Code of
Conduct
And Ethics

CODE OF CONDUCT AND ETHICS 2022
Magna International

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MESSAGE
FROM CHIEF EXECUTIVEOFFICER
Magna’s Code of Conduct and Ethics is embedded in our culture and supports our company’s purpose
and core values. Our Code reflects our commitment as an organization and emphasizes the key
principles that guide us to always act with integrity and do the right thing.
To safeguard our reputation and contribute to Magna’s ongoing success, it is important for all of us totake the time to review, understand and live the values of our Code. Our Code is a roadmap we canfollow everyday, that helps guide us to what is and isn’t acceptable when making decisions that affect
Magna.
Starting in 2022, Ethisphere recognized Magna as one of the World’s Most Ethical Companies, anhonor reserved for a select number of organizations with exceptional programs and a commitment toadvancing business integrity. I am proud of our dedicated employees, who are committed to Magna andapply the highest ethical standards in everything they do. Our employees are the key to our success.
Thank you for your continued dedication to Magna and your commitment to upholding our ethicalvalues.
Swamy Kotagiri
Chief Executive Officer

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MESSAGE
FROM CHIEF COMPLIANCE
OFFICER
Magna’s Code of Conduct and Ethics is our guidepost to ensure that all of us act with honesty andintegrity in all of our business dealings. I received an email from a long-time Magna employee recently.
He told me that he has always been a proud Magna employee, but it made him even prouder to knowthat the company he worked for was making ethics and integrity a key priority.
I am also very proud of the great work our employees have done to ensure that they are following our
Code of Conduct and Ethics and getting the answers they need. Sometimes those answers aren’t
obvious or are in a “grey” zone. We’ve seen an increase in questions to our Regional Compliance
Officers and more usage of our internally available compliance resources. We also see more
employees using our Disclose It! system for disclosing conflicts of interest and gifts to government
officials and Integrity Check, which enables us to confirm that third parties who represent Magna have
reputations for ethical business practices. Employees have committed to be “Magna Upstanders” whichasks us not to be bystanders by speaking up when we witness inappropriate behavior.
We are in an extremely complicated business, which comes with challenging and nuanced ethics andcompliance issues. Thank you for doing your part every day by acting with integrity and by speaking up.
Your commitment drives our ongoing success – moving us in one direction. Forward. For All.
Joanne Horibe
Vice President, Ethics and Chief Compliance Officer

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Table of Contents
MESSAGE FROM CEO ............................................................................................................... 2
MESSAGE FROM CCO ............................................................................................................... 3
INTRODUCTION ........................................................................................................................ 6
Vision l Mission l Values ........................................................................................................... 8RESPONSIBILITIES ..................................................................................................................... 9
OUR CUSTOMERS/MARKET PLACE ........................................................................................ 11
Conducting Business with Integrity, Fairness and Respect ................................................... 11
Compliance with Antitrust and Competition Laws ............................................................... 11
Compliance with Anti-Bribery Laws ...................................................................................... 11
Lobbying and Political Participation ...................................................................................... 12
OUR SHAREHOLDERS / INVESTORS........................................................................................ 14
Financial Reporting ................................................................................................................ 14
Improper Securities Trading .................................................................................................. 14
Public Disclosures .................................................................................................................. 15
OUR EMPLOYEES .................................................................................................................... 16
The Environment and Occupational Health and Safety ........................................................ 16
Protection of Personal Data .................................................................................................. 16
Respect for Human Rights ..................................................................................................... 16
Diversity and Inclusion .......................................................................................................... 17
Careful Communication......................................................................................................... 18
Reporting Violations .............................................................................................................. 18
OUR BUSINESS ...........................................................................................................................
Use of Confidential Information ............................................................................................ 20
Investments and Corporate Opportunities ........................................................................... 20
Self-Dealing and Interacting with Relatives or Friends ......................................................... 21
Outside Positions ................................................................................................................... 21
Gifts and Entertainment ........................................................................................................ 21
ADDITIONAL RESOURCES ....................................................................................................... 23
GLOSSARY............................................................................................................................... 24
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INTRODUCTION
It is important that we all understand our obligation to conduct business in a way that is both ethical andconsistent with our corporate policies.
Today, as the mobility landscape continues to become more complex and challenging, it is importantthat we all understand our obligation to conduct business in a way that is both ethical and consistent
with our corporate policies. Our Code of Conduct and Ethics (the “Code”) acts as a guide to help us
maintain our ethical standards.
We expect and require every employee to act in accordance with applicable law and consistent with ourcore values and business principles. We also expect our suppliers, consultants, independent
contractors, agents, and other representatives to meet these standards. Violations of this Code will leadto disciplinary action for employees, up to and including dismissal.
This standard applies to how we:• treat one another in the workplace;• manage our environmental responsibilities;• engage with competitors;• interact with government officials; and• protect our confidential information as well as that of our customers.
Each of us is responsible for acting with honesty and integrity and making the ethical choice all of thetime. It is a key part of our job. Our Ethics & Legal Compliance team is committed to providing thenecessary training and ongoing support to enable us to succeed in this area.
Our Code applies to interactions in our shared professional lives, including daily office encounters,
shared online spaces, social media, conferences, and other events where we represent Magna.
This Code is provided as a resource to help guide us through our duties as Magna employees, and it
offers topics for ensuring compliance with local and international laws.

