##### 



Exhibit 99.2 (DECOMA LOGO) DECOMA INTERNATIONAL INC. NOTICE OF SPECIAL MEETING OF HOLDERS OF
 CLASS A SUBORDINATE VOTING SHARES
 TO BE HELD ON MONDAY, FEBRUARY 28, 2005 AND MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT
 This Management Information Circular/ Proxy
Statement and the accompanying materials require your immediate
attention. If you are in doubt as to how to deal with these
documents or the matters to which they refer, please consult a
professional advisor. January 28, 2005




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##### 






January 28, 2005

Dear Shareholder:

On behalf of management and our Board of
Directors, we are pleased to invite you to attend the special
meeting of holders of Class A Subordinate Voting Shares of
Decoma International Inc. (Decoma or the
Corporation), to be held at the Glenn Gould Studio,
Canadian Broadcasting Centre, 250 Front Street West, Toronto,
Ontario, Canada on Monday, February 28, 2005, commencing at
10:00 a.m. (Toronto time).

The purpose of the special meeting is to consider
and vote upon a special resolution to approve a proposal from
our parent company, Magna International Inc.
(Magna), to privatize Decoma by way of a
court-approved plan of arrangement (the
Arrangement). If the Arrangement is approved and
completed, Decoma will amalgamate with Magna and holders of
Decoma Class A Subordinate Voting Shares will be entitled
to receive for each share held by them:



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | 0.1453 of a Magna Class A Subordinate Voting
    Share; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (ii) | at the election of the holder, cash equal to
    0.1453 times the volume-weighted average trading price of the
    Magna Class A Subordinate Voting Shares on the Toronto
    Stock Exchange for the five consecutive trading days ending
    immediately before the effective date of the Arrangement (but
    the amount of cash will be proportionately reduced if all cash
    elections would result in the amount of cash elected exceeding
    Cdn.$150 million in total, in which case holders who
    elected cash will receive cash and Magna Class A
    Subordinate Voting Shares).

Magna proposed the Arrangement primarily for
strategic reasons to adapt to changing automotive industry
conditions by better positioning Magnas automotive
operations, including those carried on by Decoma, to compete and
grow on a global basis. Decomas and Magnas reasons
for the Arrangement are described in detail in the accompanying
Management Information Circular/ Proxy Statement (the
Circular). On October 25, 2004, in addition to
its announcement of the proposed privatization of Decoma, Magna
announced that it had made separate proposals to privatize its
two other public subsidiaries, Tesma International Inc. and
Intier Automotive Inc. Each proposed privatization transaction,
including the Arrangement, is independent of the others and is
not conditional upon the completion of the others.

After careful consideration, on January 13,
2005, our Board of Directors determined that the terms of the
Arrangement are fair to the minority shareholders of
Decoma (i.e., holders of Decoma Class A Subordinate Voting
Shares that are unrelated to Magna) and that the Arrangement is
in the best interests of Decoma and its shareholders. In making
this determination, the Board relied on a report and
recommendation from a special committee of independent directors
established to consider the Arrangement (the Special
Committee), as well as a formal valuation of the Decoma
Class A Subordinate Voting Shares prepared by the Special
Committees financial advisor, Scotia Capital Inc.
(Scotia Capital), and a fairness opinion from Scotia
Capital that concluded that as at January 12, 2005, the
consideration being offered to holders of Decoma Class A
Subordinate Voting Shares under the Arrangement is fair, from a
financial point of view, to Decomas minority
shareholders. Therefore, our Board recommends that holders of
Decoma Class A Subordinate Voting Shares vote in favour of
the special resolution approving the Arrangement.

The Circular contains important information about
the Arrangement, including a description of the business of
Magna, a copy of the formal valuation and fairness opinion, the
conditions to the implementation of the Arrangement, including
court and regulatory approvals, and a discussion of tax
considerations. For the Arrangement to proceed it must be
approved at the special meeting by not less than 66 2/3% of the
votes cast by holders of Decoma Class A Subordinate Voting
Shares, voting separately as a class, as well as by a simple
majority of the votes cast by minority shareholders.



---



##### 



If, like most shareholders, you are not a
registered shareholder but hold your Decoma Class A
Subordinate Voting Shares through an intermediary, such as a
securities dealer or broker, bank or trust company, you will
receive separate instructions from the intermediary on how to
vote and how to make a cash election. In that case, you should
carefully follow the instructions sent out in any communication
provided by your intermediary.

If you are a registered shareholder and are
unable to attend the special meeting in person, you may vote by
completing and returning the enclosed form of Proxy in
accordance with the instructions in the Circular and the Proxy.
If you want to elect to receive cash, you must complete and
return the Letter of Transmittal and Cash Election Form (printed
on yellow paper) in accordance with the instructions in the
Circular and the Letter of Transmittal and Cash Election Form by
10:00 a.m. on February 24, 2005. Should you fail to do
so, your cash election will be invalid and if the transaction is
approved and completed you will be entitled to receive only
Magna Class A Subordinate Voting Shares.

The Arrangement is an extremely important matter
for Decoma and you as shareholders, and we urge you to vote. We
look forward to seeing you at the special meeting on
February 28, 2005.

Yours truly,

|                                                                                     |  |                                                                                                           
|------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------
|-s- Alan J. Power                                                                    |  | -s- S. Randall Smallbone                                                                                  
|Alan J. PowerPresident and Chief Executive
    Officer
    DECOMA INTERNATIONAL INC. |  | S. Randall SmallboneExecutive Vice-President and
    Chief Financial Officer
    DECOMA INTERNATIONAL INC.

DECOMA INTERNATIONAL INC.

50 Casmir Court, Concord, Ontario,
L4K 4J5(T) (905) 669-2888(F)
(905) 669-5075




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##### 






NOTICE OF SPECIAL MEETING OF

HOLDERS OF CLASS A SUBORDINATE VOTING
SHARES


NOTICE IS HEREBY GIVEN that a special meeting
(the Meeting) of holders of Class A Subordinate
Voting Shares (Decoma Class A Subordinate Voting
Shares) of Decoma International Inc. (Decoma
or the Corporation) will be held at the Glenn Gould
Studio, Canadian Broadcasting Centre, 250 Front Street
West, Toronto, Ontario, Canada on Monday, February 28,
2005, commencing at 10:00 a.m. (Toronto time), for the
following purposes:



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | in accordance with the interim order of the
    Ontario Superior Court of Justice dated January 24, 2005
    (the Interim Order), to consider and, if determined
    advisable, to pass, with or without amendment, a special
    resolution (the Arrangement Resolution), the full
    text of which is set out in Exhibit A to the accompanying
    Management Information Circular/ Proxy Statement (the
    Circular), approving an arrangement of Decoma (the
    Arrangement) under section 182 of the
    Business Corporations Act (Ontario) (the
    OBCA), the purpose of which is to effect the
    acquisition by Magna International Inc. (Magna) of
    all the outstanding Decoma Class A Subordinate Voting
    Shares not already owned, directly or indirectly, by Magna and
    to have Decoma ultimately amalgamate with Magna, all as more
    particularly described in the Circular; and
|
| | 2. | to transact such further or other business or
    matters as may properly come before the Meeting or any
    adjournment or postponement thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Only holders of record of Decoma Class A
Subordinate Voting Shares on January 25, 2005 are entitled
to receive notice of the Meeting and to attend and vote at the
Meeting, except that: (i) in accordance with applicable
law, a transferee of Decoma Class A Subordinate Voting
Shares acquired after such date will be entitled to vote such
shares at the Meeting if such transferee produces properly
endorsed share certificates or otherwise establishes ownership
of such shares and has demanded in writing at least 10 days
before the day of the Meeting that the name of such transferee
be included in the list of shareholders entitled to vote at the
Meeting; and (ii) a holder of Decoma Class A
Subordinate Voting Shares issued by the Corporation after the
record date in connection with the exercise of options to
acquire Decoma Class A Subordinate Voting Shares, or
conversion rights to acquire Decoma Class A Subordinate
Voting Shares, will be entitled to vote such shares at the
Meeting if such holder establishes ownership of such shares to
the satisfaction of the Secretary of the Corporation or the
chairman of the Meeting prior to the Meeting or any adjournment
or postponement thereof.

A registered holder of Decoma Class A
Subordinate Voting Shares who is unable to attend the Meeting in
person and who wishes to ensure that its shares will be voted at
the Meeting is requested to complete, sign, date and return the
enclosed form of proxy in accordance with the instructions set
out in the form of proxy and the Circular. In order to be
effective, a proxy must be mailed, couriered or delivered so as
to reach or be deposited with Computershare Trust Company of
Canada, 9th Floor, 100 University Avenue, Toronto,
Ontario, Canada M5J 2Y1 Attention: Proxy Department not
later than 10:00 a.m. (Toronto time) on February 24,
2005, or, if the Meeting is adjourned or postponed, at least
48 hours (excluding Saturdays, Sundays and holidays) before
the Meeting or any subsequent adjournment or postponement
thereof at which the proxy is to be used.

A substantial number of the Corporations
shareholders do not hold their Decoma Class A Subordinate
Voting Shares in their own names. Such Decoma Class A
Subordinate Voting Shares may be beneficially owned by a person
but registered either: (a) in the name of an intermediary
such as, among others, a bank, trust company, securities dealer
or broker, or the trustee or administrator of a
self-administered RRSP, RRIF, RESP or similar plan; or
(b) in the name of a clearing agency (such as The Canadian
Depository for Securities Limited) of which the intermediary is
a participant. If Decoma Class A Subordinate Voting Shares
are shown in an account statement provided to a shareholder by
the intermediary, in almost all cases those Decoma Class A
Subordinate Voting Shares will not be registered in the

i



---



##### 



name of the shareholder in the records of the
Corporation. Please note that only proxies deposited by
registered shareholders can be recognized and acted upon at the
Meeting. As a consequence, non-registered shareholders should
read their intermediaries instructions to them regarding
how to provide voting instructions.


