seven years). Magna’s stock options vest in equal one-third tranches
on the first three anniversaries of the grant date and expire on the seventh anniversary of
the grant date. The TOCC is committed to responsible option granting practices,
including by maintaining annual option grants to all participants below 1% of our issued
and outstanding shares. Options are not priced during trading blackouts and are
granted at an exercise price equal to market price on the NYSE.
Stock options are typically granted in late February or early March of a year. Stock
options in respect of 2022 compensation were granted on February 14, 2022, at an
exercise price of $75.71.
Stock option grants are made under our 2009 Incentive Stock Option Plan, which wasapproved by shareholders in May 2010. The 2009 Option Plan is discussed in further
detail under “Incentive Plans and Awards”.

Business of the Meeting

51

BUSINESS OF THE
MEETINGrTSR PSUs

CD&A

Since Magna operates in a cyclical industry, we average the implied payout for each of
the three individual years of the performance period to determine the actual ROIC PSU
payout. This means that a year of ROIC performance that is below our cost of capitalwill count as 0% in the payout calculation, but cannot be a negative percentage. The
effect of this is that the ROIC PSU payout will not directly correspond to our three-year
compound average ROIC. By calculating ROIC PSU payout based on the average
implied payouts for each of the years of the performance period, extreme outlier years
cannot have a disproportionate impact on the payout calculation. The feature also
operates to place a cap on ROIC performance above the maximum level, thus
preventing positive outlier years from having a disproportionate impact on the payout
calculation.

If an NEO ceases to be employed by Magna (including any affiliates) within one year
following the date of a stock option exercise, they must hold shares with a market value(at the exercise date) equal to the net after-tax gain until the one-year anniversary of theexercise date.

TFG PSUs

The TFG PSUs are intended to incent the company’s transformation at a time ofsignificant change and disruption in the automotive industry. Magna is pivoting its
product portfolio towards higher-growth areas closely aligned with the “car of the
future,” investing heavily in areas such as electrification and advanced driver assistancesystems, as well as spending on initiatives in digitization, advanced manufacturing, andautomation. As the scale of investments and expenditures needed to achieve thisstrategic transformation can significantly reduce both short- and long-termcompensation under the core executive compensation system, TFG PSUs have been
structured to maintain executive focus on long-term value creation for the benefit of allshareholders over a performance period running from September 22, 2022, toDecember 31, 2027, as well as a further two-year post-performance release period.
Key features of the TFG PSUs include the following:◾

grants reflect a reasonable incentive opportunity (one-year’s target TDC);◾

recipients comprise the broad leadership team, not just the CEO to promotealignment and retention of the whole team;◾

fair value sharing ratio of 99:1 in favour of shareholders;◾

completely “at-risk” over a five-year performance period;◾

directly aligned with the interests of shareholders as vesting tranches are linked tosustained attainment of four stock price hurdles, which represent 50%, 100%,
150% and 200% increases over the baseline stock price at the time the grant was
made;

◾

differentiated hurdle weighting to reflect the higher statistical probability of
attainment of the first hurdle and reduce the potential for excessive risk-taking at
the level of the fourth hurdle;◾

stringent service conditions generally requiring grant recipients to remain employed
in good standing throughout the entire performance period for PSUs to vest;◾

deferred payouts of earned TFG PSUs (if any), with 50% of such earned units
redeemed after the end of year five and 25% on each of the following two
anniversaries;◾

potential compensation risks are mitigated by design features and Board controls;
and◾

the TFG PSUs were developed through a thoughtful, deliberate Board process.

The number of TFG PSUs realized by an NEO, if any, following the end of theperformance period will depend on the number of TFG PSUs granted to the NEO as
well as Magna’s stock price performance over the performance period. TFG PSUs havebeen structured in four vesting tranches, and will vest only if Magna’s closing trading
prices on the NYSE (on average, over 40 trading days) exceed the stock price hurdle foreach vesting tranche.

52

Business of the Meeting

The baseline stock price for the TFG PSUs at the date of grant based on the 20-day
volume-weighted average trading price on NYSE was $57.07, representing a premiumof approximately 7% to the $53.17 closing price on the day prior to grant. In light of thebaseline stock price, the corresponding hurdle levels are as set forth in the table below.
If a stock price hurdle is not achieved within the performance period, none of the PSUs
associated with such hurdle will be earned.
PERFORMANCE HURDLESVESTING
STOCK PRICE HURDLE($)

PROPORTION OF PSUSASSOCIATED WITH HURDLE
(%)

1

+50

85.61

20

2

+100

114.14

30

3

+150

142.68

30

4

+200

171.2120

HURDLE NUMBER

CD&A

INCREASE VS. BASELINESTOCK PRICE(%)

Eligibility to receive a payout of any earned TFG PSUs is subject to a five-year minimum
service period, such that recipients must generally remain employed in good standing
through the entire performance period for the award to vest.
The dollar value of compensation realized by an NEO following the performance period
will depend on the final number of TFG PSUs paid out, as well as the trading price of
our Common Shares. When TFG PSUs are redeemed following the performance period,
we will deliver Common Shares issued from treasury pursuant to the 2022 Treasury
Performance Stock Unit Plan, with dividends paid in cash based on the final number of
TFG PSUs.

Anti-Hedging
Restrictions

Executives are forbidden from engaging in activities that would enable them to improperly
profit from changes in our stock price or reduce their economic exposure to a decrease in
our stock price. Prohibited activities include “puts”, “collars”, equity swaps, hedges,
derivative transactions and any transaction aimed at limiting an executive’s exposure to aloss or risk of loss in the value of the Magna securities that he or she holds.

Automatic Securities
Disposition Plans

Executives are permitted to enter into automatic securities disposition plans (“ASDPs”),
which are also known as Rule 10b5-1 Plans. Such plans allow executives to establish aplan for the sale of Common Shares held by the executive and exercise of stock options
granted to them, subject to meeting all legal requirements applicable to such plans.
Among other things, an executive may only enter into, modify or terminate a plan while heor she is not under a trading blackout or otherwise in possession of material undisclosed
information. None of the NEOs had an ASDP in place during 2022.

4.
Benefits

Benefits provided to NEOs are the same as those provided to other employees in thesame country, with a few exceptions discussed below. As discussed earlier, Magna does
not provide a defined benefit pension plan to NEOs, consistent with our compensation
approach to employees generally.

Medical, Dental andDisability Benefits

NEOs receive the same medical, dental and disability benefits as other employees in thesame country.

Business of the Meeting

53

BUSINESS OF THE
MEETINGThe number of TFG PSUs which could vest varies across the four hurdles – the first andlast hurdles are each weighted at 20% of the award, with the second and third hurdles
each weighted at 30%. These differentiated weightings are intended to address thehigher statistical probability of achievement of the first hurdle and reduce the potential
for excessive risk taking at the level of the fourth hurdle.

Life Insurance

Other than Vincent Galifi, NEOs receive the same insurance benefits as those available toother senior managerial employees in the same country. In addition to these standard
insurance benefits, we reimbursed life insurance premiums on an insurance policy for
Vincent Galifi, which was part of a legacy compensation arrangement. During 2022, thepremium reimbursed was approximately $44,000.
Life insurance premium reimbursements are not grossed-up for income tax and are alegacy benefit that will not be offered to any additional NEOs in the future.

“Perks” are Limited

During 2022, we provided limited “perks” to NEOs, including limited access to corporate
aircraft for personal use, when not required for business purposes and subject toreimbursement of the “aggregate variable operating cost” of the personal flight. The“aggregate variable operating cost” consists of all variable costs for operating the aircraft
for the personal flight, including fuel, maintenance, customs charges, landing and handlingfees, data and communications charges and any other similar costs. Since Magna’s
variable cost is fully reimbursed, there is no disclosable perk amount in the Summary
Compensation Table.
Magna maintains corporate access privileges to the dining room, boardroom and otherfacilities of a third-party owned golf course adjacent to the company’s head office. As partof such access, NEOs may utilize the golf club’s facilities for personal use at their own
expense.

Executive Equity
Ownership
Executive Management
Equity MaintenanceRequirements

Each NEO is subject to an equity maintenance requirement set forth in his employment
contract. If an NEO’s total TDC is increased, their equity maintenance requirement also
increases, subject to a three-year period in which to achieve the new level. In assessing
compliance with the equity maintenance requirement, NEOs’ whole shares andequivalents (RSUs, as well as PSUs at target) are counted. Unexercised stock options are
not counted in determining compliance with the equity maintenance requirement. Each of
the NEOs exceeded the minimum equity maintenance requirement as ofDecember 31, 2022.

NAME

54

EQUITYMAINTENANCEREQUIREMENT($)

QUALIFYINGEQUITY(#)

VALUE OFQUALIFYING EQUITY($)

EQUITYMAINTENANCEREQUIREMENTSTATUS

Seetarama S. Kotagiri

8,000,000

330,007

19,200,000

Exceeds

Patrick W.D. McCann

1,500,000

36,8682,145,000

Exceeds

Vincent J. Galifi

4,000,000

1,063,414

61,869,000

Exceeds

Tommy J. Skudutis

4,000,000

208,072

12,106,000

Exceeds

Eric J. Wilds

1,400,000

51,5082,997,000

Exceeds

Business of the MeetingTermination/
Severance
All NEOs are entitled to 24 months’ severance (the “Notice Period”) in the event oftermination without cause. Severance payments are based on the average of an NEO’sbase salary and STIs for the 12 fiscal quarters prior to the termination.

Change in Control
Protections
Double-Trigger

We maintain “double trigger” change in control protection for our North American-based
NEOs; however, such protection does not provide any enhanced severance. The
primary benefit is the acceleration of any unvested stock options in the event that achange in control is followed by termination of employment or constructive dismissal for“good reason”. In a change in control scenario, treatment of outstanding stock options
will need to be addressed by the TOCC. Depending on the nature of the acquiror,
outstanding options could become exercisable into equity of the acquiror. However,outstanding options could also be accelerated, in which case there would be no
incremental benefit to the executive of his change in control protection.
The definition of “good reason” for purposes of the change in control protection applies
only in the event of the following:◾

a material reduction in the executive’s position, duties, authority or responsibilities;◾

Magna requiring the executive to work at a location that is more than 100 kms from
where he is based at the time of the change in control; or◾

any other action that would constitute constructive dismissal at law.

Business of the Meeting

55

CD&A

A summary showing the treatment of each compensation element in different
termination scenarios is set forth below under “Summary of Treatment of Compensation
on Resignation, Retirement, Termination or Change in Control”.

BUSINESS OF THE
MEETING

Termination/Severance
Payments Are Limited
to a Maximum of 24
Months Compensation

Summary of Treatmentof Compensation on Resignation,
Retirement, Termination,
or Change in Control

Element ofCompensation
Base Salary

Resignation
Pro-rated to effectivedate
Pro-rated to effective
date

Retirement
Pro-rated to effectivedate
Pro-rated to effective
date

ROIC PSUs and rTSR
PSUs

Forfeiture ofunredeemed PSUs.

TFG PSUs

Forfeiture ofunredeemed PSUs

Stock Options

Unvested andunexercised options
expire on earlier of
option expiry date andthree months after
effective date ofresignation.

RSUs

Unredeemed RSUs areforfeited in the event ofvoluntary resignation.

PSUs granted incomplete years prior to
the termination date
are redeemed on theregular payout date,subject to performance
conditions establishedat time of grant (0% to200%). PSUs granted
in year of retirement
are redeemed on
regular payout date,subject to performance
conditions establishedat time of grant (0% to200%) and pro ration
to reflect the proportion
ot the year worked.
PSUs associated witha hurdle that has beenachieved will be paidout in accordance withterms established attime of grant, subject
to pro ration to reflect
the proportion of theperformance period
workedUnvested andunexercised options
expire on earlier of
option expiry date andthree years after
effective date ofretirement. Option
expiry is not
accelerated where
NEO has been
designated to be a
“Good Leaver”.(2)RSUs are redeemed on
regular redemption
date.

Benefits & Perks
Pension

None
None

None
None

Annual Bonus – Cash

Termination –CausePro-rated to effectivedate
Pro-rated to effective
date

Forfeiture ofunredeemed PSUs

Forfeiture ofunredeemed PSUs

Termination –No Cause
Average ofcompensation
excluding LTIs for thelast 12 fiscal quarters
paid out over
severance period (upto 24 months) as salarycontinuation (bi-weekly)
or lump-sum.
PSUs granted incomplete years prior to
the termination date
are redeemed on theregular payout date,subject to performance
conditions establishedat time of grant (0% to200%). PSUs granted
in year of termination
are redeemed on
regular payout date,subject to payout
conditions establishedat time of grant (0% to200%) and pro ration
to reflect the proportionof the year worked.
Forfeiture ofunredeemed PSUs

Termination
Without Cause on
Change inControl(1)Average ofcompensation
excluding LTIs for thelast 12 fiscal quarters
paid out over
severance period (upto 24 months) as salarycontinuation (bi-weekly)
or lump-sum.
Plan administrator cantake such steps asnecessary to theconvert or exchange
outstanding PSUs into
securities ofsubstantially equivalentvalue in any entity
participating in or
resulting from a change
in control.

The Plan administrator
may accelerate thevesting of TFG PSUs
associated with ahurdle that had beenachieved prior toannouncement of thechange in control.

All unexercised options
are cancelled on
effective date of
termination.

Unvested andunexercised options
expire on earlier of
option expiry date andthree months after
effective date of
termination.

Vested options can be
exercised until earlier of
option expiry date and
12 months after Notice
Period (as defined
above). Unvested
options accelerate andcan be exercised until
same date.