Q. I’m a Magna employee. Does this Code of Conduct and Ethics apply to me?
A. Yes. The Code applies to all employees of Magna International Inc. (including full-time and part-time
employees) and all of its operating groups, divisions, joint ventures and other operations globally. It also
applies to all of our board directors and officers.
Q. I’m a supplier to Magna. Does this Code apply to me?
A. Anyone who acts on our behalf, such as suppliers, consultants, independent contractors, agents,and other representatives are required to meet the requirements in the Supplier Code of Conduct,
which sets out standards that are similar to those found in this Code.

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Q. What are the consequences if I violate this Code?
A. We are deeply committed to the values of this Code and will take seriously any failure to upholdthese commitments. Violations of this Code will lead to disciplinary action. The type of discipline will
depend on the severity of the breach and may include dismissal from employment in serious cases.
The consequences are the same for our suppliers, consultants, independent contractors, agents orother representatives who fail to meet the ethical standards expected of our employees. If the breach isserious, we may terminate our relationship with the third party.
We must also keep in mind that some sections of this Code reflect applicable legal requirements. Thismeans that, in some cases, an action that breaches our Code may also violate the law. In these
instances, the punishment can include fines or imprisonment.
Please note that the questions and examples provided throughout this document are solely illustrative, do not describe actual events, and are not intended to capture all, oreven the most serious, cases which may arise under our Code of Conduct and Ethics.

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Vision l Mission l Values
Our Vision
Advancing mobility for everyone and everything.

Our Mission
Our mission is to use our expertise to create a better world of mobility, responsibly. We do that bydeveloping technologies, systems and concepts that make vehicles safer and cleaner for everyone.

Core Values
Guided by our Employee’s Charter, our core values are a reflection of who we are as individuals and as
a company.

Think Big
Empowering each to act with confidence.

Take Responsibility
Taking accountability for ourselves and others in our actions and commitments.

Never Settle
Constantly innovating, improving and asking the right questions.

Be Collaborative
We do our best when we do it together, with respect and humility.

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RESPONSIBILITIESLife is full of choices, and we make many of them in the blink of an eye, every day.
But some choices are much more important than others. And the choices we make as we represent
Magna reflect on the company as a whole as well as ourselves.
In short, our choices drive integrity.
We have a Code of Conduct and Ethics to help guide us in making the best choices in the workplace.
This Code applies to ALL Magna employees globally, including corporate and group offices,manufacturing divisions, and joint ventures.
We expect all employees to read and understand our Code and to always act in an ethical and honest
way. Making the right choices and following the laws and regulations that govern our business are
critically important to our success, now and in the future.