Pursuant to the Interim Order, a registered
holder of Decoma Class A Subordinate Voting Shares may
dissent in respect of the Arrangement Resolution by following
the dissent procedures set out in the Circular. If the
Arrangement is approved and completed, dissenting shareholders
who comply strictly with the dissent procedures will be entitled
to be paid the fair value of their Decoma Class A
Subordinate Voting Shares. Failure to adhere strictly to the
requirements and procedures set out in the Interim Order, the
Circular, the OBCA (as modified by the Interim Order) and the
Plan of Arrangement may result in the loss or unavailability of
any right to dissent.



| |                                                            
| | -----------------------------------------------------------
| | DATED at Concord, Ontario on January 28,
    2005.         
|
| | BY ORDER OF THE BOARD OF DIRECTORS                         
|
| | R. DAVID BENSON                                            
| | Executive Vice-President, Secretary and General
    Counsel

ii



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##### 



DECOMA INTERNATIONAL INC.

MANAGEMENT INFORMATION CIRCULAR/

PROXY STATEMENT FOR SPECIAL MEETING
OF


HOLDERS OF CLASS A SUBORDINATE VOTING
SHARES


GENERAL INFORMATION

Certain capitalized terms used in this Circular
that are not otherwise defined have the respective meanings set
out under Glossary of Key Terms. All summaries of,
and references to, the Arrangement Agreement, the Plan of
Arrangement, the Interim Order and the Valuation and Fairness
Opinion are qualified in their entirety by reference to the
complete text of these documents attached as Exhibits to this
Circular. Shareholders are urged to read carefully the full text
of these Exhibits. No person has been authorized to give any
information or make any representation in connection with the
matters to be considered at the Meeting other than as contained
or incorporated by reference in this Circular and, if so given
or made, any such information or representation should not be
relied upon. This Circular does not constitute an offer to sell,
or a solicitation of an offer to purchase, any securities or the
solicitation of a proxy by any person in any jurisdiction in
which such an offer or solicitation is not authorized, or in
which the person making such an offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to
make such an offer or solicitation.

INFORMATION RELATING TO MAGNA INTERNATIONAL
INC.

All information (including financial information)
contained or incorporated by reference in this Circular relating
to Magna has been provided to Decoma by Magna and Magna has
confirmed the accuracy of this information. The Board of
Directors of Decoma has relied upon such information without
having made independent inquiries as to the accuracy or
completeness thereof; however, the Board of Directors of Decoma
has no reason to believe such information is misleading or
inaccurate. Neither the Board of Directors of Decoma nor Decoma
assumes any responsibility for the accuracy or completeness of
such information, nor for any omission on the part of Magna to
disclose facts or events which may affect the accuracy or
completeness of any such information.

NOTICE TO SHAREHOLDERS NOT RESIDENT IN
CANADA

The Arrangement involves the issuance of
securities of Magna, a corporation existing under the laws of
the Province of Ontario, Canada. This Circular has been prepared
by Decoma in accordance with disclosure requirements under
applicable Ontario and Canadian law. Non-resident shareholders
should be aware that these requirements may be different from
those of the United States or other jurisdictions. The financial
statements incorporated by reference in this Circular have been
prepared in accordance with Canadian generally accepted
accounting principles, and thus may not be comparable to
financial statements of companies organized in the United States
or in other jurisdictions.

Non-resident shareholders should be aware that
the terms of the Arrangement as described in this Circular may
have tax consequences both in Canada and in the jurisdiction of
residence of the shareholder. The tax consequences arising under
the laws of a country other than Canada or the United States are
not discussed in this Circular.

The enforcement by investors of civil
liabilities under United States federal and state securities
laws may be adversely affected by the fact that Decoma and Magna
are organized under the laws of Ontario, Canada, that almost all
of the officers and directors of Decoma and Magna are residents
of Canada or other jurisdictions outside of the United States,
and that a substantial portion of the assets of Decoma and Magna
are located outside of the United States. It may be difficult to
compel Ontario corporations, such as Decoma and Magna, to
subject themselves to a judgment issued by a court of the United
States.

The issuance of Magna Class A Subordinate
Voting Shares pursuant to the Plan of Arrangement has not been
approved or disapproved by the United States Securities and
Exchange Commission or by any state securities commission or
regulatory authority, nor have any of the foregoing authorities
passed upon the accuracy or adequacy of this Circular. Any
representation to the contrary is a criminal offence.

iii



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##### 



DOLLAR AMOUNTS; CURRENCY OF INFORMATION;
FISCAL YEARS

Unless otherwise stated in this Circular, all
references to dollar amounts are to United States dollars, all
information is given as of December 31, 2004, and all
references to fiscal years (including references to
fiscal followed by a specific year) refer to the
one-year period ended on December 31 in that year.

EXCHANGE RATE INFORMATION

Each of Decoma and Magna, respectively, publishes
its consolidated financial statements in United States dollars
rather than Canadian dollars. The following table sets out, for
each fiscal year and period indicated, the high and low exchange
rates for U.S. dollars expressed in Canadian dollars
(Cdn.$), the average of those exchange rates on the last
business day of each month during that period and the exchange
rate at the end of that period, based on the noon rate in
U.S. dollars as quoted by the Bank of Canada (the
Noon Rate). Such rates are set out as Canadian
dollars per US$1.00.

|                                      |  |            |        |  |            |  |        |         |  |  |         |  |  |  |        | 
|------------------------------------- |  | ---------- | ------ |  | ---------- |  | ------ | ------- |  |  | ------- |  |  |  | ------ | 
|                                      |  | Period End |        |  | Average(1) |  |        | High    |  |  | Low     | 
|                                      |  |            |        |  |            |  |        |         |  |  |         | 
|                                      |  | (Cdn.$)    |        |  | (Cdn.$)    |  |        | (Cdn.$) |  |  | (Cdn.$) | 
|2004                                  |  |            | 1.2036 |  |            |  | 1.2980 |         |  |  | 1.3968  |  |  |  | 1.1774 | 
|January 1, 2004 to September 30, 2004 |  |            | 1.2639 |  |            |  | 1.3290 |         |  |  | 1.3968  |  |  |  | 1.2639 | 
|2003                                  |  |            | 1.2924 |  |            |  | 1.3914 |         |  |  | 1.5747  |  |  |  | 1.2924 | 
|2002                                  |  |            | 1.5796 |  |            |  | 1.5699 |         |  |  | 1.6132  |  |  |  | 1.5110 | 






|    |                                                                                                 
|--- | ------------------------------------------------------------------------------------------------
|(1) | The average of the daily Noon Rate on the last
    business day of each month during the period.

STATEMENT REGARDING FORWARD-LOOKING
INFORMATION

This Circular contains or incorporates by
reference statements that, to the extent that they are not
recitations of historical fact, may constitute
forward-looking statements within the meaning of
applicable securities legislation, including section 21E of
the United States Securities Exchange Act of 1934.
Forward-looking statements may include financial and other
projections, as well as statements regarding Decomas or
Magnas future plans, objectives or economic performance,
or the assumptions underlying any of the foregoing. In this
Circular, the use of words such as may,
would, could, will,
likely, expect, anticipate,
believe, intend, plan,
forecast, project, estimate
and similar expressions are intended to identify forward-looking
statements. Persons reading this Circular are cautioned that
such statements are only predictions and that the
Corporations and Magnas actual future results or
performance may be materially different. In evaluating such
forward-looking statements readers should specifically consider
the various risk factors which could cause actual events or
results to differ materially from those indicated by such
forward-looking statements. These risks and uncertainties
include, but are not limited to, specific risks relating to the
Corporations and Magnas relationship with their
customers, the automotive industry in general and the economy as
a whole. In the respect of Decoma, readers are referred to the
discussion of Other Factors set out in the
Corporations Annual Information Form attached as
Exhibit 1 to Decomas Annual Report on Form 40-F
for the year ended December 31, 2003, wherein certain of
the above risk factors are discussed in further detail. In
respect of Magna, such risks specifically include, without
limitation, those risk factors set out in this Circular and the
documents incorporated by reference in this Circular and, in
particular, those factors set out in Item 3
Description of Business  Risk Factors in
Magnas Annual Information Form attached as Exhibit 1
to Magnas Annual Report on Form 40-F for the year
ended December 31, 2003. The Corporation and Magna
expressly disclaim any intention and undertake no obligation to
update or revise any forward-looking statements contained in
this Circular to reflect subsequent information, events or
circumstances or otherwise.

EXEMPTION FROM REGISTRATION UNDER
U.S. SECURITIES ACT OF 1933

Magna will not register with the United States
Securities and Exchange Commission the Magna Class A
Subordinate Voting Shares to be issued by Magna in connection
with the Arrangement, relying on the exemption from such
registration provided by section 3(a)(10) of the United
States Securities Act of 1933 (the 1933 Act).
Section 3(a)(10) exempts from the registration requirements
of the 1933 Act securities that are issued in transactions
approved by a court, after a hearing on the fairness of the
terms and conditions of such issuance.