Unredeemed RSUs areforfeited on theeffective date of
termination.
None
None

RSUs are redeemed on
regular redemption
date.

RSUs are redeemed on
regular redemption
date.

None
None

None
None

Notes:
1.
Assumes Magna is a continuing entity following the Change in Control.
2.
“Good Leaver” applies where an applicable retiring NEO does not receive severance and enters into a retirement agreement approved by the Board, which
establishes a reasonable notice period prior to the NEO’s retirement date, outlines his transitional responsibilities and reaffirms his non-competition and nonsolicitation obligations.

56

Business of the Meeting

The table below shows the value of the estimated incremental payments or benefits thatwould accrue to each NEO upon termination of their employment following resignation,
normal retirement, termination without cause, termination with cause and termination
without cause on change in control. For stock options, the values shown represent thein-the-money value of any grants the vesting of which would accelerate as a result ofeach termination circumstance below.

Resignation

Retirement

Termination –CauseTermination
Without Cause($)

Termination Without
Cause on Change
in Control($)

Severance

NIL

NIL

NIL

6,212,000

6,212,000

ROIC PSUs

NIL

NIL

NIL

NIL

NIL

rTSR PSUs

NIL

NIL

NIL

NIL

NIL

TFG PSUs

NIL

NIL

NIL

NIL

NIL

Stock Options

NIL

NIL

NIL

NIL

214,000

Benefits & Perks

NIL

NIL

NIL

NIL

NIL

Pension

NIL

NIL

NIL

NIL

NIL

6,212,000

6,426,000

Total

CD&A

Seetarama S. Kotagiri

Patrick W.D. McCannSeverance

NIL

NIL

NIL

1,688,000

1,688,000

ROIC PSUs

NIL

NIL

NIL

NIL

NIL

rTSR PSUs

NIL

NIL

NIL

NIL

NIL

TFG PSUs

NIL

NIL

NIL

NIL

NIL

Stock Options

NIL

NIL

NIL

NIL

18,000Benefits & Perks

NIL

NIL

NIL

NIL

NIL

Pension

NIL

NIL

NIL

NIL

NIL

1,688,000

1,706,000

Total

BUSINESS OF THE
MEETING

Summary of
Incremental
Severance,
Termination andChange in Control
Payments

Vincent J. Galifi
Severance

NIL

NIL

NIL

4,826,000

4,826,000

ROIC PSUs

NIL

NIL

NIL

NIL

NIL

rTSR PSUs

NIL

NIL

NIL

NIL

NIL

TFG PSUs

NIL

NIL

NIL

NIL

NIL

Stock Options

NIL

NIL

NIL

NIL

263,000

Benefits & Perks

NIL

NIL

NIL

NIL

NIL

Pension

NIL

NIL

NIL

NIL

NIL

4,826,000

5,089,000

Total
Tommy J. Skudutis
Severance

NIL

NIL

NIL

4,826,000

4,826,000

ROIC PSUs

NIL

NIL

NIL

NIL

NIL

rTSR PSUs

NIL

NIL

NIL

NIL

NIL

TFG PSUs

NIL

NIL

NIL

NIL

NIL

Stock Options

NIL

NIL

NIL

NIL

263,000

Benefits & Perks

NIL

NIL

NIL

NIL

NIL

Pension

NIL

NIL

NIL

NIL

NIL

4,826,000

5,089,000

Total
Eric J. Wilds
Severance

NIL

NIL

NIL

1,968,000

1,968,000

ROIC PSUs

NIL

NIL

NIL

NIL

NIL

rTSR PSUs

NIL

NIL

NIL

NIL

NIL

TFG PSUs

NIL

NIL

NIL

NIL

NIL

Stock Options

NIL

NIL

NIL

NIL

60,000Benefits & Perks

NIL

NIL

NIL

NIL

NIL

Pension

NIL

NIL

NIL

NIL

NIL

1,968,000

2,028,000

Total
Note:
1.

Represents the in-the-money value of options, the vesting of which is accelerated in case of a change in control
followed by an act of “good reason” resulting in a “double-trigger change” in control, using the closing price ofMagna Common Shares on the NYSE on December 30, 2022.

Business of the Meeting57

D. Compensation Risk Management
Overall Level ofCompensation Risk is
Reasonable in Light ofNature of Magna’s
Business and Industry

The TOCC has considered whether Magna’s executive compensation system may
encourage excessive risk taking. The TOCC concluded that the potential risks createdby any particular element of the system are appropriately mitigated by other elements
and that the overall level of risk is reasonable in light of the nature of Magna’s businessand the automotive industry. In reaching this conclusion, the TOCC considered themethods described below, which are employed to help establish an appropriate balance
between risk and reward, as well as to encourage responsible decision-making:◾

Board/TOCC oversight of executive compensation generally;◾

independent advice and recommendations on compensation matters provided bycompensation consultants and legal advisors directly selected and retained by the
TOCC;

◾

Board/TOCC discretion to determine target total compensation and adjust profit
sharing percentages without notice and in connection with approval of M&Atransactions;◾

complete Board/TOCC discretion over the form of STIs and LTIs;◾

mix of compensation vehicles and metrics;◾

links between executive compensation and consequences of management decisionmaking;◾

the 200% cap on STIs;◾

the 200% cap on the maximum number of ROIC and rTSR PSUs that can berealized;◾

broad compensation clawback;◾

forfeiture risk applicable to PSUs, stock options and RSUs in certain circumstances;◾

significant levels of personal wealth “at risk” due to equity maintenancerequirements;◾

post-retirement holdback of option shares resulting from option exercise occurring
within one-year prior to retirement; and◾

anti-hedging restrictions.

Beyond the compensation-specific features which help mitigate risk, the TOCC also
assess the broader context of Board oversight and controls which serve to mitigate thepotential for excessive risk taking by Executive Management. These controls include:◾
Annual Board approval of rolling three-year business plans and seven-year strategicplans;◾

Board approval of annual capital expenditures budget;◾

Board control over return of capital to shareholders through dividends and annual
share repurchase budgets; and◾

Board approval of all acquisitions or dispositions with an enterprise value in excess
of $250 million, as well as joint ventures or partnerships requiring an investment ofsuch amount.

When these four “levers” are considered along with the compensation features above,
the TOCC is satisfied that the theoretical potential for excessive risk taking by Executive
Management is sufficiently moderated by a broad range of Board controls andcompensation disincentives.

58

Business of the MeetingSummary Compensation Table
PLAN COMPENSATION($)
NAME AND PRINCIPAL POSITION

Seetarama S. Kotagiri
Chief Executive Officer

Patrick W.D. McCann
Chief Financial Officer

Vincent J. Galifi
President

Tommy J. Skudutis
Chief Operating Officer

Eric J. Wilds
Chief Sales andMarketing Officer

YEAR

SHARE-BASEDOPTION-BASEDSALARY($)

AWARDS

AWARDS($)($)

ANNUAL(3)
($)

(1)

(2)

LONG-

PENSION

TERM

VALUE

($)

($)

ALL OTHERCOMPENSATION
($)

TOTAL
COMPENSATION
($)

2022

325,000

20,520,000

3,680,000

3,446,000

NIL

NIL

NIL

27,971,000

2021

325,000

4,320,000

2,880,000

3,345,000

NIL

NIL

NIL

10,870,000

2020

325,000

4,145,000

1,430,000

1,552,000

NIL

NIL

NIL

7,452,000

2022

325,000

3,750,000

500,000

710,000

NIL

NIL

NIL

5,285,000

2021

325,000

180,000

120,000

429,000

NIL

NIL

NIL

1,054,000

2020

325,000

180,000

120,000

418,000

NIL

NIL

NIL

1,043,000

2022

325,000

2,200,000

2,200,000

2,061,000

NIL

NIL

44,000(4)6,830,000

2021

325,000

2,640,000

1,760,000

2,450,000

NIL

NIL

47,000(4)7,222,000

2020

325,000

2,640,000

1,760,000

1,753,000

NIL

NIL

47,000(4)6,525,000

2022

325,000

2,640,000

1,760,000

2,061,000

NIL

NIL

NIL

6,786,000

2021

325,000

2,640,000

1,760,000

2,450,000

NIL

NIL

NIL

7,175,000

2020

325,000

2,640,000

1,760,000

1,753,000

NIL

NIL

6,000(5)6,484,000

2022

325,000

3,750,000

500,000

710,000

NIL

NIL

NIL

5,285,000

2021

325,000

750,000

500,000

692,000

NIL

NIL

NIL

2,267,000

2020

325,000

360,000

240,000

575,000

NIL

NIL

NIL

1,500,000

Notes:
1.
Amounts disclosed in this column represent the grant value (at target) of PSUs and, where applicable, the grant date fair value of annual profit sharing
bonuses deferred in the form of RSUs. In the case of Mr. Kotagiri, the amount disclosed includes the special, non-recurring award of RSUs granted effective
November 9, 2020.
Amounts disclosed in this column include the aggregate compensation value intended to be conferred on Messrs. Kotagiri, McCann and Wilds by the
Board in the form of TFG PSUs, as discussed in the Compensation & Performance Report, as well as the Compensation Discussion & Analysis sections of
this Circular. Since the Transformational Grant is a special, non-recurring, highly performance conditioned LTI, it can be instructive to assess NEO
compensation as it would be reported if the TFG PSUs were amortized over the five-year performance period. Similarly, it can be useful to assess 2022
NEO compensation in the context of the core compensation system excluding the grant of TFG PSUs. The amounts that would be reported under the “ShareBased Awards” and “Total Compensation” columns for each of Messrs. Kotagiri, McCann and Wilds in these two alternative presentation scenarios areset forth in the table below.
SHARE-BASED AWARDSTOTAL COMPENSATIONAMORT. TFG($)

NO TFG($)

AMORT. TFG($)

NO TFG($)

Seetarama S. Kotagiri

8,520,000

5,520,000

15,971,000

12,971,000

Patrick W.D. McCann

1,350,000

750,000

2,885,000

2,285,000

Eric J. Wilds

1,350,000

750,000

2,885,000

2,285,000

The aggregate compensation value of the TFG PSUs for each NEO differs from the aggregate grant date fair value of the TFG PSUs granted in 2022, ascomputed in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation. Generally, the aggregate grant
date fair value is the amount that Magna expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to theactual economic value, if any, that the NEOs will realize upon the vesting or settlement of the TFG PSUs. In particular, the actual values of TFG PSUs received
are different from the accounting expense because they depend on performance. The amounts disclosed for the TFG PSUs are based on the probableoutcome of the market-condition goals, determined using a Monte Carlo simulation model that incorporates into the valuation the possibility that the market
condition may not be satisfied and that the value could be NIL. Assumptions, factors and methodologies used in our computations pursuant to Topic 718
include the following:
ASSUMPTIONVALUEValuation Date Stock Price$54.29

Expected Volatility

38.49%

Risk Free Rate

3.72%

Expected Dividend Yield Used When Simulating Stock Price Appreciation(a)0.00%

Expected Dividend Yield Used for Award Holders(b)0.00%

Notes:a.
Mathematically equivalent to reinvesting dividends in Magna Common Shares.
b.

Assumed value of 0.00% since TFG PSU grantees receive dividend equivalents.

Business of the Meeting

59

BUSINESS OF THE
MEETINGNON-EQUITY INCENTIVE

SUMMARYCOMPENSATION TABLE

The following table sets forth a summary of all compensation earned in respect of 2022, 2021 and 2020 by theindividuals who were our Named Executive Officers in respect of 2022. All amounts are presented in U.S. dollars andhave been rounded to the nearest thousand.

A Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future unit prices for Magnaover the remaining Performance Period. The purpose of this modeling is to use a probabilistic approach for estimating the fair value for purposes of financial
accounting under Topic 718 and IFRS-2. Based on the assumptions above, the summary of results from the Monte Carlo simulation was as follows:
SUMMARY OF RESULTS
Valuation Date Stock Price$54.29Remaining Performance Period2.

5.0 yrs

Hurdle 1 Estimated Fair Value$39.41

Hurdle 2 Estimated Fair Value$30.05

Hurdle 3 Estimated Fair Value$22.97

Hurdle 4 Estimated Fair Value$17.71
Weighted Average Estimated Fair Value$27.33Weighted Average Estimated Fair Value as a % of Stock Price

50.3%

Amounts disclosed in this column represent the compensation value intended to be conferred by the Board in the form of the stock options as discussed in
the Compensation Discussion & Analysis section of this Circular. In valuing such options, the TOCC initially makes reference to the value of a time-vested
stock option determined using the Black-Scholes option pricing model. Since both the median and average trends in Black-Scholes values for the company’s
stock options over a ten-year period have approximated 20% of the option exercise price over the same period, the TOCC has adopted a fixed ratio of
20%, provided that the actual Black-Scholes ratio in any year of grant is within a range of 18-22% of the exercise price at time of grant. To the extent theactual Black-Scholes ratio is greater than 22%, the TOCC will apply the actual Black-Scholes ratio; in all other circumstances, the TOCC will apply a 20%“floor”, consistent with compensation governance best practices, since an excessively low Black-Scholes ratio results in a higher number of options granted.
For the stock options granted in 2022, the actual Black-Scholes value per option of 25% was applied to determine the number of options granted. For
each of 2021 and 2020, the fixed/floor ratio of 20% was applied to determine the number of options granted, based on the methodology described above.
The Black-Scholes option pricing model requires the input of a number of assumptions, including expected time until exercise, expected stock pricevolatility, risk-free interest rates and expected dividend yields. Although the assumptions used reflect our best estimates, they involve inherent uncertainties
based on market conditions generally outside Magna’s control. If other assumptions are used, the stock option value disclosed could be significantly
impacted. The weighted average assumptions used in measuring the Black-Scholes fair value as well as the “floor value” of stock options granted in 2022,
2021 and 2020 are as follows:
2022

2021

2020

Grant date stock price (NYSE)$75.71$83.27$51.55

Expected time until exercise

4.5 yrs

4.5 yrs

4.5 yrs

Expected volatility

34.2%

33.6%

26.8%

Risk Free Rate

1.9%

0.5%

1.3%

Expected dividend yield

2.0%

2.0%

2.0%

Grant Date Fair Value per option (rounded)$19.00$18.00$10.00

Actual Black-Scholes ratio

25.1%

21.6%

19.4%

Applied ratio / Floor value

—

20%

20%

3.

