Effective February 2, 2024, TSX Trust Company is the Plan Agent. For inquiries,
please contact TSX Trust at 1-800-387-0825, 416-682-3860 (Toronto) or
shareholderinquiries@tmx.com.
OFFERIN

CIRCULAR

Magna International Inc.
Class A Subordinate Voting Shares
Shareholder Dividend Reinvestment Plan
This O ering Circular relates to Class A Subordinate Voting Shares (""Subordinate Voting Shares'') of
Magna International Inc. (the ""Company'') issuable under the Shareholder Dividend Reinvestment Plan (the""Plan'').
The Plan provides a means for registered holders of either Subordinate Voting Shares or Class B Sharesof the Company to purchase additional Subordinate Voting Shares (""New Subordinate Voting Shares'')through the investment of cash dividends paid on their shares.
The price of New Subordinate Voting Shares purchased under the Plan will be the Average Market
Price as deÑned in the Plan.
The Subordinate Voting Shares are listed, and all New Subordinate Voting Shares will be listed, on thestock exchanges of Toronto, Montreal and New York.

March 21, 1994

TABLE OF CONTENTS
Page

SHAREHOLDER DIVIDEND REINVESTMENT PLAN ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Questions and Answers ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Purpose ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Advantages ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Administration ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Participation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Price of New Subordinate Voting Shares ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Reports to Participants ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
CertiÑcates for New Subordinate Voting Shares ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Withdrawal from the PlanÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Rights O ering ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock Splits and Stock Dividends ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Shareholder Voting ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Responsibilities of the Company and the AgentÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Amendment, Suspension or Termination of the Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Notices ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
E ective Date of the PlanÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏINVESTMENT CONSIDERATIONS ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ

3
3
6
6
6
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6
7
7
7
8
8
9
9
9
9
9
10
10
10
11
13

SHAREHOLDER DIVIDEND REINVESTMENT PLAN
Questions and Answers
The following questions and answers are intended to assist shareholders in understanding certain featuresof the Plan. The Company recommends that shareholders read carefully the full text of the Plan, commencing
at page 6 below, before making any decision regarding the Plan. Unless otherwise deÑned below, each
capitalized term which is deÑned in the Plan and used below has the same meaning as in the Plan.
1.

What is the Shareholder Dividend Reinvestment Plan?
The Plan provides a means for Shareholders to invest their cash dividends from Subordinate Voting
Shares and Class B Shares in additional Subordinate Voting Shares (the ""New Subordinate Voting
Shares'') issued by the Company pursuant to the Plan.

2.

What are the advantages of the Plan?
New Subordinate Voting Shares are purchased for the account of Participants on each dividend payment
date with invested dividends. Participants are not charged any commissions, brokerage fees or service
charges in connection with the purchase of Subordinate Voting Shares pursuant to the Plan. Investmentof all the cash dividends paid on each Participant's Subordinate Voting Shares and/or Class B Shares, as
the case may be, occurs because fractional Subordinate Voting Shares, as well as whole Subordinate
Voting Shares, are purchased and held for Participants under the Plan. Dividends paid on all Subordinate
Voting Shares and Class B Shares held of record by each Participant and all New Subordinate Voting
Shares held for such Participant under the Plan, including dividends on fractional New Subordinate
Voting Shares, are automatically invested. The Agent delivers to each Participant a quarterly statement
which provides a record of the New Subordinate Voting Shares held for the Participant. All administrative costs of the Plan, including the fees and expenses of the Agent, are borne by the Company.

3.

How does a Shareholder become a Participant?
Any Shareholder may become a Participant at any time by completing an ""Authorization Form'' andsending it to the Agent. Shareholders should not send share certiÑcates or dividend cheques to the Agentor the Company at any time. A beneÑcial owner of Subordinate Voting Shares or Class B Shares who is
not the registered holder (for example, a person whose Subordinate Voting Shares or Class B Shares areheld and registered in a nominee account, such as in the name of a broker) must become a holder ofrecord by having his Subordinate Voting Shares and/or Class B Shares, as the case may be, transferred
into his own name or into a speciÑc segregated registered account (for example, a numbered account witha bank or trust company with the bank's or trust company's concurrence), in order to participate in the
Plan.

4.

When does a Shareholder become a Participant?
A Shareholder becomes a Participant as of the Ñrst dividend record date following receipt by the Agent of
a completed Authorization Form. The dividend record dates of the Company generally precede dividend
payment dates by approximately two weeks. Once a Shareholder enrolls as a Participant, he remains a
Participant until he decides to withdraw from the Plan (see Question 8 below) or the Plan is terminatedby the Company.