iv



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##### 



TABLE OF CONTENTS

|                                                                  |                                                                                   |      |     |    | 
|----------------------------------------------------------------- | --------------------------------------------------------------------------------- | ---- | --- | -- | 
|                                                                  |                                                                                   | Page |    
|                                                                  |                                                                                   |      |    
|GENERAL INFORMATION                                               |                                                                                   |      | iii |   
|INFORMATION RELATING TO MAGNA INTERNATIONAL INC.                  |                                                                                   |      | iii |   
|NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA                     |                                                                                   |      | iii |   
|DOLLAR AMOUNTS; CURRENCY OF INFORMATION; FISCAL
    YEARS         |                                                                                   |      | iv  |   
|EXCHANGE RATE INFORMATION                                         |                                                                                   |      | iv  |   
|STATEMENT REGARDING FORWARD-LOOKING INFORMATION                   |                                                                                   |      | iv  |   
|EXEMPTION FROM REGISTRATION UNDER
    U.S. SECURITIES ACT OF 1933 |                                                                                   |      | iv  |   
|GLOSSARY OF KEY TERMS                                             |                                                                                   |      | 1   |   
|SUMMARY                                                           |                                                                                   |      | 4   |   
|INFORMATION REGARDING THE MEETING                                 |                                                                                   |      | 10  |   
|                                                                  | Date, Time and Place of Meeting                                                   |      |     | 10 | 
|                                                                  | Record Date                                                                       |      |     | 10 | 
|                                                                  | Special Business to be Conducted at the Meeting                                   |      |     | 10 | 
|                                                                  | Solicitation of Proxies                                                           |      |     | 10 | 
|                                                                  | Appointment of Proxies                                                            |      |     | 10 | 
|                                                                  | Non-Registered Shareholders                                                       |      |     | 11 | 
|                                                                  | Revocation of Proxies                                                             |      |     | 11 | 
|                                                                  | Voting of Shares Represented by Management Proxies                                |      |     | 12 | 
|                                                                  | Voting Securities and Principal Holders of Decoma
    Shares                      |      |     | 12 | 
|INFORMATION REGARDING THE ARRANGEMENT                             |                                                                                   |      | 13  |   
|                                                                  | Background to the Arrangement                                                     |      |     | 13 | 
|                                                                  | Magnas Reasons for the Arrangement                                               |      |     | 13 | 
|                                                                  | Decomas Review of the Arrangement: The
    Special Committee                     |      |     | 14 | 
|                                                                  | Determination and Recommendation of the Special
    Committee                     |      |     | 17 | 
|                                                                  | Independent Valuation and Fairness Opinion                                        |      |     | 17 | 
|                                                                  | Recommendation of the Decoma Board                                                |      |     | 20 | 
|                                                                  | Arrangement Agreement                                                             |      |     | 20 | 
|                                                                  | Terms of the Plan of Arrangement                                                  |      |     | 23 | 
|                                                                  | Shareholder Approvals Required                                                    |      |     | 26 | 
|                                                                  | Court Approval of the Arrangement and Completion
    of the Arrangement           |      |     | 27 | 
|                                                                  | Stock Exchange Listings                                                           |      |     | 27 | 
|                                                                  | Resale of Magna Class A Subordinate Voting
    Shares Received in the Arrangement |      |     | 27 | 
|                                                                  | Legal Aspects                                                                     |      |     | 28 | 
|                                                                  | Right of Dissent                                                                  |      |     | 28 | 
|                                                                  | Decoma Convertible Debentures                                                     |      |     | 30 | 
|                                                                  | If the Arrangement is not Implemented                                             |      |     | 30 | 
|                                                                  | Expenses of the Arrangement                                                       |      |     | 31 | 
|CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS                |                                                                                   |      | 31  |   
|CERTAIN U.S. FEDERAL INCOME TAX
    CONSIDERATIONS                |                                                                                   |      | 33  |   
|TRADING HISTORY OF DECOMA CLASS A SUBORDINATE
    VOTING SHARES   |                                                                                   |      | 37  |   

v



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##### 



|                                                                                  |                                                                                 |      |     |    | 
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ---- | --- | -- | 
|                                                                                  |                                                                                 | Page |    
|                                                                                  |                                                                                 |      |    
|INTEREST OF DIRECTORS, SENIOR OFFICERS AND OTHER
    INSIDERS OF DECOMA           |                                                                                 |      | 38  |   
|                                                                                  | Affiliation Agreement                                                           |      |     | 38 | 
|                                                                                  | Social Fees                                                                     |      |     | 38 | 
|                                                                                  | Administrative Services                                                         |      |     | 38 | 
|                                                                                  | Registration Rights Agreement                                                   |      |     | 38 | 
|                                                                                  | Inter-Company Purchases and Leasing Arrangements                                |      |     | 38 | 
|                                                                                  | Enhancements to Benefits of Certain Officers and
    Directors                  |      |     | 38 | 
|                                                                                  | Special Committee                                                               |      |     | 39 | 
|EFFECT OF THE ARRANGEMENT ON MARKETS AND LISTING                                  |                                                                                 |      | 39  |   
|INFORMATION CONCERNING MAGNA                                                      |                                                                                 |      | 39  |   
|                                                                                  | Magna International Inc.                                                        |      |     | 39 | 
|                                                                                  | Details of Magna Class A Subordinate Voting
    Shares and Magna Class B Shares |      |     | 41 | 
|                                                                                  | Auditors, Transfer Agent and Registrar                                          |      |     | 42 | 
|                                                                                  | Documents Incorporated by Reference                                             |      |     | 42 | 
|ADDITIONAL INFORMATION REGARDING
    DECOMA  DOCUMENTS INCORPORATED BY REFERENCE |                                                                                 |      | 44  |   
|AVAILABILITY OF PUBLIC DISCLOSURE DOCUMENTS                                       |                                                                                 |      | 44  |   
|DECOMA EXECUTIVE COMPENSATION INFORMATION                                         |                                                                                 |      | 44  |   
|INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND
    SENIOR OFFICERS             |                                                                                 |      | 45  |   
|AUDITORS, TRANSFER AGENT AND REGISTRAR                                            |                                                                                 |      | 45  |   
|LEGAL MATTERS                                                                     |                                                                                 |      | 45  |   
|DIRECTORS AND OFFICERS LIABILITY INSURANCE                                        |                                                                                 |      | 45  |   
|OTHER BUSINESS                                                                    |                                                                                 |      | 45  |   
|AUDITORS CONSENT                                                                 |                                                                                 |      | 46  |   
|CONSENT OF SCOTIA CAPITAL INC.                                                    |                                                                                 |      | 47  |   
|CONSENT OF TORYS LLP                                                              |                                                                                 |      | 47  |   
|APPROVAL AND CERTIFICATE                                                          |                                                                                 |      | 48  |   
|EXHIBIT A ARRANGEMENT RESOLUTION                                                  |                                                                                 |      | A-1 |   
|EXHIBIT B ARRANGEMENT AGREEMENT                                                   |                                                                                 |      | B-1 |   
|EXHIBIT C PLAN OF ARRANGEMENT                                                     |                                                                                 |      | C-1 |   
|EXHIBIT D INTERIM ORDER                                                           |                                                                                 |      | D-1 |   
|EXHIBIT E NOTICE OF APPLICATION FOR FINAL ORDER                                   |                                                                                 |      | E-1 |   
|EXHIBIT F VALUATION AND FAIRNESS OPINION                                          |                                                                                 |      | F-1 |   
|EXHIBIT G SECTION 185 OF THE BUSINESS
    CORPORATIONS ACT (ONTARIO)              |                                                                                 |      | G-1 |   

vi



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##### 



DECOMA INTERNATIONAL INC.

MANAGEMENT INFORMATION CIRCULAR/

PROXY STATEMENT FOR


SPECIAL MEETING OF HOLDERS OF CLASS A
SUBORDINATE VOTING SHARES


GLOSSARY OF KEY TERMS

The following is a glossary of key terms used
frequently throughout this Circular.

1933 Actmeans the United States Securities Act of 1933, as
amended.

Amalcomeans the corporation continuing from
the Amalgamation.

Amalco Continuing
Optionsmeans all Decoma Options
other than Decoma Exchange Elected Options.

Amalco Redeemable Preferred Sharemeans a redeemable preferred share in
the capital of Amalco having the rights, privileges,
restrictions and conditions set forth in schedule 1.1 of
the Plan of Arrangement.

Amalco Special Sharemeans a special share in the capital
of Amalco having the rights, privileges, restrictions and
conditions set forth in schedule 1.1 of the Plan of
Arrangement.

Amalgamationmeans the amalgamation of Decoma and
Magna Subco described in section 2.2(b) of the Plan of
Arrangement.

Arrangementmeans the arrangement of Decoma under section 182 of the OBCA on
the terms and subject to the conditions set out in the Plan of
Arrangement, subject to any amendments or variations thereto
made in accordance with the Arrangement Agreement or the Plan of
Arrangement or made at the direction of the Court in the Final
Order.

Arrangement
Agreementmeans the Arrangement
Agreement made as of January 13, 2005 between Magna and
Decoma, a copy of which is attached as Exhibit B to this
Circular, as it may be amended, supplemented or restated in
accordance therewith prior to the Effective Time, providing for,
among other things, the Arrangement.

Arrangement
Resolutionmeans the special
resolution of the Shareholders, to be substantially in the form
and content of Exhibit A to this Circular.

Articles of
Arrangementmeans the articles
of arrangement of Decoma in respect of the Arrangement that are
required by the OBCA to be sent to the Director after the Final
Order is made in order to give effect to the Arrangement.

Average Market
Pricemeans the amount in
Canadian currency (rounded to the nearest one-hundredth of a
cent) equal to the volume-weighted average trading price of the
Magna Class A Subordinate Voting Shares on the TSX for the
five consecutive trading days ending on the last trading day
immediately preceding the Effective Date.

Business
Daymeans any day on which
commercial banks are generally open for business in Toronto,
Ontario and New York, New York other than a Saturday, a Sunday
or a day observed as a holiday in Toronto, Ontario or
New York, New York, under applicable laws.

Cash Consideration Elected
Sharemeans, subject to the
terms and conditions set out in section 2.4 of the Plan of
Arrangement, a Decoma Class A Subordinate Voting Share in
respect of which a Shareholder has made a Cash Election.

Cash Elected
Considerationmeans a cash
amount in Canadian currency per Decoma Class A Subordinate
Voting Share (rounded to the nearest one-hundredth of a cent)
equal to the Exchange Ratio multiplied by the Average Market
Price.

Cash
Electionmeans the election of a
Shareholder in the Letter of Transmittal to receive the Cash
Elected Consideration (through receipt of an Amalco Redeemable
Preferred Share) in respect of a Decoma Class A Subordinate
Voting Share.

CDSmeans The Canadian Depository for
Securities Limited.

Certificatesmeans the certificates giving effect to the Arrangement, issued
by the Director pursuant to section 183(2) of the OBCA
after the Articles of Arrangement have been filed.

Circularmeans this Management Information Circular/ Proxy Statement.

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Corporate
Constitutionmeans the Corporate
Constitution as set out in the articles of Decoma.