Amounts disclosed in this column represent annual profit sharing bonuses paid in cash. For 2020, the amounts disclosed also include COVID-related
discretionary adjustments for each NEO.

4.

Amounts disclosed in this column consist of:
2022
$

2021
($)

2020
($)

44,00047,00047,000DESCRIPTION

2022
($)

2021
($)

2020
($)

Personal use of corporate aircraft

NIL

NIL

6,000

DESCRIPTION
Amounts reimbursed by Magna in respect of premiums paid by Mr. Galifi on alife insurance policy
5.

60

Amounts disclosed in this column consist of:Business of the Meeting

Magna’s Total Shareholder Return Performance

250

200

200

150

150

100

100

50

50

0
2017

FISCAL YEARS

2018

2019

2020

2021

Magna Common Shares (TSX)

S&P/TSX Total Return

Magna Common Shares (NYSE)

S&P500 Total Return

DECEMBER 31,
2017

DECEMBER 31,
2018

DECEMBER 31,
2019

DECEMBER 31,
2020

SUMMARYCOMPENSATION TABLE

250

2022

DECEMBER 31,
2021

DECEMBER 31,
2022

Magna Common Shares (TSX)

C$100.00

C$89.09

C$105.46

C$137.97

C$159.87

C$122.20

S&P/TSX Total Return

C$100.00

C$91.11

C$111.96

C$118.23

C$147.89

C$139.25

Magna Common Shares (NYSE)$100.00$82.14$102.11$136.27$158.92$113.46

S&P500 Total Return$100.00$95.62$125.72$148.85$191.58$156.88

If a shareholder had invested C$100 in Magna Common Shares on the TSX on December 31, 2017, the cumulativevalue of that investment would have grown to C$122 by December 31, 2022. In the case of an investment of $100 in
Magna Common Shares on the NYSE on the same date, the total cumulative value of that investment would have grown
to over $113 by December 31, 2022. In each such case, the cumulative growth in value lagged the applicable index.

Business of the Meeting

61

BUSINESS OF THE
MEETINGTSR ($)The graph below shows the five-year total return of Magna Common Shares on the TSX and NYSE as compared to the
S&P/TSX and S&P500 composite indices, respectively, assuming investment of C$100 and $100 on December 31,
2017 and reinvestment of dividends.

Incentive Plans and Awards
Stock Option Plan

Stock option grants are made under the 2009 Plan, which was approved byshareholders on May 6, 2010 and is administered by the TOCC.

Eligible Participants
Under 2009 Plan

Under the 2009 Plan, stock options may be granted to employees of and consultants to
Magna and its subsidiaries. The TOCC does not foresee options being granted toconsultants, except in limited circumstances such as where an individual performs
services for Magna through a consulting arrangement for tax or other similar reasons.
No options have been granted to consultants since 2010 and no such grants arecontemplated.

Limits on Insider
Participation

The maximum number of Common Shares:◾
◾

issued to Magna “insiders” within any one-year period; andissuable to Magna insiders at any time,

under the 2009 plan, 2022 Treasury PSU Plan and any other security-based
compensation arrangement (as defined in the TSX Company Manual) shall not exceed
10% of Magna’s total issued and outstanding Common Shares.

Option Exercise Prices
Are at or Above Market
Price on Date of Grant

Exercise prices are determined at the time of grant, but cannot be less than the closing
price of a Common Share on the NYSE on the trading day immediately prior to the dateof grant.

3-Year Option Vesting;
7-Year Option Life

Time-vested options granted under the 2009 Plan vest in equal proportions on each of
the first three anniversaries of the grant date, unless otherwise determined by the TOCC.
Subject to accelerated expiry of time-vested options in certain circumstances, options
granted under the 2009 Plan expire seven years after grant, unless otherwise
determined by the TOCC. On cancellation or surrender of options under the 2009 Plan,
the underlying shares are added back to the number of Common Shares reserved forissuance and are available for re-grant.

Amending the2009 Plan

The 2009 Plan gives the Board the power to amend the plan, except for the following
types of amendments, which require shareholder approval:
◾
◾
◾

◾
◾

increases to the number of shares reserved for issuance under the plan (excluding
an equitable increase in connection with certain capital reorganizations);
a reduction in the exercise price of an option;
an extension of an option term (excluding certain limited extensions to allow theexercise of options that expire during or within two business days after the end of a
trading blackout);
an increase in the 10% limit on option shares issuable to insiders, as describedabove under “Limits on Insider Participation”; andamendment of the amending provision of the plan.

There were no amendments to the 2009 Plan during 2022.

Available Option Plan
on Magna.com

62

The full text of the 2009 Plan is available on our website (www.magna.com).

Business of the Meeting

Eligible Participants
Under 2022 Treasury
PSU Plan

Current, actively employed employees of Magna or any of Magna’s subsidiaries are
eligible for grants under the 2022 Treasury PSU Plan. Members of Magna’s Board of
Directors and independent consultants are not eligible participants. However, if aneligible participant transitions from an employment relationship to a consulting
relationship, this change is not treated as a termination for purposes of awards madeunder the Plan.

Limits on Insider
Participation

The maximum number of Common Shares:◾
◾

issued to Magna “insiders” within any one-year period; andissuable to Magna insiders at any time,

under the 2022 Treasury PSU Plan, 2009 Plan and any other “security-based
compensation arrangement” (as defined in the TSX Company Manual) shall not exceed
10% of Magna’s total issued and outstanding Common Shares. Other than this limit, the2022 Treasury PSU Plan does not provide for a maximum number of Common Sharesthat may be issued to one participant.

Vesting Terms

Unless otherwise specified at the time of grant, following completion of the performance
period applicable to PSUs granted under the 2022 Treasury PSU Plan will assess
Magna’s actual performance in relation to the applicable performance goals anddetermine the number of PSUs that vest.

Performance Period

The TOCC will determine the duration of the PSU performance period applicable to any
grant of PSUs, which shall not be less than three years, nor more than seven years.

Plan Amendment

The 2022 Treasury PSU Plan permits the Board to amend the plan, except for thefollowing types of amendments, which require shareholder approval:
◾
◾
◾
◾

◾

an increase in the number of Common Shares reserved for issuance under the2022 Treasury PSU Plan, except as a result of a reorganization of Magna’s capital;
an amendment to remove or exceed the 10% limit on insider participation
described above under “Limits on Insider Participation”;
an amendment to the definition of “eligible participants” to permit participation by
non-employee directors;
an amendment that permits a PSU grant to be transferred to a person other than aPermitted Assign (as defined in National Instrument 45-106 of the Canadian
Securities Administrators), or for normal estate settlement purposes; andan amendment to the section of the 2022 Treasury PSU Plan specifying mattersrequiring shareholder approval, except where such an amendment adds matters tobe subject to shareholder approval.

There have been no amendments to the 2022 Treasury PSU Plan since its ratification byshareholders on May 3, 2022.

Treasury PSU Plan
Available on
Magna.com

The full text of the 2022 Treasury PSU Plan is available on our website(www.magna.com).

Business of the Meeting

63

INCENTIVE PLANS
AND AWARDS

PSUs settled in shares issued from treasury may be granted under the 2022 Treasury
PSU Plan, which was approved by shareholders on May 3, 2022 and is administered by
the TOCC.

BUSINESS OF THE
MEETING

2022 Treasury PSU
Plan

EquityCompensation Plan
Information

As of December 31, 2022, equity compensation plans approved by shareholders underwhich our Common Shares are authorized for issuance are set forth in the table below.

COMMON SHARES TO BE
ISSUED UPON EXERCISEOF OUTSTANDING OPTIONS,WARRANTS AND RIGHTSNAME OF PLAN(#)

WEIGHTED AVERAGE
EXERCISE PRICE OFOUTSTANDING OPTIONS,WARRANTS AND RIGHTS

(%)

($)

57.29

2009 Incentive Stock Option Plan

5,938,953

2.1

2022 Treasury PSU Plan

1,738,018(1)0.6(1)COMMON SHARESREMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDEREQUITY COMPENSATION PLAN

—(2)

(#)

(%)

2,165,178

0.8

1,261,982

0.4

Note:
1.

Represents the maximum number of Magna Common Shares that would be issued if all four performance hurdles of the TFG PSUs have been attained. No
Common Shares will be issued if a hurdle is not attained by December 31, 2027. In the event only some hurdles are attained by such date, only the
Common Shares associated with such attained hurdles would be issued:

SHARE PRICE HURDLE($)

AGGREGATE NUMBER OFCOMMON SHARESASSOCIATED WITH HURDLE(#)

1 / +50%

85.61

347,604

2 / +100%114.14

521,405

3 / +150%

142.68521,405

4 / +200%

171.28347,604—

1,738,018

HURDLE / % INCREASE VS. BASELINE STOCK PRICE ($57.07)

Total
2.

Not applicable. See Note 1 to the Summary Compensation Table for a discussion of the aggregate compensation value and aggregate grant date fair valueof the TFG PSUs, including the weighted average estimated fair value per TFG PSU.

Option Burn-Rate,
Dilution and Overhang

Taking into account the 714,665 options granted in calendar 2022, Magna’s burn-rate
option dilution and overhang were as follows as of December 31, 2022:

0.3%

Burn-Rate(1)2.1%

Option Dilution(2)2.8%

Option Overhang(3)Notes:

Treasury PSU Plan
Burn-Rate, Dilution andOverhang

1.

Represents stock options granted in calendar 2022, expressed as a proportion of the number of Magna Common
Shares that were outstanding as of December 31, 2022.

2.

Represents all stock options previously granted but not exercised as of December 31, 2022, expressed as aproportion of the number of Magna Common Shares that were outstanding as of such date.

3.

Represents all stock options available for grant and all stock options previously granted but not exercised as ofDecember 31, 2022, expressed as a proportion of the number of Magna Common Shares that were outstanding
as of such date.

Taking into account the 1,738,018 TFG PSUs granted in calendar 2022, Magna’s
Treasury PSU burn-rate, dilution and overhang were as follows as of December 31, 2022:

0.6%

Burn-Rate(1)0.6%

Dilution(2)1.0%Overhang(3)Notes:

64

1.

Represents all Treasury PSUs granted in calendar 2022, expressed as a proportion of the number of Magna
Common Shares that were outstanding as of December 31, 2022.

2.

Represents all Treasury PSUs granted but not vested as of December 31, 2022, expressed as a proportion of thenumber of Magna Common Shares that were outstanding as of such date.

3.

Represents all Treasury PSUs available for grant and all Treasury PSUs granted but not vested as of December 31,
2022, expressed as a proportion of the number of Magna Common Shares that were outstanding as of such date.

Business of the MeetingOutstanding option-based awards for each of our Named Executive Officers as ofDecember 31, 2022 are set forth in the table below.

NUMBER OF
SECURITIESUNDERLYINGUNEXERCISEDOPTIONS(1)(#)
61,047
20,90641,00862,144
11,42471,367
138,700
172,931
190,614

Seetarama S. Kotagiri

Total
Patrick W.D. McCann

Total

Total

Total

02/26/24
03/18/25
02/24/26
02/23/27
02/21/28
02/13/29$55.64$54.44$51.55$83.27$75.71

03/18/25
02/24/26
02/23/27
02/21/28
02/13/29$38.23$43.05$55.64$54.44$51.55$83.27$75.71

02/28/23
02/26/24
03/18/25
02/24/26
02/23/27
02/21/28
02/13/29

150,589

NUMBER OF
SHARE-BASEDAWARDS THATHAVE NOTVESTED(3)(#)
715,286

MARKET OR
PAYOUT
VALUE OFVESTEDSHARE-BASEDAWARDS NOTPAID OUT OR
DISTRIBUTED($)(4)
2,385,000

152,000
5,000
15,00015,00054,000––124,813

7,012,000

79,00086,133

4,839,000

1,511,000

118,413

6,652,000

NIL

135,878

7,634,000

NIL

241,000
625,000
95,000263,000
790,000––
1,773,000

381,540
15,685
13,93812,48913,75838,79730,02325,899Total$43.05$55.64$54.44$51.55$83.27$75.71VALUE OFUNEXERCISED
IN-THEMONEYOPTIONS(2)($)
1,096,000
274,000
433,000
34,000–124,000
642,000––

MARKET OR
PAYOUT
VALUE OFSHARE-BASEDAWARDS THATHAVE NOTVESTED(3)($)
40,185,000

2,603,000

765,856
10,41660,476
113,805
105,680
91,163

Eric J. Wilds

02/26/24
03/18/25
02/24/26
05/12/26
02/23/27
02/21/28
02/13/29

82,482
47,619176,562
151,333
170,708
105,680
113,954

Tommy J. Skudutis$43.05$55.64$54.44$54.44$51.55$83.27$75.71

770,141
11,614
8,929
8,598
8,598
11,6397,205
25,899Vincent J. Galifi$38.23$43.05$45.62$55.64$63.17$54.44$51.55$83.27$75.71OPTION
EXPIRATIONDATE(MM/DD/YY)
02/28/23
02/26/24
08/13/24
03/18/25
05/13/25
02/24/26
02/23/27
02/21/28
02/13/29

OPTION
EXERCISEPRICESHARE-BASED AWARDS

6,000
105,000
527,000––
638,000
282,000
183,000
7,000
24,000180,000––
676,000

Notes:
1.