5.

How are New Subordinate Voting Shares purchased for Participants?
On each dividend payment date, the Company credits to the Agent all cash dividends (less any applicable
withholding taxes) payable on the Subordinate Voting Shares and Class B Shares registered in the namesof Participants, as well as all cash dividends (less any applicable withholding taxes) payable on New
Subordinate Voting Shares previously registered in the name of the Agent or its nominee for Participants
under the Plan. On the same date, the Agent applies all such cash dividends to the purchase of additional
3

New Subordinate Voting Shares from the Company. The Agent holds such additional New Subordinate
Voting Shares for Participants either in the Agent's own name or the name of its nominee.
6.

What is the price of New Subordinate Voting Shares purchased under the Plan?
The price of New Subordinate Voting Shares purchased under the Plan is the Average Market Price,which (as deÑned in the Plan) means the average of the last reported per share trading prices for a board
lot (100 shares) of Subordinate Voting Shares on the TSE for the most recent Ñve trading days (which
need not be consecutive) immediately preceding the dividend payment date on each of which days atleast a board lot of Subordinate Voting Shares was traded. Dividends on Subordinate Voting Shares,
Class B Shares and the prices of Subordinate Voting Shares on the TSE are expressed in Canadiandollars.

7.

When are certiÑcates issued for New Subordinate Voting Shares purchased under the Plan?
CertiÑcates for New Subordinate Voting Shares purchased under the Plan are not issued until a
Shareholder ceases to be a Participant, unless speciÑcally requested. In this manner, Participants areprotected against loss, theft or destruction of share certiÑcates. The number of New Subordinate Voting
Shares held for each Participant is shown on the quarterly statement which the Agent sends to eachParticipant.
A Participant may request a share certiÑcate at any time for any number of whole New Subordinate
Voting Shares held by the Agent for such Participant's account by completing and sending to the Agent a""Request for CertiÑcate'' (forming part of each quarterly statement) or by writing to the Agent.
Generally, certiÑcates will be mailed within three weeks of receipt by the Agent of the request (also see
Question 9 below).

8.

How does a Shareholder cease being a Participant?
A Participant may withdraw from the Plan, and thereby cease being a Participant, at any time bycompleting and sending to the Agent a ""Request to Terminate Participation'' or by advising the Agent inwriting. When a Participant withdraws from the Plan, or upon any termination of the Plan by theCompany, a certiÑcate for all the whole Subordinate Voting Shares held for such Participant under thePlan will be issued and a cash payment will be made for any fraction of a Subordinate Voting Share(based on the last reported per share trading price for a board lot of Subordinate Voting Shares on the
TSE prior to the e ective date of the withdrawal or termination).

9.

When a Shareholder ceases being a Participant, how much time is required to forward the sharecertiÑcate and cheque?
Share certiÑcates and cheques generally will be mailed to a withdrawing Participant within three weeks ofreceipt by the Agent of written notice of withdrawal from the Plan. However, if such notice is received by
the Agent between a dividend record date and a dividend payment date, settlement of the Participant's
account under the Plan will not be made until after the dividend payment date, and the share certiÑcate
and cheque generally will be mailed within three weeks thereafter.

10. Can the Plan be changed or terminated?
The Plan may be amended, suspended or terminated by the Company at any time.
11. What kind of statements are sent to Participants?
The Agent mails a quarterly statement to each Participant approximately three weeks after each dividend
payment date. Each such statement constitutes a Participant's continuing record of purchases of New
Subordinate Voting Shares and should be retained by the Participant for income tax purposes.
413. What are the income tax consequences of participation in the Plan?
The investment of dividends does not relieve Participants of any liability for taxes that may be payable onsuch dividends. A summary explanation of the income tax implications of participation in the Plan can befound commencing on page 11 of this O ering Circular. The income tax summaries provided herein are
not exhaustive of all possible income tax considerations and each shareholder is advised to consult his
own tax adviser with respect to his particular circumstances.
Any communication or questions regarding the Plan should be directed to the Agent at the following
address:
Dividend Reinvestment Services
Montreal Trust Company of Canada
151 Front Street West, 8th Floor
Toronto, Ontario, Canada
M5J 2N1
Tel. (416) 981-9633