Corporationor Decomameans Decoma International Inc., a
corporation governed by the OBCA.

Courtmeans the Ontario Superior Court of Justice.

CRAmeans the Canada Revenue Agency.

Decoma
Boardmeans the board of
directors of Decoma.

Decoma Class A Subordinate Voting
Sharemeans a Class A
Subordinate Voting Share in the capital of Decoma.

Decoma Class B
Sharemeans a Class B Share
in the capital of Decoma.

Decoma Convertible Debenturesmeans the 6.5% convertible unsecured
subordinated debentures of Decoma due March 31, 2010 issued
under a trust indenture dated as of March 27, 2003, of
which Cdn.$99,998,000 principal amount was outstanding on
January 13, 2005.

Decoma Convertible Preferred
Sharesmeans the Convertible
Preferred Shares, Series 4 and Convertible Preferred
Shares, Series 5 in the capital of Decoma.

Decoma
DPSPsmeans, collectively, the
Decoma International Inc. (Canadian) Deferred Profit Sharing
Plan and the Decoma International of America, Inc. U.S.
Employees Deferred Profit Sharing Plan.

Decoma Exchange Elected
Optionmeans a Decoma Option in
respect of which the holder thereof has elected in an option
election form to exchange such Decoma Option for a Magna
Replacement Option.

Decoma
Optionsmeans all options to
acquire Decoma Class A Subordinate Voting Shares granted
and outstanding as of the Effective Time under the Decoma
Amended and Restated Incentive Stock Option Plan.

Decoma
Sharesmeans the Decoma
Class A Subordinate Voting Shares, Decoma Class B
Shares and Decoma Convertible Preferred Shares.

Depositarymeans Computershare Trust Company of Canada or Computershare
Trust Company, Inc. at its offices set out in the Letter of
Transmittal.

Directormeans the Director appointed pursuant to section 278 of the
OBCA.

Dissent
Rightmeans the right of dissent
in respect of the Arrangement Resolution as provided in the Plan
of Arrangement and the Interim Order.

Dissenting
Shareholdermeans any
Shareholder who has properly exercised its Dissent Right in
accordance with section 3.1 of the Plan of Arrangement and
the Interim Order, who has not withdrawn or been deemed to have
withdrawn such exercise and who is ultimately determined to be
entitled to be paid the fair value of its Decoma Class A
Subordinate Voting Shares.

Effective
Datemeans the date shown on the
Certificates.

Effective
Timemeans 12:01 a.m.
(Toronto time) on the Effective Date.

Exchange
Ratiomeans 0.1453.

Final
Ordermeans the final order of
the Court approving the Arrangement as such order may be amended
by the Court at any time prior to the Effective Time or, if
appealed, then, unless such appeal is withdrawn or denied, as
affirmed or as amended on appeal.

Interim
Ordermeans the interim order of
the Court in respect of the Arrangement, a copy of which is
attached as Exhibit D to this Circular, as such order may
be amended.

Intiermeans Intier Automotive Inc., a corporation governed by the OBCA.

ITAmeans the Income Tax Act(Canada), as amended from time
to time prior to the Effective Time.

Letter of
Transmittalmeans the letter of
transmittal and cash election form for use by Shareholders.

Magnameans Magna International Inc., a corporation governed by the
OBCA and, upon completion of the Arrangement, means Magna Amalco.

Magna
Amalcomeans the corporation
resulting from the Magna Amalgamation.

Magna
Amalgamationmeans the vertical
short form amalgamation of Magna and Amalco described in
section 2.2(e) of the Plan of Arrangement.

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Magna Class A Subordinate Voting
Sharemeans a Class A
Subordinate Voting Share in the capital of Magna.

Magna Class B
Sharemeans a Class B Share
in the capital of Magna.

Magna Replacement
Optionmeans, in respect of a
particular Decoma Exchange Elected Option, an option to purchase
the number of Magna Class A Subordinate Voting Shares equal
to the Exchange Ratio multiplied by the number of Decoma
Class A Subordinate Voting Shares that could be purchased
under that corresponding Decoma Exchange Elected Option if such
Decoma Exchange Elected Option were exercisable and exercised
immediately prior to the Effective Time (rounded down to the
nearest whole number of Magna Class A Subordinate Voting
Shares).

Magna
Subcomeans 1265058 Ontario
Inc., a wholly-owned subsidiary of Magna existing under the
OBCA, which, at the Effective Time, will be the holder of all or
a portion of the Decoma Shares then owned, directly or
indirectly, by Magna.

Meetingmeans the special meeting of Shareholders, including any
adjournment or postponement thereof, called and to be held in
accordance with the Interim Order to consider and, if determined
advisable, to pass, with or without amendment, the Arrangement
Resolution.

Minority
Shareholdersmeans all
Shareholders other than (i) Magna, Magna Subco, Tesma and
Intier and their respective directors and senior officers,
(ii) any other related party of Magna, Magna Subco, Tesma
or Intier within the meaning of Rule 61-501 and
Policy Q-27, subject to the exceptions set out therein,
(iii) the Decoma DPSPs, and (iv) any person acting
jointly or in concert with any of the foregoing other than the
Decoma DPSPs.

NASDAQmeans the NASDAQ National Market.

Noticemeans the notice of the Meeting accompanying this Circular.

Notice of Guaranteed
Deliverymeans a notice of
guaranteed delivery form for use by Shareholders.

NYSEmeans the New York Stock Exchange.

OBCAmeans the Business Corporations Act(Ontario), as amended
from time to time prior to the Effective Time.

Plan of
Arrangementmeans the plan of
arrangement substantially in the form set out in Exhibit C
to this Circular, and any amendment or variation thereto.

Policy
Q-27means the Autorité des
marchés financiers du Québec Policy
Statement Q-27  Protection of minority
securityholders in the course of certain transactions.

Record
Datemeans January 25, 2005.

Rule 61-501means the Ontario Securities Commission
Rule 61-501  Insider Bids, Issuer Bids,
Business Combinations and Related Party Transactions.

Scotia
Capitalmeans Scotia Capital
Inc., the independent valuator and financial advisor retained by
the Special Committee to prepare the Valuation and Fairness
Opinion.

Share
Certificatesmeans certificates
representing Decoma Class A Subordinate Voting Shares.

Share
Considerationmeans a fraction
of a Magna Class A Subordinate Voting Share equal to the
Exchange Ratio.

Share Consideration
Sharemeans any Decoma
Class A Subordinate Voting Share other than a Cash
Consideration Elected Share.

Shareholdermeans a holder of Decoma Class A Subordinate Voting Shares.

Special
Committeemeans the special
committee of independent directors of Decoma established to
consider the Arrangement, consisting of Jennifer J.
Jackson, Frank E. Macher (Chairman) and John T.
Mayberry.

Tesmameans Tesma International Inc., a corporation governed by the
OBCA.

TSXmeans the Toronto Stock Exchange.

Valuation and Fairness
Opinionmeans the formal
valuation of the Decoma Class A Subordinate Voting Shares
prepared by Scotia Capital for the Special Committee as required
pursuant to Rule 61-501 and Policy Q-27, and the
opinion of Scotia Capital to the Special Committee as to the
fairness, from a financial point of view, of the consideration
being offered under the Arrangement to Minority Shareholders, a
copy of which is attached as Exhibit F to this Circular.

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SUMMARY The following is a summary of certain
information contained in this Circular and should be read in
conjunction with, and is qualified in its entirety by, the more
detailed information appearing or incorporated by reference in
this Circular. Certain capitalized terms used in this summary
are defined in the Glossary of Key Terms in this Circular.
Shareholders are urged to read this Circular, the materials
incorporated by reference herein and the Exhibits hereto
carefully and in their entirety. Date, Time and Place of Meeting The Meeting will be held on Monday,
February 28, 2005 at 10:00 a.m. (Toronto time) at the
Glenn Gould Studio, Canadian Broadcasting Centre, 250 Front
Street West, Toronto, Ontario, Canada. Record Date The Record Date for the determination of
Shareholders entitled to notice of and to vote at the Meeting is
January 25, 2005. Only Shareholders of record on
January 25, 2005 are entitled to receive notice of the
Meeting and to attend and vote at the Meeting, except that:
(i) in accordance with applicable law, a transferee of
Decoma Class A Subordinate Voting Shares acquired after the
Record Date will be entitled to vote such shares at the Meeting
if such transferee produces properly endorsed Share Certificates
or otherwise establishes ownership of such shares and has
demanded, in writing not later than 10 days before the day
of the Meeting, that the name of such transferee be included in
the list of Shareholders entitled to vote at the Meeting; and
(ii) a holder of Decoma Class A Subordinate Voting
Shares issued by the Corporation after the Record Date, in
connection with the exercise of Decoma Options or conversion
rights to acquire Decoma Class A Subordinate Voting Shares,
will be entitled to vote such shares at the Meeting if such
Shareholder establishes ownership of such shares to the
satisfaction of the Secretary of the Corporation or the chairman
of the Meeting prior to the Meeting or any adjournment or
postponement thereof. A substantial number of Shareholders do not hold
their Decoma Class A Subordinate Voting Shares in their own
name. Such Decoma Class A Subordinate Voting Shares may be
beneficially owned by a person but registered either: (a) in the
name of an intermediary such as, among others, a bank, trust
company, securities dealer or broker, or the trustee or
administrator of a self-administered RRSP, RRIF, RESP or similar
plan; or (b) in the name of a clearing agency (such as CDS)
of which the intermediary is a participant. If Decoma
Class A Subordinate Voting Shares are shown in an account
statement provided to a Shareholder by the intermediary, in
almost all cases those Decoma Class A Subordinate Voting
Shares will not be registered in the name of the Shareholder in
the records of the Corporation. Please note that only proxies
deposited by registered Shareholders can be recognized and acted
upon at the Meeting. As a consequence, non-registered
Shareholders should read their intermediaries instructions
to them regarding how to provide voting instructions. Special Business to be Conducted at the
Meeting At the Meeting, Shareholders will be asked to
consider and, if determined advisable, to pass, with or without
amendment, the Arrangement Resolution, the full text of which is
attached as Exhibit A to this Circular. For the purposes of
determining whether the Arrangement Resolution has received
necessary Shareholder approval, the votes will also be tabulated
based upon the votes cast by Minority Shareholders. See
Shareholder Approvals Required. Terms of the Arrangement The following summary of the Plan of Arrangement
is subject to, and qualified in its entirety by reference to,
the Plan of Arrangement. The Plan of Arrangement contemplates that
Shareholders (other than Dissenting Shareholders, Magna and
Magna Subco) will receive, for each Decoma Class A
Subordinate Voting Share held by them, either 0.1453 of a Magna
Class A Subordinate Voting Share or, where specifically so
elected by a Shareholder in the Letter of Transmittal, cash (in
Canadian currency) equal to 0.1453 times the
volume-weighted average trading price of the Magna Class A
Subordinate Voting Shares on the TSX for the five consecutive
trading days ending on the last trading day immediately before
the Effective Date of the Arrangement. As of the date of this
Circular, the Effective Date of the Arrangement is expected to
be March 6, 2005. The cash payment amount is limited to
Cdn.$150 million. If all Cash Elections by Shareholders
desiring to receive cash exceed Cdn.$150 million, the
amount of cash such Shareholders will receive will be
proportionately reduced.