Includes both vested and unvested options.

2.

Determined using the closing price of Magna Common Shares on the NYSE on December 30, 2022. Value shown reflects in-the-money value of all
options, whether or not exercisable as of December 30, 2022.

3.

Represents ROIC PSUs and rTSR PSUs, at target, together with the number of TFG PSUs granted on a special, non-recurring basis in September 2022.

4.

Represents the market value of any RSUs that had not been redeemed as at December 31, 2022. The value shown was determined using the closing
price of Magna Common Shares on the NYSE on December 30, 2022.

Business of the Meeting

65

INCENTIVE PLANS
AND AWARDSOPTION-BASED AWARDS

BUSINESS OF THE
MEETING

Outstanding Option
and Share-BasedAwardsIncentive
Plan Awards – Value
Vested During theYear

The values of option-based and share-based awards that vested, and non-equity
incentive plan compensation earned, during the year ended December 31, 2022, are set
forth below.

OPTION-BASED AWARDS –VALUE VESTEDSHARE-BASED AWARDS –VALUE VESTEDNON-EQUITY INCENTIVE PLAN
COMPENSATION – VALUE(1)
DURING THE YEAR

(2)
DURING THE YEAR(3)
EARNED DURING THE YEAR

($)

($)

($)

Seetarama S. Kotagiri

1,530,000

2,071,000

3,446,000

Patrick W.D. McCann

165,000

250,000

710,000

Vincent J. Galifi

2,343,000

6,428,000(4)2,061,000

Tommy J. Skudutis

2,560,000

4,391,000

2,061,000

383,000

NIL

710,000

NAME

Eric J. Wilds

Notes:
1.
Represents the vesting date value of previouly granted stock options that vested during 2022 and assumes that any such options that were in-the-money
were exercised on the vesting date.
2.
Represents the vesting date value of 2019 ROIC PSUs and 2019 rTSR PSUs, together with dividends thereon, as of February 11, 2022.
3.
Represents the value of profit sharing bonuses paid in cash in respect of 2022.
4.
In addition to his 2019 ROIC PSUs and 2019 rTSR PSUs, this amount also includes RSUs vested on grant (subject to forfeiture in certain situations)effective as of February 14, 2022.

2019 PSU Awards – Performance and Payout in 2022
The ROIC PSUs and rTSR PSUs, which covered a performance period from January 1, 2019 to December 31, 2021,
vested on February 11, 2022, following review by the TOCC and Board approval of the payouts.
The 2019 ROIC PSU payout was at the 60% level on a payout scale of 0% to 200%, as follows:
2019

2020

2021

ROIC Performance

11.2%

6.2%

13.5%

Payout Level

82%

0%

100%

3-yr Avg. Payout

60%

The 2019 rTSR PSU payout was at the 200% level on a payout scale of 0% to 200%, based on a TSR rank of fourth
out of 15, which placed Magna at the 79th percentile of the rTSR peer group, as follows:
rTSR PEER

TSR
(%)

RANK

rTSR PEER

TSR
(%)

RANK

Adient plc

153.8

1

Lear Corporation

50.2

9

Fiat/Ford/GM
S&P500117.7

2Autoliv,Inc.

38.6

10

91.8

3

BorgWarner Inc.

31.7

11

Magna

86.1

4

Martinrea International Inc.

17.3

12

Gentex Corp.

74.3

5

Continental/Faurecia/Valeo

10.3

13

Visteon Corporation

70.0

6

American Axle Mfg. Holdings

-19.3

14

Dana Incorporated

69.5

7

Tenneco Inc.

-62.5

15

Linamar Corporation

69.1

8

As a result of the foregoing, the number of 2019 ROIC PSUs and 2019 rTSR PSUs realized by each NEO effective
February 11, 2022, was as follows:
NAME
Seetarama S. Kotagiri

ROIC PSUS
AT TARGET(#)

ROIC PSUSREALIZED(#)

rTSR PSUS ATTARGET(#)

rTSR PSUSREALIZED(#)

16,063

9,637

8,032

16,064

Patrick W.D. McCann

1,935

1,161

968

1,936

Vincent J. Galifi

34,062

20,437

17,031

34,062

Tommy J. Skudutis

34,062

20,437

17,031

34,062

NIL

NIL

NIL

NIL

Eric J. Wilds

66

Business of the MeetingCorporate Governance
IN THIS SECTION
68

Governance Environment

69

About the Board

70

Board Independence

74

Board Effectiveness78

Shareholder Democracy and Engagement

79

Ethical Conduct

80

Sustainability at Magna

Corporate Governance at Magna
Magna believes that strong corporate governance practices are essential to fostering stakeholder trust and confidence,
management accountability and long-term shareholder value. This commitment to sound and effective governancestarts with a diverse, experienced and highly skilled Board that:◾

is informed, active and engaged;◾

functions independently of Management;◾

embraces evaluation and continuous development;◾

values transparency and is accountable to stakeholders; and◾

fosters a culture of integrity and ethical conduct.

The manner in which these important characteristics support the Board in fulfilling its stewardship role is detailed in thissection. Details about our Nominees for election at the Meeting, including their biographies, skills and experience,tenure and compensation, can be found in the “Business of the Meeting – Election of Directors” section of this Circular.
Our approach to corporate governance is set forth in our Board Charter, which is available on our website(www.magna.com) and has been filed on SEDAR (www.sedar.com). The Board Charter is reviewed at least annuallyand updated as needed to reflect evolving best practices in corporate governance.

Active Board engagement in, and approval of strategy◾

Diverse Nominee skills, expertise and backgrounds◾

Strong oversight of management succession planning◾

Board Diversity Policy with gender parity target◾

Environmental, Social and Governance (ESG) oversight◾

Director tenure limit◾

Active shareholder engagement◾

Limitation on director interlocks◾

Advance Notice By-Law◾

Independent Board Chair◾

Annual director election; no slate ballots◾

100% non-executive directors on all Board committees◾

Majority voting policy; prompt disclosure of vote results◾

Independent Directors meet without Management◾

Annual Say on Pay vote◾

Rigorous annual Board/Director effectiveness evaluation◾

Mandatory deferral of director fees◾

Director orientation and continuing education◾

Equity maintenance requirement for directors◾

Commitment to culture of ethics and compliance◾

Trading blackouts and anti-hedging restrictions

Corporate Governance67

CORPORATEGOVERNANCECORPORATE GOVERNANCE OVERVIEW◾

Governance Environment
Regulation
Magna’s Common Shares are listed on the TSX (stock symbol: MG) and the NYSE (stock symbol: MGA). In addition to
being subject to regulation by these stock exchanges, we are subject to securities and corporate governance regulationby the Canadian Securities Administrators (“CSA”), including the Ontario Securities Commission, which is Magna’s
primary securities regulator. Magna is also regulated by the United States Securities and Exchange Commission (“SEC”)
as a “foreign private issuer”.
We meet or exceed all of the guidelines established by the CSA in National Policy 58-201 – Corporate Governance
Guidelines. Additionally, although we are not required to comply with most of NYSE’s Corporate Governance Standards,
our practices meet or exceed them in all material respects. Any differences between our governance practices and
NYSE’s Corporate Governance Standards are discussed in the “Statement of Significant Governance Differences (NYSE)”
which can be found on our website (www.magna.com).

Best Practices
Magna also monitors the voting policies, corporate governance guidelines and recommended best practices of ourlargest institutional shareholders, shareholder representative organizations, such as the Canadian Coalition for Good
Governance, as well as proxy advisory firms, such as Institutional Shareholder Services and Glass Lewis & Co.

Governance Framework
The diagram below summarizes our governance structure, with key elements described in the sections that follow.

SHAREHOLDERSAPPOINTELECTEXECUTIVE
MANAGEMENTAPPOINTOPERATINGGROUPMANAGEMENTAPPOINTAPPOINTAPPOINTGNSCAPPOINTINDEPENDENTADVISORS

68

Corporate Governance

REPORT

CORPORATEMANAGEMENTAPPOINTDIVISIONALMANAGEMENT

BOARD
OF
DIRECTORSINDEPENDENTAUDITORAPPOINTTOCCAPPOINTINDEPENDENTADVISORSAPPOINTTECHNOLOGYCOMMITTEEAPPOINTAUDITCOMMITTEEREPORT

INTERNAL
AUDITAbout the Board
Board Size and Term
Our articles of incorporation permit a Board size of between five and fifteen directors, with the exact number to be
determined by the Board. Over the last ten years, our Board has ranged between nine and twelve directors, with anaverage of eleven. For 2023, thirteen nominees have been put forward for election by shareholders. The Board believes
that this is an appropriate number of nominees in light of the scale and complexity of Magna’s business and themarkets in which we operate, as well as the range of skills needed to effectively oversee the company’s strategy andrisks, provide strategic guidance and advice to Executive Management, staff Board Committees and address planned
director retirements effectively. Each director is elected for a one-year term expiring at our next annual meeting ofshareholders.

Minimum Qualifications for Service as a Director of Magna
In addition to the minimum qualifications specified in the OBCA, our Board Charter requires that each director possesses
the following attributes:
◾
◾
◾
◾
◾
◾

personal and professional integrity;
significant achievement in their field;
experience and expertise relevant to our business;a reputation for sound and mature business judgement;
the commitment and ability to devote the necessary time and effort in order to conduct their duties effectively;
andgeneral ability to read and understand financial statements.

Beyond the above minimum qualifications for service, we expect all of our directors to attend all Board and Committee
meetings. However, we recognize that scheduling conflicts are unavoidable from time to time, particularly in the case of
meetings that are called on short notice. Accordingly, directors are subject to a minimum attendance requirement of
75% for all regularly scheduled Board and Committee meetings, except where an absence is due to a medical or othervalid reason.
In order to be able to devote the necessary time and effort to the activities of the Board and its committees, directors
serving on the Board may not sit on a total of more than four public company boards (including ours) without the priorapproval of the GNSC. A director on our Board who serves as a chief executive officer (or equivalent position) of anotherpublic company may not serve on the board of any other public company (other than the company of which they are
the chief executive officer) while serving on our Board without the prior approval of the GNSC. Our chief executive officer
is allowed to serve on the board of one other public company, but does not currently serve on any other publiccompany board.

CORPORATEGOVERNANCE

Board Leadership
Our Board is led by an independent Board Chair who is annually selected by the Independent Directors from among
themselves. Robert F. MacLellan has served as our independent Chairman since May 2022.
The Board Chair’s basic duties include presiding over Board meetings, including in camera sessions at each suchmeeting involving the Independent Directors, overseeing Board Committees and coordinating Board activities with
Committee Chairs. Other duties of the Board Chair, as described in the Board Charter, include:
◾
◾
◾
◾
◾
◾

agenda-setting for Board meetings;
representing the Board in discussions with third parties;
representing the Board in discussions with Executive Management;
generally ensuring that the Board functions independently of Executive Management;
assisting in recruiting director candidates who have been identified by the GNSC; andoverseeing the annual evaluation process of the Board and its Committees.

The Board can delegate additional responsibilities to the Board Chair at any time. Any change to the responsibilities
listed in the Board Charter must be approved by the Board.

Corporate Governance69

Board Committee Structure
The Board carries out its duties in part through four standing Committees:◾

Audit Committee;◾

Governance, Nominating and Sustainability Committee;◾

Talent Oversight and Compensation Committee; and◾

Technology Committee.

Each Independent Director is expected to serve on the Technology Committee and one other standing Committee, but
may attend the meetings of any Committee. Committee staffing assignments are made with the aim of best matching
the skills and expertise of Independent Directors to the Committee mandates in order to maximize the overall effectivenessof the Board and its Committees.
All of the Board Committees are staffed and chaired by Independent Directors, and operate under Committee Charters,
which are available on our website (www.magna.com) and on SEDAR (www.sedar.com). Each Committee has
prepared a report appearing later in this Circular, summarizing the Committee’s mandate and membership, highlighting
key accomplishments and identifying major areas of focus.
In addition to the Board’s standing Committees, the Board may establish special committees composed entirely of
Independent Directors to review and make recommendations on specific matters or transactions. There were no special
committees during 2022.

Director Compensation
Compensation for our Independent Directors is structured to attract and retain skilled independent directors and aligntheir interests with the interests of our long-term shareholders. The details of our director compensation structure and2022 independent director compensation can be found in the “Business of the Meeting – Director Compensation”
section of this Circular.

Board Independence
Shareholders are best served by a strong Board which exercises independent judgement, as well as prudent andeffective oversight on behalf of shareholders. Assuming all of the Nominees listed in this Circular are elected with a majorityof votes, twelve out of thirteen, or 92%, of the directors on our Board will be “independent”. This far exceeds theminimum two-thirds independence requirement contained in our Board Charter and recommended by the Canadian
Coalition for Good Governance, as well as the recommendation in National Policy 58-201 that a majority of directors be
independent.