5

The Plan
1

Purpo e1.1 The Magna International Inc. Shareholder Dividend Reinvestment Plan (the ""Plan'') provides a means
for registered holders (""Shareholders'') of either Class A Subordinate Voting Shares (""Subordinate Voting
Shares'') or Class B Shares (""Class B Shares'') of Magna International Inc. (the ""Company'') to invest cash
dividends on such shares in additional Subordinate Voting Shares (""New Subordinate Voting Shares''). The
Company shall issue such New Subordinate Voting Shares to Montreal Trust Company of Canada (the""Agent''), which shall act as agent for the Shareholders who participate in the Plan (the ""Participants'').
2

Advantage

2.1 Each Participant shall acquire New Subordinate Voting Shares with all the cash dividends paid on(i) Subordinate Voting Shares and Class B Shares registered in the name of the Participant and (ii) New
Subordinate Voting Shares held for his account pursuant to the Plan. The price of all New Subordinate Voting
Shares purchased with such cash dividends shall be the Average Market Price (as deÑned in Section 5.1
below). No commissions, brokerage fees or service charges shall be payable by Participants in connection withthe purchase of New Subordinate Voting Shares pursuant to the Plan. In order to permit investment of all the
cash dividends paid on each Participant's Subordinate Voting Shares and Class B Shares, fractional
Subordinate Voting Shares, as well as whole Subordinate Voting Shares, will be purchased and held forParticipants under the Plan. Dividends paid on all Subordinate Voting Shares and Class B Shares registered in
the name of each Participant and all New Subordinate Voting Shares then held for his account pursuant to thePlan, including dividends on fractional New Subordinate Voting Shares, shall be automatically invested inadditional New Subordinate Voting Shares.
3

Admini tration

3.1 The Agent shall act as agent for the Participants pursuant to an agreement with the Company (the""Agency Agreement'') which may be terminated by either the Agent or the Company on 30 days notice to theother. Should the Agent cease to act under the Plan, another agent will be designated by the Company.
3.2 On each dividend payment date with respect to the Subordinate Voting Shares and Class B Shares, theCompany shall credit to the Agent all cash dividends (less any applicable withholding taxes) payable on the
Subordinate Voting Shares and Class B Shares registered in the names of the Participants, as well as all cash
dividends (less any applicable withholding taxes) payable on the New Subordinate Voting Shares registered in
the name of the Agent or its nominee and held for the Participants' accounts pursuant to the Plan. On thesame date, the Agent shall apply all such cash dividends to the purchase of additional New Subordinate
Voting Shares from the Company. The Agent shall hold such additional New Subordinate Voting Shares
either in the Agent's own name or in the name of its nominee, as agent for the Participants. No interest shallbe paid on any funds received by the Agent under the Plan.
4

Participation

4.1 Any Shareholder may become a Participant at any time by completing an Authorization Form andsending it to the Agent. Shareholders should not send share certiÑcates or dividend cheques to the Agent or
the Company. A beneÑcial owner of Subordinate Voting Shares or Class B Shares who is not the registeredholder (for example, a person whose Subordinate Voting Shares or Class B Shares are held and registered in anominee account, such as in the name of a broker) must become the registered holder by having his
Subordinate Voting Shares and/or Class B Shares, as the case may be, transferred into his own name or into a
speciÑc segregated registered account (for example, a numbered account with a bank or trust company withthe bank's or trust company's concurrence), in order to participate in the Plan. Once a Shareholder has
enrolled in the Plan, participation continues automatically unless terminated in accordance with the terms of
the Plan.
64.2 The Agent shall provide an Authorization Form to any Shareholder upon request. The Authorization
Form shall direct the Company to forward to the Agent all the Participant's cash dividends on Subordinate
Voting Shares and/or Class B Shares, as the case may be, registered in the name of the Participant (less any
applicable withholding taxes) and direct the Agent to invest for the Participant such dividends in New
Subordinate Voting Shares to be issued by the Company pursuant to the Plan. The Authorization Form shallalso authorize the Company to terminate the appointment of the Agent as the Participant's agent under thePlan and to appoint a successor agent on his behalf should the Agent, for whatever reason, cease to act under
the Plan.
4.3 A Shareholder shall become a Participant as of the Ñrst dividend record date for the Subordinate Voting
Shares and Class B Shares following receipt by the Agent of a completed Authorization Form. For greatercertainty and for example, if a cash dividend is payable on April 15th, the Authorization Form must be
received by the Agent on or before the record date for such dividend (say, March 31st) in order for the
April 15th dividend to be invested under the Plan; if the Authorization Form is received after such record
date, then the Ñrst dividend invested under the Plan will be the next subsequent cash dividend (for example, inJuly). Generally, the dividend record dates of the Company precede dividend payment dates by approximately
two weeks.
5