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Where the cash amount is reduced, Shareholders
who elected cash will receive Magna Class A Subordinate
Voting Shares in lieu of the applicable cash amount. Subject to
this limit on cash payments, a Shareholder may elect to receive
cash for all or a portion of the Decoma Class A Subordinate
Voting Shares held by such Shareholder.
 Under the Arrangement, all Shareholders (other
than Magna, Magna Subco or Dissenting Shareholders) will receive
an automatic rollover (deferral of capital gain or
capital loss) for Canadian income tax purposes for Decoma Class
A Subordinate Voting Shares exchanged for Magna Class A
Subordinate Voting Shares. Specifically, each Decoma
Class A Subordinate Voting Share held by a Shareholder
(except to the extent a Shareholder has made a Cash Election)
will, on the Amalgamation, be converted into one Amalco Special
Share, and each such Amalco Special Share will, as part of the
Arrangement, be exchanged for 0.1453 of a Magna Class A
Subordinate Voting Share. Where a Shareholder elects, in the Letter of
Transmittal, to receive a cash payment for all or a portion of
its Decoma Class A Subordinate Voting Shares, each Decoma
Class A Subordinate Voting Share (in respect of which a
Shareholder has made a Cash Election) will, on the Amalgamation,
be converted into one Amalco Redeemable Preferred Share (subject
to the Cdn.$150 million aggregate maximum for all
Shareholders making Cash Elections), and each such Amalco
Redeemable Preferred Share will, as part of the Arrangement, be
redeemed for a cash amount equal to 0.1453 multiplied by the
Average Market Price of the Magna Class A Subordinate
Voting Shares. For the tax treatment applicable to a
Shareholder, see Certain Canadian Federal Income Tax
Considerations and Certain U.S. Federal Income Tax
Considerations. Shareholders whose Decoma Class A
Subordinate Voting Shares are registered either (a) in the
name of an intermediary such as, among others, a bank, trust
company, securities dealer or broker or the trustee or
administrator of a self-administered RRSP, RRIF, RESP or similar
plan, or (b) in the name of a clearing agency, such as CDS,
of which the intermediary is a participant, should contact that
intermediary for instructions as to how to elect to receive cash
and how to deliver such Decoma Class A Subordinate Voting
Shares. Any Shareholder who, in respect of any Decoma
Class A Subordinate Voting Shares held by such Shareholder,
(i) does not deposit with the Depositary a duly completed
Letter of Transmittal (or Notice of Guaranteed Delivery) prior
to 10:00 a.m., on Thursday, February 24, 2005 or
(ii) fails to complete the Letter of Transmittal making a
Cash Election, will be deemed NOT to have made a Cash Election
in respect of their Decoma Class A Subordinate Voting
Shares and will be entitled to receive only the Share
Consideration as consideration for each of the
Shareholders Decoma Class A Subordinate Voting
Shares. Fractional Magna Class A Subordinate Voting
Shares will not be issued in connection with the Arrangement.
Where a Shareholder is to receive Magna Class A Subordinate
Voting Shares and the aggregate number of Magna Class A
Subordinate Voting Shares to be issued to such Shareholder would
otherwise include a fraction of a Magna Class A Subordinate
Voting Share, the Shareholder will receive, in lieu of the
fractional share, a cash payment equal to the fraction of a
Magna Class A Subordinate Voting Share otherwise issuable
multiplied by the Average Market Price. Background to the Arrangement On October 22, 2004, after the close of
trading on the TSX, Vincent J. Galifi, Executive
Vice-President and Chief Financial Officer of Magna, and
Jeffrey O. Palmer, Executive Vice-President of Magna, met
at Decomas head offices in Concord, Ontario with
Alan J. Power, Decomas President and Chief Executive
Officer; S. Randall Smallbone, Decomas Executive
Vice-President and Chief Financial Officer; and R. David
Benson, Decomas Executive Vice-President, Secretary and
General Counsel. At that meeting, Messrs. Galifi and Palmer
delivered Magnas written proposal for privatizing Decoma.
Messrs. Galifi and Palmer informed Decoma, at that time,
that Magna was intending to make privatization proposals
involving its two other public subsidiaries, Intier and Tesma,
but each proposed privatization transaction was independent of
the others and not conditional upon completion of the others. Immediately following the meeting,
Messrs. Power and Benson communicated the Magna proposal
for privatizing Decoma to each of Decomas directors (other
than Mr. Wolf and Mr. Galifi), and discussed with each
of them the general contents of the press release that would be
required to be issued by the Corporation to announce the receipt
of Magnas proposal. On October 25, 2004, before the opening of
trading on the TSX, Magna issued a press release announcing the
three separate privatization proposals. Decoma issued its own
press release on the same date concerning Magnas
privatization proposal for Decoma.


5



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Magnas Reasons for the
Arrangement Magna has advised the Corporation that it
proposed the Arrangement primarily for strategic reasons to
adapt to changing automotive industry conditions by better
positioning Magnas automotive operating groups, including
Decoma, to compete and grow on a global basis. Although Magna
has also announced separate proposals to privatize its two other
public subsidiaries, Tesma and Intier, each proposed
privatization transaction, including the Arrangement, is
independent of the others and not conditional upon completion of
the others. Magnas reasons for proposing the Arrangement
include the following: Improved Strategic
Positioning.Following completion of
the Arrangement, Magna will be better positioned to meet its
customers needs for larger and increasingly complex
modules and systems for vehicle exteriors, by being able to more
readily and more seamlessly combine the product development and
manufacturing capabilities of Decoma with those of Magnas
other automotive operating groups. Examples of such joint
efforts include Decomas ability to work more closely with
Magnas Cosma International metal stamping group on front
and rear end module development, Decomas work with Intier
on future lift-gate and roof modules and Decomas ability
to work more closely with Intier, Cosma International and Magna
Donnelly on the development of door module products. As OEM
vehicle engineering and assembly have evolved, customer needs
have shifted from simple components to larger, more
sophisticated, and highly-engineered systems and modules with
increased content and features. These systems and modules are
increasingly crossing Magnas and Decomas traditional
product lines. With the increased flexibility to align its
businesses following the completion of the Arrangement, Magna
believes that it will be better positioned to capitalize on
exterior module development and expanded exterior product supply
opportunities like those noted above. For Decoma, this should
result in an acceleration of its business strategy of moving up
the supplier value-chain and its transition from a
product supplier to an advanced systems and modules supplier
focused on exterior module integration opportunities. Exploit Magnas Competencies.The Arrangement will allow Magna to
more fully exploit the various competencies that exist within
Magna, particularly its complete vehicle expertise at Magna
Steyr. With its vast product portfolio, Magna has substantial
depth of knowledge in design, engineering and development,
systems testing and manufacturing using a wide variety of
techniques, materials and processes. Moreover, Magna
Steyrs complete vehicle engineering and design capability
includes the vehicles interior, exterior, powertrain and
drivetrain as well as complete electric and electronic
architecture. Consequently, Magna Steyr has an in-depth
understanding of how the vehicles various systems
interact, as well as extensive systems integration and complete
vehicle assembly experience. As an amalgamated entity, Magna and
Decoma should be able to better access and leverage such
expertise and knowledge to capitalize on Magna Steyrs
engineering, testing and complete vehicle assembly capabilities.
In particular, Magna Steyrs expertise will be of
significant benefit to Decoma in its long-term efforts to
develop composite vehicles and its efforts to develop specialty
vehicle engineering. Alignment of Product Portfolio.The Arrangement will also provide
Magna with the opportunity to better align its product portfolio
where it has similar capabilities in different automotive
operating groups, such as between Decomas automotive
exterior components and systems products and Magna
Donnellys mirrors and glass encapsulation and green house
systems. Through acquisitions, such as Magnas 2002
acquisition of Donnelly Corporation, as well as the convergence
of technologies, Magna has acquired similar expertise in
different operating groups that could be more effectively
aligned with the product offerings of Decoma. Some of these
overlapping product areas are capital-intensive and are expected
to continue to converge in the future. As a result of the
completion of the Arrangement, Magna should be able to achieve
various operational synergies through the alignment of these
capabilities. Avoid Duplication of Investment.As Magna expands into new markets and
further broadens its customer base, Magna believes that the
Arrangement will enable it to avoid duplication of investment in
infrastructure and development costs in these new markets. For
example, Decoma is in the process of establishing a
manufacturing strategy for China, where Magna has previously
acquired or established management and other infrastructure
resources and relationships. Magna also views the more efficient
corporate structure resulting from the Arrangement as a way to
enhance Magnas identity as a single source supplier to
OEMs, which, in turn, will better position Magna (and all of its
automotive operations, including Decoma) in those markets where
Magna has strong brand recognition. This is particularly
important to customers who prefer dealing with single source
suppliers.