Definition of Independence
A Magna director is considered to be independent only after the Board has affirmatively determined that the director
has no direct or indirect material relationship that could interfere with the exercise of their independent judgement. Thisapproach to determining director independence draws upon the definitions contained in Section 1.4 of National
Instrument 52-110 (“NI 52-110”) and Section 303A.02 of the NYSE’s Corporate Governance Listing Standards, as wellas the specific relationships identified in those instruments as precluding a person from being determined to be an
independent director.
Audit Committee members are subject to a higher standard of independence than other directors, consistent with
Section 1.5 of NI 52-110. Under this standard, a person cannot be considered an independent director for purposes of
Audit Committee membership if he or she is a partner, member, executive officer, managing director or person in asimilar position at an accounting, consulting, legal, investment banking or financial advisory services firm providing
services to Magna (including any subsidiary) for consulting, advisory or other compensatory fees.
In determining whether any candidate for service on the Board is independent, information is typically compiled from avariety of sources, including: written questionnaires completed by directors/candidates; information previously provided
to us by directors; our records relating to relationships with accounting, consulting, legal, investment banking or
financial advisory services firms, together with information provided to us by such firms; and publicly available information.
The GNSC is provided with a summary of all such relationships (whether or not material) known by Magna based on
the foregoing sources. Following the GNSC’s consideration and assessment of such information, it presents its
recommendation to the Board for approval.

70

Corporate GovernanceAdditional Ways in Which Independence is Fostered
Aside from the two-thirds independence requirement, there are other ways in which Board independence is fostered,including:
◾
◾
◾
◾
◾
◾
◾

separation of the roles of Board Chair and Chief Executive Officer, together with position descriptions defining
such roles;a requirement that the Chief Executive Officer resign from the Board when he or she retires from Management;
the use of in camera sessions at every Board and Committee meeting;the right of the Board and each Committee to engage independent legal, financial and other advisors at
Magna’s expense;
limitations on board interlocks;
Board and Committee Chairs’ authority over meeting agendas and attendees; andIndependent Directors’ right to discuss any matter with any employee or any advisor to the company, as wellas any independent advisor retained by the Board or a Committee.

Committee Independence
The Board believes that Committee independence is critical to enabling the Board to exercise prudent and effective
oversight. In addition to permitting only Independent Directors to serve on the Audit Committee, GNSC and TOCC,
independence is promoted in a number of ways, including the:
◾
◾
◾
◾
◾
◾

use of in camera sessions at every Committee meeting;right of each Committee to retain independent advisors at Magna’s expense;
inclusion in each Committee Charter of a position description for the Committee Chair;Committee Chairs’ authority over meeting agendas and attendees;
Committee members’ right to discuss any matter with any employee or any advisor to the company, as wellas any independent advisor retained by the Board or a Committee; andright of any Committee member to call a Committee meeting.

Interlocks
Our Board Charter limits the number of boards on which our directors can serve together. There are currently no Board
interlocks.

CEO Position Description

◾
◾
◾
◾
◾
◾
◾
◾
◾

development of Magna’s overall corporate strategy (including product, geographic, customer, merger/
acquisition and growth strategies) and capital allocation priorities, in conjunction with the Board of Directors;
overall direction of Magna’s operations and implementation of strategy in conjunction with the senior leadership
team;
formulation or approval of critical corporate policies and programs;
promotion of Magna’s decentralized, entrepreneurial culture, as well as its culture of integrity;
development of Magna’s management reporting structure;
selection of senior leadership team and oversight of succession planning for critical positions;
together with the Board, determination of compensation for members of Magna’s Executive Management;interaction with the Board on behalf of Management; andcommunication with key stakeholders.

Director Conflicts of Interest and Related Party Transactions
Where a director has a conflict of interest regarding any matter before the Board, the conflicted director must declaretheir interest, depart the portion of the meeting during which the matter is discussed and abstain from voting on thematter. However, the OBCA permits directors to vote on their own compensation for serving as directors.
The GNSC is generally responsible for reviewing and making recommendations to the Board regarding related party
transactions. In the case of a related party transaction that is material in value, the unconflicted members of the Board

Corporate Governance71

CORPORATEGOVERNANCE

A position description has been developed for the Chief Executive Officer to further promote the independence of theBoard and to define the limits of the Chief Executive’s authority. His basic duties and responsibilities include:may choose to establish a special committee composed solely of Independent Directors to review and makerecommendations to the Board. Related party transactions include those between Magna (including any subsidiary)
and a director, officer or person owning more than 10% of our Common Shares. In reviewing and making
recommendations regarding related party transactions, the GNSC seeks to ensure that transaction terms reflect thosethat would typically be negotiated between arm’s length parties, any value paid in the transaction represents fair market
value and that the transaction is in the best interests of the company. There were no such related party transactions
during 2022.

Board’s Stewardship Role
The Board is responsible for the overall stewardship of Magna. To this end, the Board: supervises the management of
the business and affairs of Magna in accordance with the legal requirements set out in the OBCA, as well as otherapplicable law; and, jointly with Management, seeks to create long-term shareholder value. The Board’s stewardshiprole, specific responsibilities, compositional requirements and various other matters are set forth in our Board Charter.
Consistent with the standard of care for directors under the OBCA, each director on the Board seeks to act honestly andin good faith with a view to the best interests of the corporation and to exercise the care, diligence and skill that areasonably prudent person would exercise in comparable circumstances. The standard of care under Ontario corporate
law differs from that of some other common law jurisdictions, by requiring directors to act in the “best interests of thecorporation” as opposed to the “best interests of shareholders”. This distinction effectively recognizes that while individual
shareholders may have conflicting interests, investment intents and investing horizons, the stewards of a corporationmust act with a view to the interests of the corporation as a whole. Consistent with case law developed under the OBCA
and equivalent federal and provincial corporate statutes in Canada, Magna’s Board seeks to consider and balance theimpact of its decisions on its affected stakeholders, including shareholders, other security holders and employees.

Primary Board Responsibilities
The Board Charter identifies the following as the Board’s primary responsibilities:
◾

◾

◾

◾

Corporate Culture and Approach to Corporate Governance: Magna maintains a unique entrepreneurial
corporate culture that we believe has been critical to our past success and expect will be critical to our future
success. The Board oversees Magna’s culture and overall approach to corporate governance, including bydetermining the specific policies and practices that the Board believes to be in the best interests of thecompany. The Board has delegated to the GNSC the responsibility for making recommendations with respect
to corporate governance matters.
Oversight of Executive Management: The Board appoints the Chief Executive Officer, assesses his
performance, determines his compensation and provides strategic advice to him and other members of the
Executive Management team. Additionally, the Board satisfies itself as to the integrity of each member of
Executive Management and the creation by the Executive Management team of a culture of integrity and ethicalbusiness conduct throughout the company.
Executive Compensation: The Board oversees our system of executive compensation by structuring
incentives aimed at attracting, retaining and motivating skilled executives to responsibly achieve the long-term
objectives established through the company’s strategic planning process. The Board has delegated to the
TOCC the responsibility for making recommendations on executive compensation matters. The CD&A sectionof this Circular contains a detailed discussion of how the Board and TOCC fulfill their responsibilities related
to executive compensation decisions.
Succession Planning: The Board satisfies itself that the company has developed appropriate succession
plans identifying potential future candidates for all positions within Executive Management, management of
Magna’s Operating Groups and other key positions in the company. In fulfilling these responsibilities, the Board
aims to satisfy itself that Magna’s succession processes:◾
have been structured to enable the Board to promptly address an unplanned succession event involving
members of Executive Management;◾
will facilitate seamless transitions of members of Executive Management and Operating Groupmanagement, as such managers retire, are promoted to new roles or leave the company; and◾
include robust and effective talent management practices to identify, reward, retain, develop andpromote high-performing employees.
The Board receives regular updates on Magna’s leadership development and succession planning activities,
from our Chief Executive Officer and our Chief Human Resources Officer. Additionally, the Board has multiple
opportunities each year to meet and engage with key managers and high-performing employees. Overall,the Board is satisfied that Magna has in place appropriate succession plans addressing key positions within

72

Corporate Governancethe company, including the Chief Executive Officer’s, as well as a leadership development system that
supports the company’s succession planning objectives more generally.
◾

Strategic Planning: The Board oversees the development and implementation of the company’s long-term
strategy, as well as its near-term (typically three-year) business plan. In fulfilling this responsibility, the Board
meets with Executive Management in two or more dedicated sessions each year, during which the Board:◾

assesses strategic priorities in light of automotive industry trends and developments;◾

engages with, and provides advice and guidance to, Executive Management on the company’s approachto product portfolio, key customers, geographic footprint, core and emerging technologies, R&D
priorities, acquisitions/divestitures, talent management and other areas of strategy;◾

considers consolidated and Operating Group three-year business plans, together with sensitivity
analyses of the consolidated business plan;◾

evaluates short-, medium- and long-term risks that could erode the value of the company’s businesses
and business units, together with Management actions to mitigate such risks;◾

engages in scenario planning to model the impact of events such as potential economic downturns;◾

provides input on capital allocation priorities, as well as capital structure, and approves a capital
expenditure budget for the year;◾

approves a three-year consolidated business plan and updated strategic plan; and◾

jointly identifies with Executive Management action plans to address at subsequent Board meetings any
open questions/issues arising from the business planning/strategy session.

◾

Capital Allocation: In approving capital, the Board is focused on ensuring that the company can deliver on
the Board-approved, long-term strategic priorities, while still meeting its near-term product and programcommitments to customers. Updates regarding changes in capital expenditure needs from the approved
budget are presented quarterly, and further Board approval is required where the company’s capital
expenditures are forecast to exceed the Board-approved amount for that year.

◾

Enterprise Risk Management: The Board satisfies itself as to the existence of effective processes to
identify and mitigate (to the extent practicable) Magna’s principal business risks. In fulfilling its oversight
responsibility, the Board satisfies itself that Management has implemented appropriate strategies to address
the strategic and competitive challenges faced by the company over different time horizons, manage day-to-day
operational risks, promote legal and regulatory compliance and ethical conduct, safeguard corporate assets
and maintain appropriate financial and internal controls designed to protect the integrity of Magna’s financial
statements. The Board’s approach to enterprise risk recognizes that risk and reward are “flip sides of thesame coin”, but that management decision-making must be infused with both an awareness and understandingof such risks, as well as a clear understanding of the limits of risk that the Board will accept.
The Board maintains risk oversight responsibility for strategic risks and has delegated specific areas of risk
oversight to its standing Committees so that the directors on such Committees can bring their particularCorporate Governance73

CORPORATEGOVERNANCE

The company’s strategy is discussed in the company’s Annual Information Form/Annual Report on Form 40-F
filed concurrently with this Circular.

knowledge and expertise to the risks falling within the Committee’s authority. The key risks overseen by the
Board and each standing Board Committee are as follows:
Board◾

Strategic risk including CEO succession, operations, capital structure and product portfolio◾

Cybersecurity

Audit Committee

◾

◾

◾

Technology
Committee

GNSC

TOCC

◾

Internal controls andIT general controls◾

Corporate
governance◾

Technology, R&D/
innovation risks◾

Executivecompensation◾

Financial reporting◾

Domain 3 (Productand Solution)
cybersecurity◾

Talent management

Disclosure controls

Enterprise risk
management process

◾

◾

◾

Leadershipdevelopment andsuccession planning◾

Occupational healthand safetycompliance◾

Taxation◾

Material litigation/
regulatory risk◾

Ethics and legal
compliance◾

Domain 1 (Enterprise)and Domain 2(Manufacturing)
cybersecurity◾

Board succession
planning◾

Sustainability,
includingenvironmental
compliance

Each Committee’s risk mandate is described further in the Committee’s Charter.
Disclosure: We have established and maintain policies and procedures designed to ensure that material
information disclosed to stakeholders is timely, factual, accurate and in compliance with the applicableregulatory and legal requirements to which Magna is subject. We maintain a disclosure committee comprisedof senior management, tasked with reviewing and approving all material information and public regulatory
filings prior to such information being made public and/or filed with applicable regulatory agencies. Each Board
Committee also reviews the material information relevant to its mandate to be included in regulatory filings
prior to consideration and approval by the Board.
Shareholder Engagement: Our Board recognizes that being accessible and engaging in open, regulardialogue with shareholders is a vital element of strong corporate governance. The shareholder engagement
activities of the Board are discussed in greater detail later in this Corporate Governance section.
Fundamental Corporate Actions: In addition to identifying the above responsibilities, the Board Charter
helps to define the role of the Board with respect to various fundamental actions, such as financial statements,
material public disclosure documents, business plans and capital expenditure budgets, material financing
documents, major organizational restructurings, material acquisitions and divestitures, as well as major corporate
policies. We believe that the identification and definition of Board responsibility for the foregoing items
promotes Board independence.

Board EffectivenessRecruitment and Nomination Process
The GNSC recommends to the Board the nominees for election at each annual meeting of the company’s shareholders.
In carrying out this function, the GNSC considers factors such as the following in determining potential gaps:

74◾

Magna’s most recent strategic plan;◾

feedback on director recruitment priorities from the annual board effectiveness evaluation process;◾

updated Board skills matrix and succession planning roadmap;◾

Board composition, independence, diversity and other factors;◾

Board Committee staffing needs and regulatory requirements; and◾

advice from the Board’s independent search firm.

Corporate GovernanceIt then seeks to address any potential gaps through recruitment of one or more additional directors identified with theassistance of a professional search firm. Potential candidates may also be recommended by existing directors, membersof Management, external advisors, shareholders or others. The names of candidates identified by any such parties areprovided to the search firm retained by the GNSC for its recommendation as to suitability. The GNSC will typically interview
a short list of three to five candidates for each Board seat it seeks to fill.
A detailed description of our 2023 recruitment process and subsequent nominations of Jan R. Hauser, Jay K. Kunkel
and Matthew Tsien can be found in the “Business of the Meeting – Election of Directors” section of this Circular.