Price of New Subordinate Voting Share

5.1 On each dividend payment date, the Company shall advise the Agent of the subscription price, whichshall be referred to as the ""Average Market Price'', for New Subordinate Voting Shares to be purchased onsuch date pursuant to the Plan and the Agent shall deliver to the Company the total amount of funds held by it
as of such date on behalf of Participants for investment under the Plan (the ""Subscription Amount''). The
Average Market Price on any particular dividend payment date shall be the average of the last reported pershare trading prices for a board lot of Subordinate Voting Shares on The Toronto Stock Exchange (the""TSE'') on the most recent Ñve trading days (which need not be consecutive) immediately preceding suchdate on each of which days at least a board lot of Subordinate Voting Shares was traded.
5.2

On each dividend payment date,(i)the Company shall issue to the Agent for the account of the Participants that number of New
Subordinate Voting Shares including fractions as equals the Subscription Amount divided by the
Average Market Price on such date; and(ii) the Agent shall credit each Participant's account with that number of additional New Subordinate
Voting Shares purchased for the Participant, including fractions, which is equal to the amount to
be invested for such Participant divided by the applicable Average Market Price;in each case computed to four decimal places.
6Co t

6.1 No commissions, brokerage fees or service charges shall be payable by any Participant in connection
with the purchase of New Subordinate Voting Shares pursuant to the Plan. All administrative costs of thePlan, including the fees and expenses of the Agent, shall be borne by the Company.
6.2 As described in Section 9 below, upon a Participant's withdrawal from the Plan, he may request theAgent to arrange for the disposition of the New Subordinate Voting Shares held for his account pursuant to
the Plan, in which case the Participant shall pay the applicable brokerage commissions and transfer taxes, ifany, estimated by the Agent to be payable in respect of the sale.
7

Report to Participant

7.1 The Agent shall maintain records of account to evidence the transactions made for, and the interests of,each Participant under the Plan from time to time. The Agent shall mail a statement of account to eachParticipant as soon as practicable following each dividend payment date, and in any event, at least quarterly.
7Each such statement shall constitute the Participant's continuing record of purchases of New Subordinate
Voting Shares and should be retained by the Participant for income tax purposes.
8

CertiÑcate for New Subordinate Voting Share

8.1 All New Subordinate Voting Shares purchased pursuant to the Plan shall be subject to the Plan andregistered at the relevant time in the name of the Agent, or its nominee, for the respective accounts of theParticipants. CertiÑcates for such New Subordinate Voting Shares shall not be issued until a Shareholder
ceases to be a Participant or the Plan is terminated by the Company, unless speciÑcally requested by theParticipant.
8.2 A Participant may request a certiÑcate at any time for any number of whole New Subordinate Voting
Shares held by the Agent or its nominee for the Participant's account by completing and sending to the Agenta ""Request for CertiÑcate'' (which forms part of each statement of account) or by writing to the Agent.
CertiÑcates generally will be mailed to the Participant within three weeks of receipt by the Agent of therequest. Any remaining whole New Subordinate Voting Shares and fraction of a New Subordinate Voting
Share shall continue to be held for the Participant's account under the Plan.
8.3 The Agent shall maintain each Participant's account under the Plan in the name or names in which theParticipant's share certiÑcates were registered at the time the Participant enrolled in the Plan. Any certiÑcates
for whole New Subordinate Voting Shares which are subsequently issued pursuant to the Plan shall besimilarly maintained in the Participant's account.
8.4 New Subordinate Voting Shares held by the Agent for a Participant under the Plan may not bepledged, sold or otherwise disposed of by the Participant. A Participant who wishes to e ect any suchtransaction must request that certiÑcates for such New Subordinate Voting Shares be issued in theParticipant's name.
9