What We Can Do
We are relying on all employees to help us drive integrity throughout the organization. We must:•••

Know our Code and related compliance policies
Speak up if we believe a possible violation of this Code has occurred orhave a question about our CodeTo live the basic principles that make up our Code, every day

This is what we mean when we say: Know it. Speak it. Live it. Magna’s success depends on our people
taking an active role and making sure all of us conduct business in an ethical way.

Expectations of our Leaders
As leaders of the company, our executives, senior officers, and managers are expected to set the highest
ethical standard for themselves, in turn setting an example for their teams to follow. Our leaders are also
expected to be diligent and alert regarding any potential violations of this Code and report concerns on atimely basis. Our leaders must also maintain an environment in which employees feel comfortable raisingcompliance concerns. This leadership by example is critical in establishing and maintaining thecompany-wide standards of behaviour outlined in this Code.
Leaders also play a critical role in ensuring that there is no retaliation against any employee (or otherperson) who reports concerns honestly and in good faith. This kind of retaliation is explicitly prohibited by
our Policy on Anti-Retaliation.
Retaliation can take many forms and can include subtle action. It can include reduced hours or pay,
being dismissed, demoted, suspended, threatened, harassed, abused, embarrassed, humiliated, or

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denied opportunities (such as a promotion, wage increase, or overtime). For more information, pleasesee our Policy on Anti-Retaliation.
Q: I think my supervisor may be violating our Code, but I’m worried that reporting his behaviour
may negatively affect my employment. Will Magna protect me if my supervisor finds out I
reported his conduct?
A: Yes. Our Policy on Anti-Retaliation prohibits supervisors from taking retaliatory action against
employees and protects employees who report concerns honestly and in good faith.
Q: Does the Policy on Anti-Retaliation apply if I am dismissed from my employment after
reporting a concern in good faith?
A: Yes, retaliation can take the form of dismissal. But it can also take other (including subtle) forms ofaction. Please see our Policy on Anti-Retaliation for more information.

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OUR CUSTOMERS/MARKET
PLACE
Conducting Business with Integrity, Fairness and Respect
Our operating philosophy is that all of us, employees and management alike, share in the responsibility toensure Magna’s success.
To live up to this responsibility, we must all act with integrity. This means that we must obey the letterand spirit of laws that apply to us, uphold this Code, and honour our commitments.
We must also be fair in our dealings with other employees, customers, suppliers and otherstakeholders.
It is also essential that we respect others who may have different thoughts and opinions, act withsensitivity and concern toward the cultures and customs of countries in which we operate and strive toconsider our impact on the communities and environments where we conduct business.

Compliance with Antitrust and Competition Laws
We compete vigorously, but with respect for free and fair competition. As a result, we must comply withall applicable antitrust and competition laws. We will not engage in any activities that violate these laws
such as agreeing with our competitors to fix prices, discounts, or terms of sale, limit production, divide
markets, coordinate bidding activities, boycott customers or suppliers, fix employee compensation or
agreeing not to hire each other’s employees.
Our Policy on Antitrust and Competition provides a more complete explanation on how we uphold
this commitment.
Q: At Auto Shanghai, I ran into a former sales colleague who now works for a competitor.
Over lunch, he asked if we could come up with a joint strategy to deal with a difficult new
buyer. I told him I would get back to him. What should I have done?
A: While having lunch with a former colleague is not a problem, any attempt to coordinate strategy witha competitor about a customer is strictly prohibited. In this situation, immediately end the conversation
about strategy coordination and tell the former colleague not to discuss the topic. Then promptly inform
Legal or Compliance.

Compliance with Anti-Bribery Laws
We do not offer or accept bribes or kickbacks, either directly or through third parties. In giving or
accepting anything of value, we must think about whether doing so could influence a business decisionor cause others to perceive such influence. We must also ensure that the records of all payments we
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Our commitment to anti-bribery applies, without exception, to all of our operations, no matter what the
local laws or cultural practices may be. We also expect third parties acting on our behalf to uphold thiscommitment.
To find out more about our commitment to conducting business free of bribery, see our Policy on
Bribery & Improper Payments.