Diversity Policy and Targets
We believe that shareholders benefit from a strong, independent board composed of highly engaged directors who
represent a diversity of knowledge, skills, experience, perspectives and backgrounds that will assist the Board in fulfillingits duties. As such, the Board has tasked the GNSC with the responsibility of establishing director recruitment
procedures that are aimed at eliciting a diverse range of candidates, without discrimination on the basis of any diversity
attributes, including age, gender, cultural background, national origin, religion, physical ability, and sexual or genderorientation.
The Board has adopted a Board Diversity Policy targeting gender parity by December 31, 2023, subject to a minimumof not less than 30% female directors prior to that time. Consistent with the recommendations of the Canadian Coalition
for Good Governance, gender parity will be achieved if the balance between male and female directors ranges between
40% and 60% over a rolling three-year time frame. The Board has not adopted specific targets relating to otherdiversity attributes; however, the Board considers these factors in striving for a composition that is generally reflective of
Magna’s customers, shareholders and employees, as well as the geographic markets in which it operates.
Currently, the GNSC uses a professional search firm that operates under firm instruction not to exclude any candidateon the basis of any personal characteristic or attribute that is unrelated to the individual’s ability to carry out their duties asa director. The Board is satisfied that the approach thus far has been effective in achieving a diverse Board, as
exemplified by the balance of female directors (38% of the Nominees), as well as the proportion of Nominees (46%)
representing diversity attributes of gender, LGBTQ+ and underrepresented minority in their home country.
Diversity within our employee population is also important to us and we strive to create an inclusive work environment
throughout the company. We have taken a number of steps in this regard, including: development and implementation of
a diversity awareness program; creation of a Global Diversity & Inclusion Council headed by two senior leaders;fostering the establishment of employee resource communities (“ERCs”), including Women’s exchange (Wx), Race &Ethnicity (Eg) and Pride (Pr), as well as establishment of strategic partnerships with a broad range of organizations
dedicated to raising the profile of women in the automotive industry.

Recognizing the importance of improving gender diversity within key technical career streams, many of the organizations
we have partnered with promote gender diversity in technical career streams. Our current strategic partnerships
include: Build a Dream; Centre for Automotive Diversity, Inclusion & Advancement (CADIA); Catalyst; FIRST
Robotics – Girls in STEM; Gartner, Inc.; her Career; Institute of Electrical and Electronic Engineers (IEEE); Indspire;
Inforum; KnowledgeStart; National Society of Black Engineers; Society of Automotive Engineers (SAE) International;
Society of Hispanic Professional Engineers; and Women in Manufacturing.
The Board as a whole continues to advocate for improved gender representation and other diversity in leadership andother critical roles, as well as STEM career streams. In addition to their strong advocacy, the female directors of the Board,currently representing one-third of our Board of Directors, have also sought opportunities to mentor and share theirexperiences with the company’s high-performing female employees.
Our approach to diversity is described in greater detail in our Sustainability Report.

Age and Term Limits
The GNSC is committed to ensuring that Independent Directors remain active, engaged and effective participants on
the Board and that they are able to function independently of Management. Decisions regarding continued service on the
Board by an Independent Director are based primarily on the Board’s skills needs and the Independent Director’s

Corporate Governance75

CORPORATEGOVERNANCE

On a global basis, approximately 28% (2021: 27%) of the employees in our wholly owned operations are women. A
total of approximately 4,900 (2021: 4,300) employees in our wholly owned operations occupy critical roles with873 (2021: 705) of such employees, or 18% (2021: 16%), being women. Underrepresentation of women in our workforce
is most pronounced in IT, operations and product engineering career streams, a consistent trend throughout the
automotive industry.

performance, as determined through the Board’s annual effectiveness evaluation, which includes peer review
components. Subject to the foregoing, an Independent Director may serve for a maximum of twelve years.
Expected director retirement dates of current Independent Directors and new nominees based on the twelve-year
tenure limit are set forth in the table below
Name

Retirement Year

Dr. Kurt J. Lauk

2023

Peter G. Bowie

2024

Dr. Indira V. Samarasekera

2026

William A. Ruh

2029

Mary S. Chan

2029

Hon. V. Peter Harder

2029

Robert F. MacLellan

2030

Lisa S. Westlake

2031

Mary Lou Maher

2033

Dr. Thomas Weber

2034

Jan R. Hauser

2034

Jay K. Kunkel

2035

Matthew Tsien

2035

Annual Board Effectiveness Assessment
Magna maintains an annual Board effectiveness assessment process which aims to assist in the identification of shortand long-term Board priorities, as well as the assessment of the overall functioning of the Board, its Committees andindividual directors. The effectiveness assessment, which is overseen by the GNSC, typically consists of the following
components:
Board Effectiveness
Questionnaire
Detailed questionnairecompleted by eachdirector, which
includes selfassessment and peer
review components

Individual Interviews

Confidential
one-on-one interviewsof each director by the
GNSC Chair and an
external facilitator tofollow‐up oncomments made in thequestionnaires, elicit
any other feedback
and communicate toeach director general
feedback from the peer
review questions in
the questionnaire

Confidential
one‐on‐one
discussions with eachdirector by the external
facilitator, to elicit
feedback regarding theBoard Chair’s
performance, as wellas any other feedback
which a director may
prefer to communicate
anonymously

Feedback

Implementation of
Changes

Following completionof the questionnaire
and interview
components, the
GNSC Chair and theexternal facilitator
debrief the Board Chair
and review overallfindings with the
GNSC. Such findings
and the GNSC’s
recommendations arethen presented to anddiscussed with the
Board

GNSC Chair, Board
Chair and the Chief
Executive Officer meetto agree on an action
plan to address the
feedback andimplement the Board’s
recommendations

Director Orientation and Education
We are committed to ensuring that Independent Directors are provided with a comprehensive orientation aimed atproviding them with a solid understanding of a broad range of topics, including:
◾
◾
◾
◾
◾
◾
◾
◾
◾

76

our business and operations;consolidated and Operating Group strategic and business plans;
trends and risks impacting the automotive industry;
our capital structure;
key enterprise risks and risk mitigation policies and practices;
our system of internal controls;
our internal audit program;the external auditors’ audit approach and areas of emphasis;
our human resources policies and practices, including talent management, diversity and inclusion, as well as
succession planning;

Corporate Governance

◾
◾
◾
◾
◾

our approach to sustainability and environmental and health/safety policies and practices;
our Code of Conduct & Ethics, as well as our legal compliance program;
our system of corporate governance;
fiduciary duties and legal responsibilities applicable to directors of an Ontario corporation; andother matters.

We also aim to provide all directors with a continuing education program to assist them in furthering their understandingof our business and operations and the automotive industry, as well as emerging trends and issues, including in suchareas as:◾
corporate governance;◾
risk management;◾
approach to talent management;◾
executive compensation;◾
ethics and compliance;◾
mergers and acquisitions; and◾
legal/regulatory matters.
Our director education program is developed based on priorities identified by the Board and may include various
elements, including: site visits to our facilities; video overviews of manufacturing facilities; guided visits to major autoshows; in-boardroom presentations by members of Management, external advisors or others; third-party led training
programs; membership in organizations representing independent directors; and subscriptions to relevant periodicals orother educational resources.
Independent Directors are encouraged to participate in additional director education activities of their choosing, at our
expense. We maintain Board memberships to the Institute of Corporate Directors, as well as the National Association of
Corporate Directors and encourage Independent Directors to attend conferences, seminars and webinars organizedby these or other organizations. Additionally, directors are routinely provided with thought leadership materials on a rangeof topics from a number of respected external sources, including: investor representative organizations such as the
Canadian Coalition for Good Governance; various law, accounting, management consulting and executive compensation
firms; automotive industry news sources; and general publications relating to public companies. Further, we regularly
distribute media articles relating to Magna and the automotive industry, as well as analyst reports and updates relating
to Magna, its competitors and the automotive industry.
Board and Committee education topics during 2022 are set forth in the table below.
PRESENTER

ATTENDED BY

Global Macroeconomic Update

Management

Full Board

Automotive Trends

Management

Full Board

Car of the Future Update

Management

Full Board

Digitization Strategy

Management

Full Board

ESG Strategy

Management

Full Board

Cybersecurity

Management

Full Board

China — Market Overview & Strategy

Management

Full Board

Russia Update

Management

Full Board

Connecting Stakeholders with Brand and Communications

Management

Full Board

Cosma “Deep Dive”

Management

Full Board

Seating “Deep Dive”

Management

Full Board

Magna Steyr “Deep Dive”

Management

Full Board

Succession PlanningManagement

Full Board & TOCC

Cybersecurity & IT

Management

Audit Committee

Finance Transformation

Management

Audit Committee

Ethics & Legal ComplianceManagement

Audit Committee

ESG Reporting

Deloitte

Audit Committee

Operating Group Finance Succession PlanningManagement

Audit Committee

Internal Controls & Internal Audit Review

Management

Audit Committee

Tax Update

Management

Audit Committee

Corporate Governance

CORPORATEGOVERNANCE

TOPIC

77

TOPICPRESENTER

ATTENDED BY

ERM Update — Risk Oversight and Top Risk Review

Management

CGCNC

Sustainability Strategy — Progress Update

Management

CGCNC

Sustainability — Regulatory Disclosure Initiatives

Management

CGCNC

Sustainability Strategy — Supply Chain

Management

GNSC

Automotive Lighting — Technology & Growth Opportunities

Management

Technology Cmte

Automotive Mirrors

Management

Technology Cmte

Electrical/Electronic ArchitectureManagement

Technology Cmte

Mobility Ecosystem

Management

Technology Cmte

Shareholder Democracy and Engagement
Shareholder Democracy
Magna’s approach to corporate governance reflects the following basic principles of shareholder democracy:
◾
◾

◾

◾

◾

78

One Share, One Vote: We have a single class of shares, with each share entitled to one vote.
Majority Voting: Under applicable corporate law, shareholders can only vote “for” or “withhold” their vote fordirector nominees. A “withhold” vote is an abstention or non-vote instead of a vote against the nominee. As
a result, a single “for” vote can result in a nominee being elected, no matter how many votes were withheld. We
have adopted a majority voting policy in our Board Charter, under which we treat “withhold” votes as if they
were votes against a nominee in the case of an uncontested election (i.e. one in which the number of nominees
equals the number of Board positions). A nominee who is legally elected as a director but receives more“withhold” votes than “for” votes must immediately tender a resignation to the Chair of the GNSC.
Detailed voting results are promptly disclosed in a press release issued after each shareholder meeting, sothat shareholders can easily understand the level of support for each nominee, as well as each other item ofbusiness at the meeting.
Unless there are exceptional circumstances, the GNSC and Board must accept the resignation, effective
within no more than 90 days after the annual meeting. We will promptly disclose in a press release thedetermination made by the Board and, in the event they reject a resignation under the majority voting policy,
we will disclose the nature of the exceptional circumstances underlying the refusal to accept the resignation.
Where the GNSC accepts a director’s resignation under our majority voting policy, it may recommend and theIndependent Directors may accept one of the following three outcomes:◾
leave the resulting vacancy unfilled;◾
fill the vacancy by appointing someone other than the director who resigned; or◾
call a special meeting of shareholders at which a nominee other than the one who resigned will be
proposed for election.
Advance Notice By-Law: Shareholders wishing to nominate a candidate for election to our Board at anannual meeting of shareholders or any special meeting where one of the purposes of the meeting is the electionof directors, may do so by complying with the advance notice provisions of our corporate By-Law. These
provisions, which are intended to provide a fair and transparent process for shareholder nominations set out,
among other things that timely written notice of the nomination(s) must be provided by the nominating
shareholder to Magna’s Corporate Secretary within the timelines, and must include the information, specified
in the By-Law. The full text of our By-Law is available on our website (www.magna.com) and filed on SEDAR(www.sedar.com).
Shareholder Proposals and Communication: Subject to meeting certain technical requirements,
shareholders are entitled under applicable corporate law to put forward proposals to be voted on at a meetingof shareholders. The Board will give serious consideration to the voting results for shareholder proposals,
even if they are only advisory in nature.
Proposals of shareholders intended to be presented at our Annual Meeting of Shareholders to be held in
2024 must be received by us at our principal executive offices on or before March 14, 2024, in order to be
included in our 2024 Management Information Circular/Proxy Statement.
Corporate Transactions Involving the Issuance of 25% or More of Our Issued and Outstanding
Common Shares: Corporate transactions involving the issuance of a significant proportion of Common Shares
may be material and should be approved by shareholders. In the event of a transaction which would involvethe issuance of 25% or more of our issued and outstanding Common Shares, we will obtain shareholder
approval before proceeding with the transaction.