Withdrawal from the Plan

9.1 A Participant may withdraw from the Plan, and thereby cease being a Participant, at any time bycompleting and sending to the Agent a ""Request to Terminate Participation'' or by advising the Agent inwriting. When a Participant withdraws from the Plan, or upon any termination of the Plan by the Company, acertiÑcate for all whole New Subordinate Voting Shares held for such Participant under the Plan shall be
issued and a cash payment shall be made for any fraction of a New Subordinate Voting Share (based on thelast reported per share trading price for a board lot of Subordinate Voting Shares on the TSE prior to thee ective date of the withdrawal).
9.2 Upon withdrawal from the Plan, a Participant may request the Agent to arrange for the sale of all the
New Subordinate Voting Shares held for the Participant's account under the Plan. A Participant may receive
the proceeds from the sale of the New Subordinate Voting Shares held for the Participant's account under thePlan in Canadian dollars or United States dollars. Unless a Participant elects otherwise in the ""Request to
Terminate Participation'', a Participant having a Canadian mailing address as shown on the records of theAgent will receive payment in Canadian dollars and a Participant having a non-Canadian mailing address asshown on the records of the Agent will receive payment in United States dollars.
9.3 If requested to arrange for the sale of all the New Subordinate Voting Shares held for a withdrawing
Participant's account under the Plan, the Agent may sell the New Subordinate Voting Shares in any manner
to any party (as determined by the Agent in its discretion), by themselves or commingled with other New
Subordinate Voting Shares requested to be sold by Participants pursuant to this paragraph, subject to any
applicable terms and conditions of the Agency Agreement with the Company. In any event, and regardless of
the actual price at which such New Subordinate Voting Shares are sold by the Agent, the Participant shall be
paid the average of the high and low reported per share trading prices, on the day the Agent receives such
request, for a board lot of Subordinate Voting Shares traded either on the TSE, if the Participant is to receive
Canadian currency, or on the New York Stock Exchange, if the Participant is to receive United States8

currency, less the applicable brokerage commissions or transfer taxes, if any (or such Participant's pro rata
share thereof), estimated by the Agent to be payable in respect of the sale.
9.4 If the Agent receives a Participant's notice of withdrawal from the Plan between a dividend record date
and a dividend payment date, such Participant's account shall not be closed until after that dividend payment
date and such dividend shall be invested in New Subordinate Voting Shares under the Plan.
9.5 Share certiÑcates and cheques generally will be mailed to a withdrawing Participant within three weeks
of receipt by the Agent of written notice of withdrawal from the Plan. However, if such notice is received by
the Agent between a dividend record date and a dividend payment date, settlement of the Participant's
account under the Plan will not be made until after the dividend payment date and the share certiÑcate andcheque generally will be mailed within three weeks thereafter.
9.6 A Participant shall be deemed to have withdrawn from the Plan when he ceases to be a holder of recordof any Subordinate Voting Shares or Class B Shares or the Agent receives written notice, satisfactory to theAgent, of the death of the Participant.
10

Right OÅering

10.1 If the Company makes available to Shareholders rights to subscribe for additional Subordinate Voting
Shares or other securities, rights certiÑcates shall be issued to each Participant in respect of the whole New
Subordinate Voting Shares held for the Participant's account under the Plan on the record date for such rights
issue. Rights based on fractional New Subordinate Voting Shares held for a Participant's account, together
with rights based on fractional New Subordinate Voting Shares held for other Participants shall be sold on acommingled basis by the Agent in any manner to any party (as determined by the Agent in its discretion) andthe net proceeds from such sale shall be remitted to each Participant on a pro rata basis, after deducting theapplicable brokerage commissions, withholding taxes and transfer taxes, if any, in respect of such sale.
11

Stock Split and Stock Dividend

11.1 If Subordinate Voting Shares are distributed pursuant to a stock split or stock dividend on Subordinate
Voting Shares, such Subordinate Voting Shares received by the Agent or its nominee for Participants under
the Plan shall be retained by the Agent or its nominee and credited on a pro rata basis to the account of eachParticipant.
12

Shareholder Voting

12.1 Whole New Subordinate Voting Shares held for each Participant's account under the Plan on the record
date for a vote of Shareholders shall be voted in the same manner as such Participant's Subordinate Voting
Shares and/or Class B Shares, as the case may be, are voted either by proxy or by the Participant in person. If
a Participant is no longer a holder of record of Subordinate Voting Shares and/or Class B Shares, as the casemay be, the whole New Subordinate Voting Shares held for such Participant's account will be voted inaccordance with the instructions of the Participant. New Subordinate Voting Shares for which instructions are
not received will not be voted.
13

U e of Proceed

13.1 The Company intends to add the net proceeds received upon the issuance and sale of New Subordinate
Voting Shares pursuant to the Plan, the amount of which cannot currently be determined, to the general fundsof the Company.
14