Q: In my country, it is common to give government workers a small payment (typically under$100) so that permits get issued more quickly. Am I allowed to make these payments under our
Code and Policies?
A: No. Our Code and Policy on Bribery & Improper Payments prohibit these payments, which areoften referred to as “facilitation” (or “grease”) payments. Although these payments are legal andcommon in some countries, they are illegal in many others.
Q: A government official who oversees our safety compliance gave me her nephew’s résumé andasked that I consider him for any positions that might be open in my department. I’ve reviewed the
résumé and he has strong credentials. What should I do?
A: Immediately let a supervisor, Legal, or Compliance know about this request. As a qualified applicant,he should be treated the same as other qualified applicants for the position. Requests like this need tobe handled with care to ensure that we respect the law and our values while preserving our relationships.

Lobbying and Political Participation
Because laws governing lobbying and political contributions can be very complex and vary greatly
across the locations where we do business, we need to approach our lobbying and political participation
efforts, including funding and support, with great care.
We must not engage in lobbying with any level of government or make political contributions (including
monetary donations, goods, or services) on Magna’s behalf without written permission from a corporate
office representative specifically authorized to handle these issues. For more information, contact amember of the Government Affairs team (visit the Government Affairs page on MagNET for more
information), Legal, or Compliance.
Q: We are having difficulty obtaining city approval for the building design of our new plant. I
happen to know one of the city councilors well and would like to invite her to coffee to explain why
she should support it. Can I do so?
A: No. Since this type of meeting with an elected government official would be for the purpose of
influencing public decision making, it is likely to constitute lobbying under local law. We should not
engage in any act of lobbying without written permission from a corporate office representative
specifically authorized to handle these issues.
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Our operating philosophy is that all of us, employees and management alike, share in the responsibility
to ensure Magna’s success. To live up to this responsibility, we must all act with integrity. This meansthat we must obey the letter and spirit of the laws that apply to us, uphold this Code, and honour ourcommitments.

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OUR SHAREHOLDERS /INVESTORSFinancial Reporting
Magna’s credibility depends on the accuracy of our financial reports, and we must follow all applicablelaws related to financial reporting. We must also be completely accurate in our financial entries.
Our financial controls are designed to ensure the accuracy and timeliness of our reports. We will not
tolerate anyone taking any step, or ordering someone else to take any step, to circumvent thesecontrols through false or misleading entries. Doing so is a serious violation of our Code and could also
be a criminal offense.
Q: I work in accounting and recently received a number of large supplier invoices. My boss
asked that I record them in the next quarter. She said that doing so would improve our financial
results and help our share price. Should I follow her instructions?
A: No. Inaccurate dating or delayed reporting of expenses would lead to overstated earnings
this quarter and could affect our financial results. Failure to accurately record all financial
information, even if it is done with the intention of helping Magna, is a violation of this Code andgenerally accepted accounting principles. If we are asked to do this, we should refuse. If we
don’t feel comfortable or continue to be pressured, we must immediately report the situation.
There are a variety of ways to report, for example, to a financial officer at group or corporate
office, Legal, or Compliance. We can also report the issue using the Magna Hotline or otherappropriate channels (see below, under “Reporting Violations”, for additional details).
.

Improper Securities Trading
We may sometimes gain access to confidential information about Magna, our suppliers, competitors,
customers or business partners through their work. This inside information, if we use it for investment
purposes, could give us an unfair advantage over other investors. Buying or selling securities, like stocks
and bonds, based on inside information is illegal and the penalties can be severe. Therefore, if we haveinside information about Magna or another company, we are prohibited from making investments in thatcompany until that information becomes public and investors have had a chance to evaluate it.
We are also not permitted to share inside information with co-workers or people outside Magna if they are
not authorized to receive it. This prohibition extends to sharing inside information with relatives or friends.
There are even more demanding requirements for our directors and officers and other designatedindividuals listed in the Insider Trading and Blackout Policy. These individuals are prohibited frombuying or selling Magna securities during certain time periods.