Corporate GovernanceShareholder Engagement
We value constructive dialogue with shareholders and potential investors and regularly engage with shareholders andshareholder representative organizations throughout the year to better understand their perspectives regarding Magna.
Where possible, we consider the feedback received from such meetings in refining Magna’s policies, practices and/or
public disclosures.
The Board’s shareholder engagement activities are led by Robert F. MacLellan, the Chairman of the Board. Board-led
discussions typically relate to matters such as corporate governance and executive compensation. Significant shareholder
and investor outreach is also conducted by members of our Executive Management team as part of our regularinvestor relations activities, as well as by members of our sustainability team as part of our ongoing engagement on
ESG topics. Feedback communicated by shareholders and investors to the Executive Management team is shared with
the Board on a quarterly basis and the Chairman advises the full Board regarding shareholder engagement activities
conducted by him.
Shareholders wishing to engage with the Board may do so by contacting the Board Chair, any Committee Chair or any
other Independent Director through the office of the company’s Corporate Secretary, as follows:
337 Magna Drive
Aurora, Ontario
CanadaL4G 7K1
Telephone: (905) 726-2462
shareholderengagement@magna.com

Ethical Conduct
Ethical Business Conduct
We maintain a Code of Conduct & Ethics, which is disclosed on the corporate governance section of our website(www.magna.com) in multiple languages. The Code, which is administered and overseen by the Audit Committee, applies
equally to all of our directors, officers and employees. The Code is reviewed regularly and proposed amendments
must be approved by the Board. Any waivers of the Code for directors or executive officers must be approved by the
Audit Committee, while waivers for other employees must be approved by our Chief Legal Officer, Corporate Secretaryor Chief Human Resources Officer. No waivers of the Code were requested or granted in 2022.

We maintain a confidential and anonymous whistle-blowing line known as the Magna Hotline, which is overseen by the
Audit Committee. Stakeholders may make submissions to the Magna Hotline by phone or internet. Submissions arereceived and tracked by an independent third-party service provider. Non HR-related reports to the Hotline are reviewed
by Magna’s Internal Audit Department and, when appropriate, an investigation is conducted in accordance with our
Policy on Internal Ethics Investigations.

Corporate Governance79

CORPORATEGOVERNANCE

We maintain an ethics and legal compliance training program (“ELC Program”), which aims to assist employees inunderstanding the values, standards and principles underlying the Code of Conduct & Ethics, as well as the applicationof such values, standards and principles to real-life situations encountered by employees in different roles. Our ELC
Program, which is overseen by the Audit Committee, involves specialized compliance training modules which target
specific functional audiences and high-risk regions. In addition to providing training on legal compliance and ethics topics
generally, these specialized programs are designed to be interactive and incorporate real-life scenarios and exercises.

Sustainability at Magna
At Magna we are committed to making a difference through our products and processes, as well as care and concern
for our people and the communities in which they live.

Magna’s Climate Change Committment
We recognize the reality of climate change and its impact on the planet. As a result, we are focused on doing the rightthings today so that our corporate interests do not come at the expense of the viability of life for the generations that follow.
Although combating climate change requires a collective global response, Magna is determined to play its part inaddressing this existential threat to our planet. We took a significant step in 2021, targeting carbon neutrality (Scope 1
and Scope 2 emissions) in our European operations by 2025 and in our global operations by 2030. To date,26 (2022: 20; 2021: 9) of our Divisions globally have achieved carbon neutrality.
We believe our commitment makes us an industry leader in North America and aligns us with industry leaders in
Europe. Moreover, we are focused on a science-based approach aligned with the objectives of the Paris Climate
Agreement and intend to submit our emission reduction targets for official validation by the Science Based Targets
initiative (SBTi) in 2023.
Our progress to date with respect to carbon neutrality is detailed in our Sustainability Report which forms part of our
Annual Information Form/Annual Report on Form 40-F.

Approach to Sustainable Value Creation
Overall, our approach to sustainable value creation involves:
◾
◾
◾
◾
◾
◾
◾

designing, engineering, manufacturing and delivering innovative product solutions for our customers, which
achieve shared goals of reduced weight, lower fuel consumption and reduced carbon emissions;
optimizing and innovating our manufacturing processes for resource and input efficiency, as well as productquality;enhancing the energy efficiency of our plants to reduce Scope 1 greenhouse gas emissions;
implementing our roadmap for the transition to 100% renewable energy to reduce our Scope 2 emissions;
implementing a roadmap for reducing Scope 3 emissions in our supply chain;treating our employees fairly and looking out for their health, safety and general well-being; andserving as a good community partner, particularly in the communities in which our employees live and work.

Our Sustainability Report aims to provide our stakeholders with a better
understanding of how we approach the creation of sustainable, long-term value
Governanceand our management of sustainability-related risks. The report has been structured
to align with the Task Force on Climate-related Financial Disclosures (“TCFD”)
Strategyframework, as well as the Sustainability Accounting Standards Board’s (“SASB”)
Auto Parts accounting standard, where possible. While this report may not currently
Risk
provide stakeholders with all of the information sought through the TCFD andManagement
SASB frameworks; we continue to evolve and enhance our disclosure as ourcollection and validation of the applicable data improves. While the TCFD and
SASB Auto Parts frameworks primarily address climate-related factors, ourMetrics andTargets
Sustainability Report aims to go beyond such items to give stakeholders a better
understanding of the broad range of environmental, social and governanceinitiatives that define our approach to sustainable value creation.
For convenience, we have repeated below a summary of SASB and other metrics appearing in our Sustainability
Report. However, we encourage readers to read the full report to gain a full understanding of the environmental, socialand governance factors that define our approach to sustainability.

80

Corporate Governance

TOPICSASB CODE

GHG Emissions—

EnergyManagement

TR-AP-130a.1

—

Waste
Management

TR-AP-150a.1

METRICUNIT OF MEASURE

MAGNA 2022 DATA(1)CHANGE FROM
2019 BASELINE(2)Metric Tons (t) CO2e

1,460,959 t↓ 30.9%Aggregate amount of energy
consumed

Gigajoules (GJ)
MegaWatt hours (MWh)20,052,840 GJ
5,570,234 MWh↓ 12.9%% of energy consumed
supplied from electrical grid

Percentage (%)

57.8%↑ 280 bps

% of energy consumed that isrenewable energy

Percentage (%)

10.0%

—

Energy intensity

MegaWatt hours (MWh) /Sales (USDm)

147 MWh / USDm

↓ 9.3%

Energy intensity reduction

MegaWatt hours (MWh) /Sales (USDm)

Target: ≥3% p.a.
Actual: 1.3% 2022—

Aggregate amount of waste
generated frommanufacturing operations

Metric Tons (t)1,476,282 t—% of waste generated that ishazardous

Percentage (%)

4.3%

—

% of waste generated thatwas recycled

Percentage (%)

87.2%

—

% hazardous waste diverted
from landfill

Percentage (%)

90.0%

—

Waste diversion from landfill
targetPercentage (%)≥95% p.a.

—

Annual water withdrawals

Megalitres (ML)6,292 ML↓ 17.4%

Water reduction target

Percentage (%)

1.5% p.a.
15% by 2030 (vs. 2019)—

Annual remediation expenses

Reporting Currency (USD)<$1.0m

No Change

Aggregate remediation
balance for known events

Reporting Currency (USD)$16.3m

↑ 21.6%

Total amount of monetarylosses incurred as a result oflegal proceedings associatedwith anti-competitive
behaviour regulations

Reporting Currency (USD)

$1.2m

—

Accident frequency rate

1.0 = 1 injury / illness per
100 employees working
40 hours/week, 50 weeks/year

0.62↓ 40.4%

Accident severity rate

10.0 = 10 lost work days /100 employees working
40 hours/week, 50 weeks/year

12.40↑ 0.4%% of employees who are
women(3)Percentage (%)

28%—% Women in Critical Positions

Percentage (%)

18%—% Women on the Board of
Magna

Percentage (%)

42%(4)↑ 600 bps

Scope 1 & 2 emissions

Water
Management

Environmental
Management

Competitive
Behaviour

Health and Safety

Gender Diversity——

TR-AP-520a.1——

CORPORATEGOVERNANCE—

Notes:(1)2022 data with respect to Water Withdrawals, Emissions, Energy Management, Waste Management, and Health and Safety is preliminary.

(2)

Items indicated by a dash were not tracked in 2019.

(3)

Wholly-owned operations only.

(4)

As of May 11, 2023, the percentage of women on the Board will be 38%, assuming election of all nominees for Magna’s annual meeting of shareholders.

Corporate Governance81

Board Committees andCommittee Reports
Committees
This Board currently maintains four standing committees to assist it in carrying out its duties:◾

Audit Committee;
Governance, Nominating and Sustainability Committee;
Talent Oversight and Compensation Committee; andTechnology Committee.

◾
◾
◾

The Board has delegated certain responsibilities to each Board committee as described below and further in eachcommittee’s charter. All four of our Board committees are comprised entirely of independent directors. Each committee
member had 100% attendance at all committee meetings held in 2022.
The following table outlines the Board committee composition as of the date of this Circular. The GNSC, at least,
annually reviews Board committee memberships and recommends to the Board the allocation of Board members forappointment to each of the Board committees based on the needs of the individual committees.
All Committee Charters have been filed on SEDAR (www.sedar.com) and are also available in the Leadership &Governance section of Magna’s website (www.magna.com ).
AC(1)DIRECTOR(1)Peter G. Bowie

Hon. V. Peter Harder
Jan R. Hauser

TOCC

✓

✓

Chair

✓

✓

Chair

✓

Dr. Kurt J. Lauk✓✓

Robert F. MacLellan(1) (Board Chair)
Mary Lou Maher(1)William A. Ruh
Dr. Indira V. Samarasekera

✓

✓
✓

✓

Chair

✓

✓

✓

✓

Dr. Thomas Weber
Lisa S. Westlake(1)
(1)

TC
✓

Chair

Mary S. Chan
(1)

GNSC

All members of the Audit Committee, together with Mr. MacLellan and Ms. Westlake, meet the requirements to be considered financial experts.

Committee Reports
A report of each standing Board Committee follows. Each report summarizes the Committee’s mandate and principal
activities in respect of 2022 and to date in 2023. In addition, a separate TOCC report on compensation and performancecan be found on page 34 of this Circular.

82

Corporate GovernanceReport of the Audit Committee
MandateThe Audit Committee’s primary role is to satisfy itself on behalf of shareholders that thecompany’s financial statements are accurate in all material respects and can be relied upon byshareholders. This necessarily involves diligent oversight of the company’s: system of internal
controls; finance and accounting policies; internal and external audits; relationship with theindependent auditors; financial risk mitigation strategies; and the integrity of its financial reports
and disclosures.

In appointing members to the Audit Committee, the Board considers the relevant expertise
brought to the Audit Committee by each member, including through the financial leadership andoversight experience gained by each of them in their principal occupations and/or other boards
on which they serve.
2022 Accomplishments and Key Areas of Focus
Through the Audit Committee’s work during 2022 and the first few months of 2023, the Audit
Committee has fulfilled all of the requirements under its Charter, including satisfying itself
regarding the integrity of Magna’s financial statements and financial reporting. Early in 2023, theAudit Committee also oversaw and approved amendments to its Charter which expressly define
the Audit Committee’s responsibilities with respect to enterprise and manufacturing environment
cybersecurity, as well as financial statement disclosure of sustainability matters.
Specific elements of the Audit Committee’s work in respect of 2022 included:
Financial Reporting and Internal Controls◾ received presentations from the company’s Chief Financial Officer and other members of the
Finance Department at each quarterly meeting;◾ reviewed significant accounting policies and critical accounting estimates/judgements;◾ satisfied itself, on behalf of shareholders, as to:◾ disclosure of and accounting for inventories, which was identified as a Critical Audit Matterfor the 2022 audit;◾ disclosure controls and procedures, as well as the effectiveness of internal controls overfinancial reporting; and◾ approved and recommended to the Board all quarterly and annual financial statements,
MD&A and earnings press releases.

Corporate Governance83

CORPORATEGOVERNANCE

The Audit Committee Charter requires that the committee be composed of between three andfive Independent Directors, each of whom is “financially literate” and at least one of whom is a“financial expert”, as those terms are defined under applicable law. Audit Committee members
cannot serve on the audit committees of more than three boards of public companies in total.
The Audit Committee complied with these requirements throughout 2022.
There were a number of changes to Audit Committee composition during 2022, as follows:◾ retirement of Cynthia A. Niekamp in May 2022, in connection with her retirement from theBoard and retirement of Robert F. MacLellan as Audit Committee Chair in May 2022, inconnection with his appointment as Board Chair;◾ appointment of Peter G. Bowie as Audit Committee Chair in May 2022;◾ appointment of Jan R. Hauser in August 2022; and◾ retirement of Robert F. MacLellan as an Audit Committee member in August 2022.