Re pon ibilitie of the Company and the Agent14.1 Neither the Company nor the Agent shall be liable for any act, or for any omission to act, including,
without limitation, any claims for liability:9(a)arising out of failure to terminate a Participant's account upon such Participant's death prior toreceipt of notice in writing satisfactory to the Agent of such death; or(b) with respect to the prices at which New Subordinate Voting Shares are purchased or sold for theParticipant's account or the times such purchases or sales are made.
14.2 Each Participant should recognize that neither the Company nor the Agent can assure a proÑt or protect
against a loss on the New Subordinate Voting Shares purchased under the Plan.
15

Amendment, Su pen ion or Termination of the Plan

15.1 The Company reserves the right to amend, suspend or terminate the Plan at any time, but such action
shall not have any retroactive e ect that would materially prejudice the interests of the Participants. All
Participants shall be sent written notice of any material amendment or any suspension or termination of
the Plan.
15.2 If the Plan is terminated by the Company, then the Company shall implement the procedure describedin Section 9.1 above for the issuance of certiÑcates for whole New Subordinate Voting Shares and thepayment of cash for fractional New Subordinate Voting Shares held for each Participant's account. If theCompany suspends the Plan, then all cash dividends on Subordinate Voting Shares and Class B Shares subject
to the Plan shall be paid to Participants in cash rather than invested in New Subordinate Voting Shares during
the period of suspension.
16

Notice16.1 Any notice or other communication permitted or required to be given to Participants under the Plan
shall be in writing and mailed to Participants at their respective addresses shown on the records of the Agent.
Any notice or other communication permitted or required to be given to the Agent under the Plan shall be inwriting and mailed to the following address:
Dividend Reinvestment Services
Montreal Trust Company of Canada
151 Front Street West, 8th Floor
Toronto, Ontario, Canada
M5J 2N117EÅective Date of the Plan

The Plan was adopted with an e ective date of February 23, 1994.

10

TaxesCanadian ederal Income Tax Considerations
eneralThe following is a general summary of the principal Canadian federal income tax considerations generally
applicable to Participants who invest cash dividends in New Subordinate Voting Shares under the Plan.
This summary is based on the current provisions of the Income Tax Act (Canada) (the ""Canadian Tax
Act''), the regulations thereunder and the current administrative practices published in writing by Revenue
Canada, Taxation. This summary does not take into account provincial or foreign tax legislation orconsiderations.
This summary is not exhaustive of all possible income tax considerations and each Shareholder isadvised to consult his own tax adviser with respect to his particular circumstances.
Canadian Taxe for Re ident of CanadaThis portion of the summary is applicable only to Participants who, for purposes of the Canadian Tax
Act, are resident in Canada, hold their Subordinate Voting Shares and/or Class B Shares as capital property
and deal at arm's length with the Company.
A Participant will be subject to tax under the Canadian Tax Act on all dividends paid on Subordinate
Voting Shares or Class B Shares, as the case may be (whether such shares are held of record by theParticipant or by the Agent for the account of the Participant pursuant to the Plan), which are invested in
New Subordinate Voting Shares under the Plan in the same manner as the Participant would have been if thedividends had been received directly by the Participant.
The cost to a Participant of New Subordinate Voting Shares purchased on the investment of dividends
will be the price paid by the Agent for the New Subordinate Voting Shares, being the Average Market Priceper share. The cost of such New Subordinate Voting Shares will be averaged with the adjusted cost base of allother Subordinate Voting Shares held by the Participant as capital property for purposes of subsequently
computing the adjusted cost base of each Subordinate Voting Share of the Participant.
A disposition of Subordinate Voting Shares, whether by the Participant directly or by the Agent on behalfof the Participant, may give rise to a capital gain or loss. The payment of cash in settlement of a fraction of a
New Subordinate Voting Share on termination of participation in the Plan will constitute a disposition of such
fraction of a New Subordinate Voting Share for proceeds equal to the cash payment.
Canadian Taxe for Non-Re ident of CanadaThis portion of the summary is applicable only to Participants who, for purposes of the Canadian Tax
Act, are not resident or deemed resident in Canada, who deal at arm's length with the Company and who do
not use or hold and are not deemed to use or hold their Subordinate Voting Shares or Class B Shares, as thecase may be, in carrying on business in Canada.
Dividends paid or credited on Subordinate Voting Shares or Class B Shares to a non-resident of Canada(whether such shares are held of record by the non-resident or by the Agent for the account of the nonresident pursuant to the Plan) are generally subject to Canadian withholding tax whether or not such
dividends are invested under the terms of the Plan. Under the Canadian Tax Act, the rate of withholding tax is
25% of the gross amount of such dividends, which rate is subject to reduction under the provisions of any
applicable tax treaty. Under the terms of the Canada-United States Income Tax Convention (the ""Convention''), the rate of non-resident withholding tax will not exceed 15% in the case of dividends paid or credited toa resident of the United States, within the meaning of the Convention, who is the beneÑcial owner of such
dividends.
Gains realized on the disposition of Subordinate Voting Shares by a non-resident of Canada will notgenerally be subject to tax under the Canadian Tax Act unless such Subordinate Voting Shares are or are11