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Magna remains committed to its philosophy of
decentralized, autonomous operating groups and group level long
term incentive arrangements to continue to empower management
and motivate employees. Magna intends to continue to apply this
philosophy to Decoma operations following the completion of the
Arrangement. For further information regarding Magna, please
see Information Regarding Magna. The Special Committee On October 28, 2004, the Decoma Board
established the Special Committee to review and consider the
Arrangement. The Special Committee consists of Jennifer J.
Jackson, Frank E. Macher (Chairman) and John T.
Mayberry. None of the members of the Special Committee has any
interest in the Arrangement, other than an interest as a
director of Decoma, as a holder of Decoma Class A
Subordinate Voting Shares, as a holder of Decoma Options, as a
holder of Decoma Convertible Debentures or as a holder of
deferred share units under the Decoma Directors
Compensation Plan. Each of the members of the Special Committee
was determined by the Decoma Board to be independent of Magna. The Special Committees mandate was to
review and consider the Arrangement and to make recommendations
to the Decoma Board regarding the Arrangement. The Special
Committee was authorized to retain its own advisors, including
legal and financial advisors, to assist it in the performance of
its duties. On October 28, 2004, the Special Committee
engaged Stikeman Elliott LLP to provide it with independent
legal advice in connection with the Arrangement, including
advice regarding the duties and responsibilities of the Special
Committee members and the application of Rule 61-501 and
Policy Q-27 to the Arrangement. On November 18, 2004,
the Special Committee formally engaged Scotia Capital as
independent financial advisor to prepare a formal valuation of
the Decoma Class A Subordinate Voting Shares, to provide an
opinion as to the fairness, from a financial point of view, of
the consideration being offered under the Arrangement to
Minority Shareholders, and to provide other financial advisory
services. The Special Committee met on 13 occasions between
the date it was established and January 13, 2005 (being the
date the Special Committee delivered its formal report and
recommendation to the Decoma Board) to consider the Arrangement
and certain related matters, to receive progress reports from
Scotia Capital as to its ongoing valuation work and related
issues and, ultimately, to receive the results of its analysis.
The Special Committee and its legal and financial advisors also
contacted and met with representatives of Decoma management and
Magna on a number of occasions to obtain additional information
required by the Special Committee and its legal and financial
advisors in their consideration of the Arrangement and to raise
questions and discuss issues in relation to the work being
performed by the Special Committee and its legal and financial
advisors. On December 17, 2004, Scotia Capital
presented the preliminary results of its ongoing valuation
analysis to the Special Committee and related issues were
discussed. The approach that was being taken by Scotia Capital
to value the Decoma Class A Subordinate Voting Shares (in
light of the requirements of Rule 61-501 and
Policy Q-27) was discussed in detail, as were the
assumptions upon which Scotia Capitals valuation work was
being based and the steps that were being taken by Scotia
Capital to form its own independent views of the reasonableness
of the information that it received from Decoma management
(including forecasts of the expected future performance of
Decoma). On December 24, 2004, January 6, 2005,
January 11, 2005 and January 12, 2005, Scotia Capital
met with the Special Committee and Stikeman Elliott LLP to
provide the Special Committee with progress reports as to its
ongoing valuation work and to discuss related issues. On
January 13, 2005, the Special Committee met with Scotia
Capital and Stikeman Elliott LLP to receive the Valuation and
Fairness Opinion. At the time of making its recommendation, the
implied value of the consideration being offered to Shareholders
under the Arrangement was at the low end of the valuation range
developed by Scotia Capital. This issue, along with a number of
other matters, was given serious consideration by the Special
Committee. Having considered a number of factors, the Special
Committee reached its determination and made its recommendation
with respect to the Arrangement. See Information Regarding
the Arrangement  Decomas Review of the
Arrangement: The Special Committee. Valuation and Fairness Opinion Scotia Capital, the independent valuator retained
by the Special Committee in connection with its consideration of
the Arrangement, prepared the Valuation and Fairness Opinion in
accordance with Rule 61-501 and Policy Q-27.
Shareholders are urged to read the Valuation and Fairness
Opinion, the full text of which is attached as Exhibit F to
this


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##### 



Circular, carefully and in its entirety. Based
upon and subject to the analyses, assumptions, qualifications
and limitations discussed in the Valuation and Fairness Opinion,
Scotia Capital advised the Special Committee that, in its
opinion, as at January 12, 2005, the fair market value of a
Decoma Class A Subordinate Voting Share was in the range
of $11.04 to $13.33 (at an exchange rate of
Cdn.$1.20=$1.00 as at January 12, 2005, the fair market
value of a Decoma Class A Subordinate Voting Share was in
the range of Cdn.$13.25 to Cdn.$16.00), and the consideration
being offered to Shareholders under the Arrangement is fair,
from a financial point of view, to Minority Shareholders.
 Determination and Recommendation of the
Special Committee After giving careful consideration to the
Valuation and Fairness Opinion and a variety of other factors,
on January 13, 2005, the Special Committee unanimously
determined that the Arrangement is fair to Minority Shareholders
and is in the best interests of Decoma and recommended that the
Decoma Board recommend that holders of Decoma Class A
Subordinate Voting Shares vote in favour of the Arrangement. Recommendation of the Decoma Board After due consideration of the report of the
Special Committee, the Decoma Board, at a meeting held on
January 13, 2005, determined that the consideration being
offered to Shareholders under the Arrangement is fair, from a
financial point of view, to Minority Shareholders and that the
Arrangement is in the best interests of the Corporation and its
shareholders. Accordingly, the Decoma Board unanimously
recommends (with Mr. Power not participating and
Messrs. Galifi and Wolf abstaining due to their interests
in the matter as directors and/or senior officers of Magna) that
all Shareholders (including Minority Shareholders) vote in
favour of the Arrangement Resolution. RECOMMENDATION TO SHAREHOLDERS The Decoma Board unanimously recommends that
all Shareholders VOTE IN FAVOUR of the Arrangement
Resolution.
 Shareholder Approvals Required The Interim Order provides that, for the
Arrangement to be implemented, the Arrangement Resolution must
be passed, with or without amendment, by:  (a)
    66 2/3% of the votes cast by Shareholders, voting
    separately as a class, at the Meeting in person or by proxy;(b)
    a simple majority of the votes cast by Minority
    Shareholders voting at the Meeting in person or by proxy;(c)
    a written resolution of all holders of Decoma
    Class B Shares, voting separately as a class; and(d)
    a written resolution of all holders of Decoma
    Convertible Preferred Shares, voting separately as a class. Magna (together with its affiliates) currently
holds all of the outstanding Decoma Class B Shares and
Decoma Convertible Preferred Shares and 29,246,067 Decoma
Class A Subordinate Voting Shares, which represent
approximately 57% of the Decoma Class A Subordinate
Voting Shares outstanding. Magna has advised the Corporation
that it will vote, or cause to be voted, all such Decoma Shares
in favour of the Arrangement Resolution. Court Approval The Arrangement requires Court approval under
the OBCA. Prior to mailing this Circular, Decoma obtained
the Interim Order providing for the calling and holding of the
Meeting and certain other procedural matters. If the Arrangement
Resolution is approved by Shareholders in the manner required by
the Interim Order, the hearing in respect of the Final Order
will take place on or about March 2, 2005 at
10:00 a.m. (Toronto time) in the Court located at
393 University Avenue, Toronto, Ontario. At the hearing for
the Final Order, the Court will consider, among other things,
the fairness of the Arrangement to Minority Shareholders. The Corporation Following the
Arrangement As part of the Arrangement, the Corporation will
combine with Magna to form Magna Amalco. Magna Amalco will own
all of the assets, and be subject to all of the liabilities of
each of its predecessor companies.


8



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Certain Canadian Federal Income Tax
Considerations A Shareholder who does not elect to receive Cash
Elected Consideration will not realize a capital gain (or
capital loss) as a result of the Arrangement and will acquire
Magna Class A Subordinate Voting Shares at a cost equal to
the adjusted cost base of the holders Decoma Class A
Subordinate Voting Shares exchanged on the Arrangement. A
Shareholder may realize a capital gain (or capital loss) in
respect of Decoma Class A Subordinate Voting Shares for
which it elects to receive Cash Elected Consideration. The foregoing is qualified by the more detailed
summary in this Circular. See Certain Canadian Federal
Income Tax Considerations. Certain U.S. Federal Income Tax
Considerations A United States Holder (as defined under
Certain U.S. Federal Income Tax Considerations) will
generally be required to recognize a gain or loss for United
States federal income tax purposes as a result of the
Arrangement in an amount equal to the difference between
(i) the sum of the cash and the fair market value of the
Magna Class A Subordinate Voting Shares received in the
Arrangement and (ii) such holders adjusted tax basis
in its Decoma Class A Subordinate Voting Shares transferred
in the Arrangement. The foregoing is qualified by the more detailed
summary in this Circular. See Certain U.S. Federal Income
Tax Considerations. Right to Dissent Pursuant to the Interim Order, registered
Shareholders have the right to dissent from the Arrangement
Resolution in the manner provided in section 185 of
the OBCA, as modified by the Interim Order, and the Plan of
Arrangement. A Dissenting Shareholder will be entitled, if the
Arrangement becomes effective, to be paid by Magna the fair
value of the Decoma Class A Subordinate Voting Shares held
by such Dissenting Shareholder determined as at the close of
business on the day before the Arrangement Resolution is
adopted. A registered Shareholder who wishes to exercise its
Dissent Right must provide a written objection to the
Arrangement Resolution (a Dissent Notice) to Decoma
International Inc., 50 Casmir Court, Concord, Ontario,
Canada L4K 4J5, Attention: Secretary, facsimile number
905-669-5075 prior to 5:00 p.m. (Toronto time) on the
Business Day immediately preceding the Meeting (or any
adjournment or postponement thereof). It is important that
registered Shareholders strictly comply with this requirement,
as it is different from the statutory dissent provisions of the
OBCA that would otherwise permit a Dissent Notice to be provided
at or prior to the Meeting. Failure to comply strictly with
the dissent procedures set out in the Interim Order may result
in the loss or unavailability of a Shareholders dissent
rights. Stock Exchange Listings Magna Class A Subordinate Voting Shares are
listed on the TSX and the NYSE. Magna has filed applications
with the TSX and the NYSE to list the Magna Class A
Subordinate Voting Shares to be issued in connection with the
Arrangement and upon the exercise of Magna Replacement Options
and Amalco Continuing Options. The TSX and the NYSE have
conditionally approved the listing of Magna Class A
Subordinate Voting Shares, subject to the satisfaction of the
customary requirements of the TSX and the NYSE, respectively.
The Decoma Class A Subordinate Voting Shares will be
delisted from the TSX and NASDAQ on completion of the
Arrangement. Effective Time Assuming all conditions precedent to the
completion of the Arrangement, as set out in the Arrangement
Agreement, have been either satisfied or waived by the party
entitled to the benefit of such conditions precedent, the
Arrangement will be effective at 12:01 a.m. (Toronto time)
on the Effective Date, which is expected to be March 6,
2005. Questions and Further Assistance If you have any questions about the information
contained in this Circular or require assistance in making your
Cash Election or delivering your Decoma Class A Subordinate
Voting Shares, please contact Georgeson Shareholder
Communications Canada, Inc., Decomas information agent, by
telephone at: 1-877-288-7315 (North American toll free number).