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Our Insider Trading and Blackout Policy provides guidance on how to avoid insider trading andimproper disclosure.
Q: Based on internal reports, I know that our sales have increased significantly and that our profit
this quarter will be higher than anticipated by industry analysts. Can I tell my sister to buy Magnastock before we publicly announce our quarterly earnings?
A: No. Using inside information for the benefit of ourselves or others, including our family and friends, iscontrary to our Code and illegal.

Public Disclosures
As a public company, we have a responsibility to provide full, accurate and timely information in our public
documents. We take that responsibility very seriously and strive to follow all applicable laws related todisclosure of our business, operations, and financial conditions. To comply with these complex legal
requirements, we have established a Corporate Disclosure Committee consisting of senior corporate
management.
Any employee authorized to speak to the media or shareholders, or to make public disclosures of any
kind, must comply with applicable securities laws and our Policy on Corporate Disclosure.
More details can be found in our Policy on Corporate Disclosure.

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OUR EMPLOYEESThe diversity of our employees is a source of strength for our global company. We therefore value andrespect people of different backgrounds, capabilities, and opinions.

Environment and Occupational Health and Safety
It is essential that we work in safe and clean environments. We seek to be an industry leader in
occupational health and safety and environmental responsibility in all our operations and our supply
chain.
We are committed to complying, and ensuring that our suppliers comply, – with, all health, safety andenvironmental laws and regulations that apply to us by ensuring that a systematic review program is
implemented and monitored at all times for each operation.
Our commitment to health, safety and the environment is explained in our Employee’s Charter and ourOperational Principles and explained in greater detail in our Health, Safety & Environmental Policy.

Protection of Personal Data
We respect the privacy of our employees and are committed to protecting their personal data. We
process personal data lawfully, transparently and fairly. We will also take reasonable steps to protect the
integrity and confidentiality of personal data.
Q: I work in the Human Resources department. A marketing company recently asked me for thehome addresses of all of our employees so that they can send out some valuable information
about a new medical clinic. Even though the employees would probably benefit from theinformation, I turned the marketing company down. Did I do the right thing?
A: Yes. Our home addresses are private and should only be disclosed for legitimate business andemployment reasons, or if required by law. In this case, marketing a service to employees is not an
acceptable reason for revealing this personal data. Doing so would violate our Code and may be illegal
under local privacy laws.

Respect for Human Rights
Respect for the human rights of employees and other stakeholders is central to our Fair Enterprisephilosophy. We are committed to complying with all human rights laws and regulations that apply to us.
Consistent with our Employee’s Charter, we believe in fair and equitable treatment. We have wellestablished harassment and discrimination policies that help ensure a respectful workplace environment

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for all, and complaint and investigation procedures to help remedy improper conduct. Our local policies
celebrate diversity, promote tolerance of individual practices and beliefs, and accommodate those in needof assistance, based on all legally protected grounds. We also have policies that prohibit workplace
violence and bullying.
We provide fair working conditions for our employees and do not tolerate the use of slavery, child orforced labour in our organization or supply chain. Our Global Labour Standards recognize the UN
Universal Declaration of Human Rights, the 8 Fundamental Conventions of the International Labour
Organization (ILO), and the ILO Declaration on Fundamental Principles and Rights of Work. Together
with national legislative requirements, we recognize the right of our employees to work and associate
freely under fair conditions in a safe and respectful environment, where we strive to meet or exceed
applicable employment standards requirements.
Also consistent with our Employee’s Charter is our commitment to non-discriminatory compensation
practices that fairly compensate employees having regard to objective criteria and principles of internal
equity as well as external competitiveness, regardless of personal characteristics.
We expect any supplier or other company we work with to comply with applicable laws.
Q: I suspect that one of our suppliers may be using underage workers. What should I do?
A: Promptly report it to a supervisor, Legal, Compliance, or Purchasing.
Q: I’m considering promoting someone in our Troy, Michigan office to a role interfacing with our
North American suppliers. While she has all the required qualifications, I’m worried that some ofour suppliers might be uncomfortable with her disability. Is this a legitimate reason to give
someone else the promotion?
A: No. We strive to provide equal advancement opportunity to everyone without discrimination on legally
protected grounds such as disability. If she has the right qualifications for the job, and can perform theessential job duties, we must not deny her the promotion based on her disability.