deemed to be taxable Canadian property within the meaning of the Canadian Tax Act and the non-resident is
not entitled to relief under a tax treaty between Canada and the non-resident's country of residence.
Subordinate Voting Shares will generally not be taxable Canadian property of the holder unless, at any time
during the Ñve year period immediately preceding a disposition, (i) the holder, (ii) persons with whom theholder did not deal at arm's length or (iii) the holder and persons with whom the holder did not deal at arm's
length, owned 25% or more of the issued shares of any class or series of shares of the Company.
United States ederal Income Tax Considerations
The following summary of certain United States federal income tax consequences of participation in thePlan by a ""U.S. Participant'' (as deÑned below) is based upon the U.S. Internal Revenue Code of 1986, as
amended, and regulations, rulings and decisions, all as currently in e ect. As used herein, the term""U.S. Participant'' means a person or entity whose functional currency (as deÑned in Section 985 of theCode) is the United States dollar and which for United States federal income tax purposes is either (i) acitizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized inor under the laws of the United States or of any political subdivision thereof or (iii) an estate or trust theincome of which is subject to United States federal income taxation regardless of its source. The following
summary is for general guidance only and does not purport to be a complete analysis of all relevant issues.
Accordingly, a U.S. Participant should consult his own tax adviser with respect to the United States federal
and other income tax consequences of participating in the Plan.
A U.S. Participant will be treated as receiving on a dividend payment date a taxable dividend equal to thesum of the United States dollar equivalent of (i) the fair market value of the New Subordinate Voting Shareson the dividend payment date and (ii) any Canadian taxes withheld by the Company with respect to the cash
dividend paid on the dividend payment date. For this purpose, the fair market value on the dividend payment
date of the New Subordinate Voting Shares acquired on such date generally will equal the average of the highand low sales prices of the Company's New Subordinate Voting Shares reported on the New York Stock
Exchange on the dividend payment date. Such amount may be higher or lower than the Average Market Priceused to determine the number of the New Subordinate Voting Shares a U.S. Participant will acquire under
the Plan. This dividend will not be eligible for the dividends received deduction available in certain cases tocorporations.
Subject to certain limitations, a U.S. Participant may generally elect either to credit the amount of
Canadian tax withheld on dividends against his United States federal income tax liability or to deduct theamount of such taxes from his gross income.
A U.S. Participant's United States federal income tax basis for each New Subordinate Voting Share or
fraction thereof acquired under the Plan will be the fair market value thereof on the dividend payment date
determined as provided above. The holding period for each New Subordinate Voting Share or fraction thereof
will begin on the day following the dividend payment date.
A U.S. Participant generally will recognize a taxable gain or loss when his New Subordinate Voting
Shares are sold or exchanged and when he receives cash payments for fractional shares credited to his accountupon withdrawal from or termination of the Plan or otherwise. The amount of such gain or loss will be thedi erence between the amount a U.S. Participant receives for his New Subordinate Voting Shares or fraction
thereof and the adjusted tax basis therefor. The gain or loss will be a capital gain or loss if the shares constitutecapital assets in the hands of the U.S. Participant and will be a long-term capital gain or loss if the holding
period for such New Subordinate Voting Shares exceeds one year.