9



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INFORMATION REGARDING THE MEETING

Date, Time and Place of Meeting

The Meeting will be held on Monday,
February 28, 2005 commencing at 10:00 a.m.
(Toronto time) at the Glenn Gould Studio, Canadian Broadcasting
Centre, 250 Front Street West, Toronto, Ontario, Canada.

Record Date

The Record Date for the determination of
Shareholders entitled to notice of and to vote at the Meeting is
January 25,2005. Only Shareholders of record on
January 25, 2005 are entitled to receive notice of the
Meeting and to attend and vote at the Meeting, except that:
(i) in accordance with applicable law, a transferee of
Decoma Class A Subordinate Voting Shares acquired after the
Record Date will be entitled to vote such shares at the Meeting
if such transferee produces properly endorsed Share Certificates
or otherwise establishes ownership of such shares and has
demanded, in writing not later than 10 days before the day
of the Meeting, that the name of such transferee be included in
the list of Shareholders entitled to vote at the Meeting; and
(ii) a holder of Decoma Class A Subordinate Voting
Shares issued by the Corporation after the Record Date in
connection with the exercise of Decoma Options or conversion
rights to acquire Decoma Class A Subordinate Voting Shares,
will be entitled to vote such shares at the Meeting if such
Shareholder establishes ownership of such shares to the
satisfaction of the Secretary of the Corporation or the chairman
of the Meeting prior to the Meeting or any adjournment or
postponement thereof.

Special Business to be Conducted at the
Meeting

At the Meeting, Shareholders will be asked to
consider and, if determined advisable, to pass, with or without
amendment, the Arrangement Resolution, the full text of which is
attached as Exhibit A to this Circular. For the purposes of
determining whether the Arrangement Resolution has received
necessary Shareholder approval, the votes will also be tabulated
based upon the votes cast by Minority Shareholders. See
Shareholder Approvals Required.

Solicitation of Proxies

This Circular is furnished in connection with
the solicitation of proxies by or on behalf of management of the
Corporation for use at the Meeting (or any adjournment or
postponement thereof) to be held at the time and place and for
the purposes set out in the accompanying Notice. The information
contained herein is given as at December 31, 2004, unless
indicated otherwise.This Circular,
the Notice, the accompanying form of proxy, the Letter of
Transmittal and the Notice of Guaranteed Delivery are being
mailed on or about January 28, 2005 to Shareholders of
record as of the close of business on the Record Date. Except as
described below, the Corporation will bear all costs associated
with the preparation and mailing of this Circular, the Notice,
the accompanying form of proxy, the Letter of Transmittal and
the Notice of Guaranteed Delivery, as well as the costs of the
solicitation of proxies. The solicitation will be primarily by
mail. However, officers and regular employees of the Corporation
may also solicit proxies (but not for additional compensation)
personally, by telephone or other means of electronic
transmission. Under the Arrangement Agreement, Magna has also
been authorized by the Corporation to solicit proxies on behalf
of management in favour of the Arrangement Resolution. Banks,
brokerage houses and other custodians and nominees or
fiduciaries will be requested to forward proxy solicitation
material to their principals and to obtain authorizations for
the execution of proxies, and will be reimbursed for their
reasonable expenses in doing so. In accordance with the
Arrangement Agreement, at Magnas direction, Decoma has
retained Georgeson Shareholder Communications Canada, Inc.
(Georgeson) including its US affiliate, Georgeson
Shareholder Communications, Inc. to solicit proxies from
Shareholders. Georgeson will be paid a proxy solicitation
program management fee of Cdn.$25,000, a retail Shareholder call
fee of Cdn.$6.00 per call and a success fee of Cdn.$35,000 if
the Arrangement Resolution is approved by Minority Shareholders
at the Meeting. In addition, Decoma has agreed to reimburse
Georgeson for disbursements and GST where applicable. Under
the Arrangement Agreement, Magna has agreed to bear the costs
and expenses incurred by the Corporation in using the services
of dealers and proxy solicitation agents, including Georgeson to
solicit proxies at Magnas direction in favour of the
Arrangement Resolution. See Arrangement
Agreement  Expenses.

Appointment of Proxies

The persons named in the accompanying form of
proxy are Siegfried Wolf, Alan J. Power and R. David
Benson, each of whom is a representative of management of the
Corporation. Each Shareholder has the right to appoint a
person, other than the persons named in the enclosed form of
proxy, who need not be a shareholder of the

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Corporation, to attend and act for and on
behalf of the Shareholder at the
Meeting . This right may be exercised
by inserting such persons name in the blank space provided
in the accompanying form of proxy or by completing another
proper form of proxy.


A proxy must be in writing, must be dated the
date on which it is executed, must be executed by the
Shareholder or his or her attorney authorized in writing or, if
the Shareholder is a corporation, by a duly authorized officer
or attorney of that corporation and, if the proxy is to apply to
less than all the Decoma Class A Subordinate Voting Shares
registered in the name of the Shareholder, must specify the
number of Decoma Class A Subordinate Voting Shares to which
it is to apply. A proxy will not be valid unless the form of
proxy is delivered to the office of Computershare Trust Company
of Canada, 9th Floor, 100 University Avenue, Toronto,
Ontario, Canada M5J 2Y1, Attention: Proxy Department, by no
later than 10:00 a.m. (Toronto time) on Thursday,
February 24, 2005 or, if the Meeting is adjourned or
postponed, at least 48 hours (excluding Saturdays, Sundays
and holidays) before the time of the Meeting.

Non-Registered Shareholders

These Meeting materials are being sent to both
registered and non-registered owners of Decoma Class A
Subordinate Voting Shares. If you are a non-registered owner,
and Decoma or its agent has sent these materials directly to
you, your name and address and information about your holdings
of Decoma Class A Subordinate Voting Shares have been
obtained in accordance with applicable securities regulatory
requirements from the intermediary holding on your behalf.

By choosing to send these materials to you
directly, Decoma (and not the intermediary holding on your
behalf) has assumed responsibility for (i) delivering these
materials to you, and (ii) executing your proper voting
instructions. Please return your voting instructions as
specified in the request for voting instructions.

Only registered Shareholders, or the persons that
they appoint as their proxies, are permitted to attend and vote
at the Meeting. However, in many cases, Decoma Class A
Subordinate Voting Shares beneficially owned by a person
(a Non-Registered Holder) are registered either:



| |     |                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | in the name of an intermediary (an
    Intermediary) that the Non-Registered Holder deals
    with in respect of the Decoma Class A Subordinate Voting
    Shares, such as, among others, a bank, trust company, securities
    dealer or broker, or the trustee or administrator of a
    self-administered RRSP, RRIF, RESP or similar plan; or
|
| | (b) | in the name of a clearing agency (such as CDS) of
    which an Intermediary is a participant.                                                                                                                                                                                                                                                      

In accordance with National Instrument 54-101
 Communication with Beneficial Owners of
Securities of a Reporting Issuer, Decoma is delivering the
Meeting materials directly to its Non-Registered Shareholders
who are non-objecting beneficial owners of Decoma Class A
Subordinate Voting Shares (NOBOs). As a result,
NOBOs can expect to receive a scannable voting instruction form
(VIF) from the Corporations transfer agent,
Computershare Trust Company of Canada or Computershare Investor
Services Inc. (collectively called Computershare).
These VIFs are to be completed and returned to Computershare by
10:00 a.m. on February 24, 2005 in the envelope
provided. In addition, Computershare provides both telephone
voting and internet voting as described on the VIF itself which
contains complete instructions. Computershare will tabulate the
results of the VIFs received from NOBOs and will provide
appropriate instructions at the Meeting with respect to the
shares represented by the VIFs Computershare receives.

Revocation of Proxies

A registered Shareholder who has given a proxy
has the power to revoke it as to any matter on which a vote has
not already been cast pursuant to the authority conferred by
such proxy and may do so:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | by delivering another properly executed form of
    proxy bearing a later date to Computershare Trust Company of
    Canada, 9th Floor, 100 University Avenue, Toronto, Ontario,
    Canada, M5J 2Y1, Attention: Proxy Department, no later than
    Thursday, February 24, 2005 at 10:00 a.m. (Toronto
    time) or, if the Meeting is adjourned or postponed, at least 48
    hours (excluding Saturdays, Sundays and holidays) before the
    Meeting or any subsequent adjournment or postponement thereof at
    which the proxy is to be used;
|
| | (d) | by depositing an instrument in writing revoking
    the proxy executed by the Shareholder or by the
    Shareholders attorney authorized in writing:                                                                                                                                                                                                                                                                                                                                                                                               



| |     |                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | at the registered office of the Corporation, 50
    Casmir Court, Concord, Ontario, Canada, L4K 4J5, addressed to
    the Secretary of the Corporation at any time up to and including
    the last Business Day

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| |      |                                                                                                                                              
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |      | preceding the day of the Meeting, or any
    adjournment or postponement thereof, at which the proxy is to be
    used; or                   
|
| | (ii) | with the chairman of the Meeting, prior to its
    commencement, on the day of the Meeting or any adjournment or
    postponement thereof; or



| |     |                                      
| | --- | -------------------------------------
| | (e) | in any other manner permitted by law.