Diversity and Inclusion
Our employees are critical stakeholders in our global company. We aim to attract, recruit, and retain talent
with diverse backgrounds, perspectives and capabilities. Deeply rooted in our Employee’s Charter, we aim
to create a safe, respectful and inclusive workplace where our employees can bring their whole selves towork, live our core values, achieve sustainable results and improve our global brand.
We abide by all applicable labour and employment laws, including those prohibiting discrimination andharassment and those providing for reasonable accommodation of differences. We are committed toproviding equal employment and career advancement opportunities to everyone, without discrimination
based on, but not limited to, age, race, religion, ethnicity, colour, physical features, sex, sexual orientation,
gender identity/expression, language differences, nationality or national origin, family or marital status,
physical, mental and development abilities, socioeconomic status, or any other personal characteristic
protected by law.

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Careful Communication
We must ensure that what we write and say while on the job, and outside of work, reflects the integrity andstandards expected of us.
To protect Magna’s reputation and our own, it is important that all of our written communications be
prepared with care and with the understanding that they could one day be made public. While we enjoy
freedom of speech and all legal entitlements to communicate, we must also be careful not to post anything
to social media that defames the company, disparages suppliers or customers, reveals confidential
information or violates Magna’s copyright and patent rights.
Additionally, if someone such as a news media reporter, an industry professional or a shareholder asks us
to discuss or comment on matters related to Magna, we must refrain from commenting and refer them toan authorized Magna spokesperson.

Our Policy on Careful Communication, our Global Email, Internet and Social Media Policy and ourExternal Media Communications Policy are all useful resources for questions concerning
communication.
Q: I occasionally air out my frustrations with one of our suppliers on my Facebook page, where I
have 250 friends. I do this on my own time and my settings are private so that only my friends andfamily can see these updates. Is that okay?
A: No. Postings on social media do not always remain private. We must refrain from disparaging our
suppliers in any public forum. If this concern about our supplier relates to violations of this Code, report itto a supervisor, Legal, Compliance, or through the Magna Hotline. Other concerns are best addressedby using Magna’s Open Door Process.
Q: I found some inaccurate information about our recent financial results in a newspaper article
posted online. I would like to leave a comment on the newspaper’s website with the correct
information. Should I do so?
A: No. Promptly inform someone in Corporate Communications or Investor Relations about the inaccurate
information. If we post about our business, we are acting as unauthorized spokespersons for thecompany.

Reporting Violations
If we become aware of a violation of this Code, or any related policies, we are encouraged to reportinternally by either: speaking to a supervisor, Legal, or Compliance; or reporting the incident through the
Magna Hotline online at www.magnahotline.com. If you prefer to make a Hotline report by phone, you can
use the Magna Hotline website to look up local, toll-free phone numbers for each country in which we
operate. This service is provided through an independent third party and is available 24 hours a day, 365
days a year. We can make our reports anonymously (unless prohibited by local law). Please provide
sufficient details so the concern can be investigated effectively. In certain cases, we may also be permitted

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to report the violation externally to a regulatory agency. Nothing in this Code stops you from using a
regulator’s whistle blowing mechanism where it is permitted by law in your home country.

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Q: What happens when I report a violation using the Magna Hotline?

A: All reports received through the Magna Hotline, are initially reviewed by our Magna Hotline
Administrators, who will consider whether an investigation is needed and who should lead it. For more
information about our investigation practices, please refer to our Policy on Ethics Investigations.

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OUR BUSINESSUse of Confidential Information
Like any other asset, confidential information, which includes trade secrets, proprietary information andintellectual property belonging to us, our customers or suppliers, is a valuable part of our business and weare obligated to safeguard it. Our Information Marking and Handling Policy sets out different levels ofconfidentiality, each with its own rules on how such different levels of information may be stored, copied,circulated, transmitted and destroyed. Confidential information should not be shared with anyone outside
Magna unless it is required by law or for an authorized business purpose and should only be sharedinternally on a “need to know” basis.
Q: What can I do to protect our confidential information?
A: There are many steps we can take to protect confidential information. We should treat confidential
records and information with great care and not leave our electronic devices unattended, especiallyduring travel or business events. We should also avoid discussing Magna business in public areas, suchas on a crowded elevator or airplane. We must also familiarize ourselves with our information
governance policies and guidelines available on MagNET.