AUDIT COMMITTEEREPORT

Composition

Oversight of Internal Audit◾ reviewed and approved the Internal Audit work plan and budget; and◾ received quarterly updates regarding the execution of the Internal Audit work plan, as wellas Management follow-up on items identified by the IAD, including through in camera
sessions at each quarterly Audit Committee meeting.
External Audit Independence and Effectiveness◾ satisfied itself as to Deloitte’s continued independence from Management;◾ received reports from Deloitte regarding Deloitte’s tailored risk assessment and incremental
audit procedures of key areas;◾ reviewed and approved Deloitte’s integrated audit plan, preliminary and final fees, as well as
scope of and fees for additional audit and all non-audit services arising through the year;◾ discussed audit, accounting and internal controls matters, as well as all required
communications, with Deloitte, including through in camera sessions at each quarterly Audit
Committee meeting;◾ assessed with Deloitte all audit risks identified as significant, as well as Deloitte’s audit
responses to address such risks;◾ reviewed with Deloitte its integrated audit results;◾ performed an annual audit effectiveness assessment of Deloitte;◾ reviewed and discussed with Deloitte the Critical Audit Matter (inventories) identified forinclusion in Deloitte’s report on Magna’s 2022 financial statements;◾ continued to monitor the integration of audit quality indicators, as well as audit quality
initiatives and developments to promote continuous audit improvement; and◾ participated in a workshop on audit committee effectiveness and best practices facilitatedby Deloitte.
Ethics and Compliance◾ received updates from Magna’s Chief Compliance Officer regarding the company’s Ethics
and Legal Compliance Program, including administration of the Code of Conduct andEthics, compliance training initiatives and activities of the company’s Compliance Council.
Whistle-Blowing◾

reviewed summaries of matters reported and investigated through Magna’s Hotline; and◾ satisfied itself that the Hotline provides an effective mechanism for the reporting of fraud
and/or breaches of the Code of Conduct and Ethics.
Topical “Deep Dives”◾ received presentations and updates with respect to Cybersecurity and IT, ESG Reporting,
Finance Transformation, Group Finance Succession Planning, Tax and Treasury.
Committee Approval of This ReportManagement is responsible for the preparation and presentation of Magna’s consolidated
financial statements, the financial reporting process and the development and maintenance ofMagna’s system of internal controls. The company’s external auditor is responsible for
performing an independent audit on, and issuing its reports in respect of Magna’s consolidated
financial statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (“PCAOB”), as well as the effectiveness of Magna’s internal
control over financial reporting, in accordance with the standards of the PCAOB. The Audit
Committee monitors and oversees these processes in accordance with the Audit Committee
Charter and applicable law.
Based on these reviews and discussions, including a review of Deloitte’s Report on Financial
Statements and Report on Internal Controls, the Audit Committee recommended to the Boardand the Board approved Magna’s consolidated financial statements and MD&A in respect of the
fiscal year ended December 31, 2022.
The Audit Committee is satisfied that it has fulfilled the duties and responsibilities assigned to it
under its charter in respect of the year ended December 31, 2022. This report is dated as ofMarch 30, 2023 and is submitted by the Audit Committee.

84

Corporate GovernanceReport of the Governance,
Nominating and Sustainability
Committee
MandateThe GNSC, which was formed in August 2022, assists the Board in fulfilling its oversight responsibilities
with respect to corporate governance, Board succession planning, director compensation andsustainability overnight.

Composition
The GNSC Charter requires that the committee be composed of between three and five Independent
Directors. The GNSC (including its predecessor committee) complied with this requirement in 2022.
In appointing members to the GNSC, the Board considers the relevant expertise brought to the GNSC
by each member, including through the leadership, governance and other experience gained by each ofthem in their principal occupations and/or other boards on which they serve.

During 2022 and the first few months of 2023, the GNSC fulfilled all of the requirements under its
Charter, including with respect to Magna’s overall system of corporate governance, Board composition,
sustainability and other matters. For purposes of this report, we have included applicable activities of the
CGCNC from January to July 2022. Some of the GNSC’s significant activities and accomplishments inthese areas include:
Corporate Governance◾ oversaw annual board effectiveness evaluation in respect of 2022; and◾ recommended revised Board Committee structure and amendments to Board and Committee
charters to reflect same.

GNSC
REPORT

2022 Accomplishments and Key Areas of Focus

Board Renewal◾

oversaw process to identify new independent director search firm;
reviewed/assessed updated skills matrix and Board renewal roadmap, identified priority Board
composition needs and developed candidate profiles for two searches;◾ oversaw the search firm’s efforts and interviewed shortlisted candidates for both candidate profiles; and◾ recommended to the Board the appointment of Jan R. Hauser in August 2022, as well as thenominations of Jay K. Kunkel and Matthew Tsien for election at the 2023 annual meeting ofshareholders.
Director Compensation◾ initiated a review of the structure and quantum of director compensation, with the assistance of theBoard’s independent compensation advisor; and◾ recommended to the Board approval of a new flat fee director compensation structure, effective as ofJanuary 1, 2023.
Sustainability◾ satisfied itself regarding Magna’s progress with the carbon neutrality commitments within its
sustainability strategy; and◾ received presentations on supply chain sustainability, as well as regulatory developments aroundsustainability disclosure.
Risk Oversight◾ reviewed risk oversight responsibilities across the Board and its Committees.

Committee Approval of Report
This report is dated as of March 30, 2023 and is submitted by the GNSC.

Corporate Governance85

CORPORATEGOVERNANCE◾

Report of the Talent Oversightand Compensation Committee
MandateThe TOCC, which was formed in August 2022, assists the Board in fulfilling its oversight responsibilities
with respect to leadership development, executive succession planning, executive and incentive
compensation, as well as talent management.

Composition
The TOCC Charter requires that the committee be composed of between three and five Independent
Directors. The TOCC (including its predecessor committee) complied with this requirement in 2022.
In appointing members to the TOCC, the Board considers the relevant expertise brought to the TOCC
by each member, including through the leadership development and executive succession planning,
executive compensation and talent management experience gained by each of them in their principal
occupations and/or other boards on which they serve.

2022 Accomplishments and Key Areas of Focus
During 2022 and the first few months of 2023, the TOCC fulfilled all of the requirements under its
Charter, including with respect to Magna’s overall system of talent management, leadershipdevelopment and succession planning, executive compensation, employee health and safety and othermatters. For purposes of this report, we have included applicable activities of the CGCNC from January
to July 2022. Some of the TOCC’s significant activities and accomplishments in these areas include:
Talent Management, Development and Diversity◾ monitored succession plan status for critical leadership roles;◾ received a presentation on talent attraction, retention and development initiatives; and◾ received an update on the status of enhancements to the company’s pension plans and retirementsavings programs.
Executive Compensation◾ reviewed and approved updates to the peer group used for executive compensation benchmarking;◾ received updated benchmarking results for five most highly compensated roles;◾ recommended Board approval of 2022 target TDC levels, profit sharing percentages and 2019 ROICPSU and rTSR PSU payouts;◾ recommended Board approval of the decision items described in the Compensation and
Performance Report earlier in this Circular;◾ with the assistance of the Committee’s independent compensation advisor, reviewed, assessed, andmodified the proposed structure and terms of the special, non-recurring TFG PSUs;◾ jointly with the Board Chair, the TOCC Chair engaged with five shareholders regarding the TFG PSUs;◾ recommended Board approval of the structure and quantum of the TFG PSUs; and◾ satisfied itself on behalf of shareholders that there remains an appropriate linkage between pay andperformance in Magna’s system of executive compensation, as well as a range of incentives which
continue to be effective in attracting, motivating and retaining key employees, while appropriatelybalancing risk and reward.
Employee Health & Safety◾ received update on status of occupational health and safety audits and inspections; and◾ satisfied itself as to the continued effectiveness of Magna’s occupational health/safety management
programs, generally.

Committee Approval of Report
This report is dated as of March 30, 2023 and is submitted by the TOCC.

86

Corporate GovernanceReport of the Technology Committee
MandateThe Technology Committee assists the Board in fulfilling its oversight responsibilities with respect
to disruptive and other technological trends and risks, as well as the company’s efforts toaddress them.
Composition
Prior to August 2022, the Technology Committee Charter required that the committee becomposed of between three and five directors, a majority of whom had to be Independent
Directors. Effective August 1, 2022, the Technology Committee became a Committee of all of
the non-executive directors of the Board.
2022 Accomplishments and Key Areas of Focus

TECHNOLOGYCOMMITTEE REPORT

During 2022 and the first few months of 2023, the Technology Committee fulfilled therequirements of its Charter. Early in 2023, the Technology Committee also oversaw andapproved amendments to its Charter which expressly define the Technology Committee’s
responsibilities with respect to cybersecurity related to Magna’s products and solutions.
Some of the Technology Committee’s significant activities and accomplishments in respect of2022 include:
Technology Trends, Opportunities & Risks◾ engaged in “deep dive” reviews of various topics, including:◾ electrical/electronic vehicle architectures;◾ electric vehicle battery landscape;◾ digitization; and◾ micromobility.
Technology Investments and M&A Strategy◾ quarterly reviewed status of Magna’s investments in technology start-ups and investment
funds, including as to investment rationale, technology, intellectual property, overall value
proposition and investment performance.

CORPORATEGOVERNANCE

Committee Approval of Report
This report is dated as of March 30, 2023 and is submitted by the Technology Committee.

Corporate Governance87Additional Information
Interests ofManagement andOther Insiders in
CertainTransactions

Dr. Indira Samarasekera serves on the board of the Canadian Institute for Advanced
Research (“CIFAR”), a not-for-profit focused on advanced research and study. Magna
has made a multi-year commitment to CIFAR, which included C$150,000 in 2022. The
amount of Magna’s contribution to CIFAR is not material to Magna. Dr. Samarasekera
does not receive any compensation from CIFAR for her service on the CIFAR board.

Indebtedness of
Directors, Executive
Officers andEmployees

None of Magna’s present or former directors or executive officers (including any of theirassociates) were indebted at any time during 2022 to Magna or its subsidiaries. As at
the Record Date, present and former employees of Magna and its subsidiaries owed
Magna and its subsidiaries of $0.1 million in aggregate.

Directors’ andOfficers’ Insurance

Effective September 1, 2022, Magna renewed its directors’ and officers’ liability
insurance for a one-year renewal period. This insurance provides, among othercoverages, coverage of up to $300 million (in the aggregate for all claims made during
the policy year) for officers and directors of Magna and its subsidiaries, subject to aself-insured retention of $5.0 million for all claims. This policy does not provide coveragefor losses arising from the intentional breach of fiduciary responsibilities under statutory
or common law or from violations of or the enforcement of pollutant laws andregulations. The aggregate premium payable in respect of the policy year September 1,
2022 to September 1, 2023 for the directors’ and officers’ liability portion of thisinsurance policy was $4.2 million.

Contacting the
Board

Shareholders wishing to communicate with the Board Chair or any other director may
do so through the office of the Corporate Secretary at 337 Magna Drive, Aurora,
Ontario, Canada, L4G 7K1, telephone (905) 726-2462 or by email
shareholderengagement@magna.com.

Approval of Circular

The Board has approved the contents and mailing of this Circular.

Bassem A. Shakeel
Vice-President and Corporate Secretary
March 30, 2023
Magna files an Annual Information Form with the Ontario Securities Commission and Annual Report on Form 40-F with the U.S.
Securities and Exchange Commission. A copy of Magna’s most recent Annual Information Form, this Circular and the Annual
Report containing Magna’s consolidated financial statements and MD&A, will be sent to any person upon request in writing
addressed to the Secretary at Magna’s principal executive offices set out in this Circular. Such copies will be sent to any
shareholder without charge. Copies of Magna’s disclosure documents and additional information relating to Magna may beobtained by accessing the disclosure documents available on the internet on the Canadian System for Electronic Document
Analysis and Retrieval (SEDAR) at www.sedar.com. Financial information is provided in Magna’s comparative consolidated
financial statements and MD&A for fiscal 2022. For more information about Magna, visit Magna’s website at www.magna.com.

88

Additional Information

Definitions and Interpretation
Certain DefinedTerms

In this document, referred to as this “Circular”, the terms “you” and “your” refer to theshareholder, while “we”, “us”, “our”, the “company” and “Magna” refer to Magna
International Inc. and, where applicable, its subsidiaries. In this Circular, a reference to“fiscal year” is a reference to the fiscal or financial year from January 1 to December 31of the year stated.
We also use the following defined terms throughout this Circular:

Deloitte:
DSUs:
GNSC:
Independent
Directors:
NYSE:
OBCA:
TC:
TOCC:
TSX:
Currency, Exchange
Rates and Share
Pricesour Board of Directors.
the Bank of Canada.
Canadian dollars.
the former Corporate Governance, Compensation and Nominating Committee of our
Board.
Deloitte LLP
deferred share units.
the Governance, Nominating and Sustainability Committee of our Board.
our directors or nominees who have been determined to be independent on the basis
described under “Nominees for Election to the Board – Nominee Independence”.
The New York Stock Exchange.
the Business Corporations Act (Ontario).
the Technology Committee of our Board.
the Talent Oversight and Compensation Committee of our Board.
the Toronto Stock Exchange.
Dollar amounts in this Circular are stated in U.S. dollars, unless otherwise indicated, andhave been rounded to the nearest thousand. In a number of instances in this Circular,
information based on our share price has been calculated on the basis of the closing
price of our Common Shares on the NYSE.

REFERENCE DATE

Information
Currency
Websites notincorporated by
Reference

NYSE SHARE
PRICE
(US$)

December 31, 2022

56.18

March 24, 2023

50.18

The information in this Circular is current as of March 30, 2023, unless otherwise
stated.
Information contained on or otherwise accessible through Magna’s website and otherwebsites, though referenced herein, does not form part of and is not incorporated byreference into this Circular.

DEFINITIONS AND
INTERPRETATIONAC:Board:BoC:C$:
CGCNC:

the Audit Committee of our Board.

Definitions and Interpretation89

Transfer Agent and Registrar
Computershare Trust Company of Canada
100 University Avenue, 8th Floor
Toronto, Ontario, Canada M5J 2Y1
Telephone:
1 (800) 564-6253
Computershare Trust Company, N.A.
462 S. 4th Street
Louisville, Kentucky, USA 40202
Telephone:
1 (800) 962-4284
From all other countries
Telephone:
1 (514) 982-7555
www.computershare.com

Exchange Listings
Common Shares
Toronto Stock Exchange MG
New York Stock Exchange MGA

Corporate Office
Magna International Inc.
337 Magna Drive,
Aurora, Ontario, Canada L4G 7K1
Telephone: (905) 726-2462
Fax: (905) 726-7164
www.magna.com

Magna International Inc.
337 Magna Drive
Aurora, Ontario
Canada L4G 7K1
Telephone: 905 726 2462