12

INVESTMENT CONSIDERATIONS
Automotive Industry
The North American automotive industry is cyclical, with car and light truck production from the latterpart of Ñscal 1989 through Ñscal 1991 having been materially lower than production levels in the mid to late1980s. Production in Ñscal 1992 and 1993 increased to 11.4 million units and 12.5 million units, respectively.
There can be no assurance that such levels will be maintained or increase in the foreseeable future and, as
substantially all the Company's business involves sales to North American OEMs, a deterioration in theindustry could have a material adverse e ect generally on the Company's business, Ñnancial results and shareprice.
The Company supplies parts for a wide variety of vehicles produced in North America and Europe, butdoes not supply parts for all such vehicles nor is the number or value of parts evenly distributed among all
vehicles. In particular, in Ñscal 1993, approximately 45% of the Company's sales were in respect of products
supplied for inclusion in Ñve vehicle body types. Products supplied for the Chrysler minivans constituted
approximately 23% of the Company's sales for such year. Shifts in market share between vehicles could have amaterial e ect on the Company's business. SigniÑcant decreases in production volumes for the Ñve vehicle
body types referred to above, particularly the Chrysler minivans, would likely have a material adverse e ect.
The Company has in the past entered, and continues to enter, into long-term supply arrangements with
OEMs which provide for price concessions over the supply term. These concessions have, to date, been largelyo set by cost reductions arising principally from process and product improvements. The competitiveenvironment has caused these pricing pressures to increase. While the Company believes that it is, and willremain, competitive, there can be no assurance that the Company will continue to be successful in o setting
price concessions agreed to from time to time with OEMs. To the extent that concessions are not o set
through cost reductions, the Company's proÑtability will be adversely a ected.
The Company's proÑtability and future prospects are also to some degree dependent upon additional
economic and political factors which are substantially beyond its ability to control. These factors include,
among others, general recessionary conditions in Europe, Öuctuating rates of currency exchange between the
countries of Europe and North America, an uncertain interest rate environment, and the potential for new
impediments to international trade in cars, light trucks, automotive parts and the inputs for their production.
Although the Company cannot predict to what extent and over what time period any or all of these factors
may or will adversely a ect the Company's business and Ñnancial condition, there is a risk that any one ormore of these factors will have a signiÑcant adverse impact upon the Company's proÑtability and future
prospects.
Control of the Company
Holders of Subordinate Voting Shares and Class B Shares generally vote together as a single class, withthe holders of Subordinate Voting Shares entitled to one vote per share and the holders of Class B Shares
entitled to 500 votes per share. Based on the number of shares outstanding as of the date of this O ering
Circular, Class B Shares carry in the aggregate approximately 90% of the total votes attaching to the
Subordinate Voting Shares and Class B Shares and, accordingly, holders of Class B Shares currently control
the Company. Mr. Frank Stronach, the Company's Chairman, controls the Company through his right todirect the votes attached to Class B Shares carrying a majority of the votes attaching to the outstanding voting
shares of the Company.
Under present law and the attributes of the Class B Shares and the Subordinate Voting Shares, neither atender o er to holders of Class B Shares nor a private contract to purchase Class B Shares (regardless of theprice paid therefor) would necessarily result in an o er to purchase Subordinate Voting Shares.
Company Commitments to Issue Subordinate Voting Shares
As at February 18, 1994, the Company had outstanding commitments to issue Subordinate Voting Sharesin connection with: (i) the conversion of its outstanding 10% Convertible Subordinated Debentures due 200113

(the ""10% Debentures'') having a conversion price of U.S. $8.525 per share, subject to customary antidilution adjustments; (ii) the exercise of some or all of the options (the ""Stock Options'') granted under theCompany's 1987 Incentive Stock Option Plan, at exercise prices ranging from Cdn. $3.65 to Cdn. $32.25 pershare, subject to customary anti-dilution adjustments; and (iii) the exchange with Mitsubishi Canada Limited
and Mitsubishi Corporation (collectively, ""Mitsubishi'') of 1,000,000 Subordinate Voting Shares to be issued
from treasury for 3.5 million class A subordinate voting shares of Atoma International Inc., a subsidiary of theCompany, held by Mitsubishi (for which no deÑnitive agreement has been executed, but an agreement inprinciple has been reached). The aggregate number of Subordinate Voting Shares which would be issued by
the Company if all such securities were converted, exercised or issued would be approximately 6,909,985(approximately 12.6% of the number of Subordinate Voting Shares currently outstanding), consisting of
3,824,985 shares in the case of the 10% Debentures, 2,085,000 shares in the case of the Stock Options and
1,000,000 shares in the case of the purchase from Mitsubishi. The Company currently intends to call the 10%
Debentures for redemption in the near future, with a targeted redemption date of May 2, 1994.
The Company has registered under the United States Securities Act of 1933 the 10% Debentures and theSubordinate Voting Shares issuable upon conversion of the 10% Debentures. The Company has also qualiÑed
by shelf prospectus in Ontario the distribution of such Subordinate Voting Shares.

14