Investments and Corporate Opportunities
We must avoid situations where our personal interests come into conflict with Magna’s interests, or
situations which give that impression. For example, if we discover business opportunities because of ouremployment, or through the use of Magna’s property or information, we must not take personaladvantage of these opportunities. We must also refrain from using Magna resources for personal gain.
We must also never be involved in any activity that puts us in competition with Magna.
Q: I work in engineering and during the course of my work. I have come up with a newtransmission design that I think could be of interest to a few of our automotive customers. Since I
came up with the design, can I market it directly to them?
A: No, doing so would violate our Code. Any intellectual property we create as part of our jobs belongs to
Magna. In addition, any design developed during the course of our employment at Magna, and using
company resources, provides Magna with a valuable business opportunity. We must not take personaladvantage of these situations without seeking Magna’s approval.
Q: I am overseeing the opening of a new division and am choosing between two countries where
it will be located. One of the countries will offer a personal tax break to senior employees(including myself) if we open our division there. What should I do?
A: This eligibility for a personal tax break gives rise to a conflict of interest. We should not make decisions
for Magna that could result in personal benefit. Before making any decision on where to open the division,

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disclose this conflict in accordance with our Policy on Conflicts of Interest, and await further directions
from management.

Self-Dealing and Interacting with Relatives or Friends
Our personal interests and relationships should not interfere with our work responsibilities. Therefore, it isinappropriate for anyone to supervise relatives or close friends, be in a direct reporting relationship withthem, or materially influence their performance evaluation or compensation. It is also not appropriate to
be in a position to hire, evaluate, provide funding to, or enter into contracts or other business relationships
with a relative or close friend or a business or organization in which either we or our relatives or closefriends have a significant interest.
Specifically, if our work decisions may be affected, or appear to be affected, by the position or interests ofour relative or close friend, or by any significant interest that we or our relatives or close friends have inanother business or organization, we must disclose these situations in accordance with our Policy on
Conflicts of Interest. We must also comply with any measures that may be put in place to ensure all suchdealings and decisions are made on a fair and transparent basis.
Q: I’m a buyer in the purchasing department. My wife was recently hired as the head of sales forone of our suppliers. Is this a conflict of interest?
A: Yes. Your wife’s new role could affect your business judgment or give others that impression. This
conflict should be disclosed in accordance with our Policy on Conflicts of Interest. That way, management
can assess the situation and take appropriate measures to manage the conflict. Doing so helps Magnaand protects you and your wife from any allegation of improper conduct.

Outside Positions
To help Magna succeed, we must devote our full time and attention to our jobs during working hours.
Therefore, we may not accept outside commitments that would reduce the time and attention we candevote to our jobs at Magna.
Unless it has been disclosed in accordance with our Policy on Conflicts of Interest and necessary
authorizations have been obtained, we are prohibited from accepting paid or unpaid positions that mightpose a conflict of interest with Magna or give the impression of such a conflict.

Gifts and Entertainment
Our relationship with all of our business partners must be based on integrity and sound businessjudgment. As a result, if we give or receive gifts or entertainment (which could be anything of value), wemust be careful not to compromise, or appear to compromise, our commitment to fair dealing and to
making decisions that benefit Magna.
In our business relationships with customers or suppliers, it is acceptable to give or receive business gifts
or entertainment as long as they are reasonable, occasional, and of modest value. Any gift or entertainment

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that we provide must also be recorded accurately and transparently in our expense reports and Magna’sbooks and records.
Because of increased legal risks, we must all take special care when dealing with government officials.
Offering gifts or entertainment to government officials requires written approval. More information about
the necessary approvals, as well as additional information about gifts and entertainment, can be found in
our Policy on Gifts & Entertainment.
Q: One of our suppliers has offered airfare and accommodations to see my favourite team play inthe championship. Is that okay?
A: No. Our business decisions must always be motivated solely by Magna’s best interests. Accepting thisextravagant gift could give the impression that we favour that supplier in future sourcing decisions. We
may only accept business gifts and entertainment that are reasonable, occasional, and modest in value.
When in doubt, check with Legal or Compliance.
Q: A government auditor who has conducted environmental audits at my division several times
over the years is having a child next month. I would like to give him a bottle of whiskey as apresent. Would that be permitted?
A: Giving a gift or entertainment to a government official requires extra caution and pre-approval inaccordance with our Policy on Gifts & Entertainment. For more information, consult with Legal orCompliance.

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ADDITIONAL RESOURCES
If we have any questions or need more information about our Code of Conduct and Ethics, we cancontact Legal or a member of Magna’s Ethics & Legal Compliance team. A list of Compliance teammembers can be found on magna.com or the Ethics & Legal Compliance page on MagNET.

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GLOSSARY
Anything of value: This can take the form, among many other things, of cash (or cash equivalents,
like gift cards), gifts, donations to charity, meals, travel expenses, event tickets or other entertainment,
educational expenses, discounts, favours, promises of future employment, or shares of a company.
Bribe: A type of improper payment. A bribe is anything of value given or offered to someone for theirpersonal benefit that may be seen as an attempt to influence an action or decision to be made (or notmade) on behalf of the organization they represent, to benefit or give advantage to Magna.
Compliance: Following the letter and spirit of the law, this Code, and all of our policies.
Conflict of Interest: In general, a conflict of interest refers to a situation where we are able to make or
influence a business decision for Magna while our personal interests (or the interests of a person
you’re related to or have a personal relationship) differ from those of Magna.
Facilitation (or “Grease”) Payments: A form of bribe, typically made to low-level government officials to
obtain routine services or determinations to which Magna would otherwise be legally entitled.
Good faith: With an honest and sincere intention.
Government Official: An officer or employee of a government, department or agency, any public
international agency, or any person acting in any official capacity on behalf of the government,
department or public international agency, as well as any other person deemed to be a government
official by our procedures.
Inside information: Information not known by investors or the public that, if it was known, would
significantly change their view regarding the value of a company, or its stock or bonds. Examples
include a significant acquisition or merger, changes in senior management, significant litigation orlabour disputes.
Kickback: A form of bribe in which a sum of money already paid or due to be paid is returned as apersonal reward for making or fostering a business arrangement.
Lobbying: Communications with government officials at any level of government, including individuals
elected to public office, staff and employees of government agencies, intended to promote, oppose orotherwise influence decision-making.
Personal data: Information relating to an identified or identifiable individual. An individual may be
identifiable if they can be identified, directly or indirectly, by reference to (i) an identifier such as theirname, ID number, or location data, or (ii) factors which express physical, social, or financial details about
them.
Processing personal data: Any operation(s) performed with personal data, including collecting,recording, organizing, structuring, storing, altering, using, disclosing, erasing, or destroying personal data.
Relatives or close friends: Includes a spouse, domestic partner, child, parent, grandparent, grandchild,sibling, aunt, uncle, niece, nephew, in-law relative, step/adoptive/foster relationships, an individual related
to us who resides in our homes, and friends with whom we socialize outside of work.

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Significant interest: A person holds a significant interest in a business if he (i) directly or indirectly
controls ten percent (10%) or more of the stock, assets or other interests of a business; (ii) has invested
ten percent (10%) or more of his net worth in the business; (iii) has a leadership role in the business; or(iv) would benefit directly from the business relationship with Magna.
Third Party: A person, organization, or business operating external to Magna.

Originally Enacted: May 1, 2016
Current Version: May 1, 2022
Next Review: Q2 2025
Issued by: Ethics and Legal ComplianceApproved by: Board of Directors

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

CONNECT WITH MAGNA

magna.com

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