A Non-Registered Holder should contact his or her
Intermediary and carefully follow the instructions provided by
the Intermediary in order to revoke a VIF (or a proxy).

Voting of Shares Represented by Management
Proxies

Decoma Class A Subordinate Voting Shares
represented by properly executed proxies in favour of the
management representatives named in the accompanying form of
proxy will be voted on any ballot that may be called for and,
where the person whose proxy is solicited specifies a choice
with respect to the matters identified in the proxy, the Decoma
Class A Subordinate Voting Shares will be voted in
accordance with the specifications so made. Where
Shareholders have properly executed proxies in favour of the
management representatives named in the accompanying form of
proxy and have not specified in the form of proxy the manner in
which the named proxies are required to vote the Decoma
Class A Subordinate Voting Shares represented thereby, such
Decoma Class A Subordinate Voting Shares will be voted FOR
the approval of the Arrangement Resolution.The accompanying
form of proxy confers discretionary authority with respect to
amendments or variations to the matters identified in the Notice
and with respect to other matters that may properly come before
the Meeting. At the date hereof, Decoma knows of no such
amendments, variations or other matters to come before the
Meeting.

Voting Securities and Principal Holders of
Decoma Shares

As of the Record Date, there were 51,629,778
Decoma Class A Subordinate Voting Shares outstanding.
Shareholders are entitled to cast one vote per Decoma
Class A Subordinate Voting Share held by them on the
Arrangement Resolution and any other matter that may properly
come before the Meeting. Shareholders are entitled to vote as a
separate class on the Arrangement Resolution.

As of the Record Date, there were 31,909,091
Decoma Class B Shares outstanding. Holders of Decoma
Class B Shares are entitled, at any time and from time to
time, to convert each Decoma Class B Share into a Decoma
Class A Subordinate Voting Share on a one-for-one basis.
Holders of Decoma Class B Shares are entitled to vote as a
separate class on the Arrangement Resolution. As provided for in
the Interim Order, such vote will be conducted as a separate
class vote by way of a resolution in writing. Holders of Decoma
Class B Shares are entitled to cast 20 votes per Decoma
Class B Share held by them on any other matter that may
properly come before the Meeting which does not require a
separate class vote.

Magna owns, directly or indirectly, 2,000,000
Decoma Convertible Preferred Shares, being all of the
outstanding shares of the class. These shares may be converted
at any time, at the option of Magna into an aggregate of
15,151,515 Decoma Class A Subordinate Voting Shares.
Holders of Decoma Convertible Preferred Shares are entitled to
vote as a separate class on the Arrangement Resolution. As
provided for in the Interim Order, such vote will be conducted
as a separate class vote by way of a resolution in writing.

The following table sets out information with
respect to the only shareholders of the Corporation known to the
directors or officers of the Corporation to own beneficially,
directly or indirectly, or to exercise control or direction
over, more than 10% of the issued and outstanding Decoma
Class A Subordinate Voting Shares or Decoma Class B
Shares as of the Record Date:

|                             |  |                            |  |           |            |  |             |  |       | 
|---------------------------- |  | -------------------------- |  | --------- | ---------- |  | ----------- |  | ----- | 
|                             |  |                            |  | Number of |            |  | Per Cent of | 
|                             |  | Class of Shares            |  | Shares    |            |  | Class       | 
|                             |  |                            |  |           |            |  |             | 
|Magna International Inc. (1) |  | Class A Subordinate Voting |  |           | 22,482,050 |  |             |  | 43.5% | 
|1265058 Ontario Inc. (2)     |  | Class A Subordinate Voting |  |           | 6,604,816  |  |             |  | 12.8% | 
|Magna International Inc. (1) |  | Class B                    |  |           | 24,957,125 |  |             |  | 78.2% | 
|1265058 Ontario Inc. (2)     |  | Class B                    |  |           | 6,951,966  |  |             |  | 21.8% | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Stronach Trust controls Magna through the
    right to direct the votes attached to Magnas Class B
    Shares. Mr. Frank Stronach, a former director of the
    Corporation (resigned September 16, 1998) and the founder,
    chairman and a director of Magna, together with three other
    family members, are the trustees of the Stronach Trust.
    Mr. Stronach is also one of the members of the class of
    potential beneficiaries of the Stronach

12



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|    |                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Trust. Magna holds, through a wholly-owned
    subsidiary, 159,201 Decoma Class A Subordinate Voting
    Shares representing approximately 0.30% of the class.
|   
|(2) | 1265058 Ontario Inc. (1265058) is a
    wholly-owned subsidiary of Magna.                                                                                   

Magna has advised the Corporation that, in
accordance with the Arrangement Agreement and the separate class
voting requirements of the OBCA, it will vote, or cause to be
voted, all its Decoma Shares in favour of the Arrangement
Resolution (in the case of the Decoma Class B Shares and
the Decoma Convertible Preferred Shares, prior to the Meeting by
way of a written resolution).

INFORMATION REGARDING THE
ARRANGEMENT

Background to the Arrangement

On October 22, 2004, after the close of
trading on the TSX, Vincent J. Galifi, Executive
Vice-President and Chief Financial Officer of Magna, and Jeffrey
O. Palmer, Executive Vice-President of Magna, met at
Decomas head offices in Concord, Ontario with: Alan J.
Power, Decomas President and Chief Executive Officer; S.
Randall Smallbone, Decomas Executive Vice-President and
Chief Financial Officer; and R. David Benson, Decomas
Executive Vice-President, Secretary and General Counsel. At that
meeting, Messrs. Galifi and Palmer delivered Magnas
written proposal for privatizing Decoma. Messrs. Galifi and
Palmer informed Decoma, at that time, that Magna was intending
to make privatization proposals involving its two other public
subsidiaries, Intier and Tesma, but each proposed privatization
transaction was independent of the others and not conditional
upon completion of the others.

Immediately following the meetings, Messrs Power
and Benson communicated the Magna proposal for privatizing
Decoma to each of Decomas directors (other than
Mr. Wolf and Mr. Galifi), and discussed with each of
them the general contents of the press release that would be
required to be issued by the Corporation to announce the receipt
of Magnas proposal.

On October 25, 2004, before the opening of
trading on the TSX, Magna issued a press release announcing the
three separate privatization proposals. At the same time, Decoma
issued its own press release concerning Magnas
privatization proposal for Decoma.

Magnas Reasons for the
Arrangement

Magna has advised the Corporation that it
proposed the Arrangement primarily for strategic reasons to
adapt to changing automotive industry conditions by better
positioning Magnas automotive operating groups, including
Decoma, to compete and grow on a global basis. Although Magna
has also announced separate proposals to privatize its two other
public subsidiaries, Tesma and Intier, each proposed
privatization transaction, including the Arrangement, is
independent of the others and not conditional upon completion of
the others. Magnas reasons for proposing the Arrangement
include the following:

Improved Strategic Positioning.Following completion of the
Arrangement, Magna will be better positioned to meet its
customers needs for larger and increasingly complex
modules and systems for vehicle exteriors, by being able to more
readily and more seamlessly combine the product development and
manufacturing capabilities of Decoma with those of Magnas
other automotive operating groups. Examples of such joint
efforts include Decomas ability to work more closely with
Magnas Cosma International metal stamping group on front
and rear end module development, Decomas work with Intier
on future lift-gate and roof modules and Decomas ability
to work more closely with Intier, Cosma International and Magna
Donnelly on the development of door module products. As OEM
vehicle engineering and assembly have evolved, customer needs
have shifted from simple components to larger, more
sophisticated, and highly-engineered systems and modules with
increased content and features. These systems and modules are
increasingly crossing Magnas and Decomas traditional
product lines. With the increased flexibility to align its
businesses following the completion of the Arrangement, Magna
believes that it will be better positioned to capitalize on
exterior module development and expanded exterior product supply
opportunities like those noted above. For Decoma, this should
result in an acceleration of its business strategy of moving up
the supplier value-chain and its transition from a
product supplier to an advanced systems and modules supplier
focused on exterior module integration opportunities.

Exploit Magnas Competencies.The Arrangement will allow Magna to
more fully exploit the various competencies that exist within
Magna, particularly its complete vehicle expertise at Magna
Steyr. With its vast product portfolio, Magna has substantial
depth of knowledge in design, engineering and development,
systems testing and manufacturing using a wide variety of
techniques, materials and processes. Moreover, Magna
Steyrs complete vehicle

13



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engineering and design capability includes the
vehicles interior, exterior, powertrain and drivetrain as
well as complete electric and electronic architecture.
Consequently, Magna Steyr has an in-depth understanding of how
the vehicles various systems interact, as well as
extensive systems integration and complete vehicle assembly
experience. As an amalgamated entity, Magna and Decoma should be
able to better access and leverage such expertise and knowledge
to capitalize on Magna Steyrs engineering, testing and
complete vehicle assembly capabilities. In particular, Magna
Steyrs expertise will be of significant benefit to Decoma
in its long-term efforts to develop composite vehicles and its
efforts to develop specialty vehicle engineering.


Alignment of Product Portfolio.The Arrangement will also provide
Magna with the opportunity to better align its product portfolio
where it has similar capabilities in different automotive
operating groups, such as between Decomas automotive
exterior components and systems products and Magna
Donnellys mirrors and glass encapsulation and green house
systems. Through acquisitions, such as Magnas 2002
acquisition of Donnelly Corporation as well as the convergence
of technologies, Magna has acquired similar expertise in
different operating groups that could be more effectively
aligned with the product offerings of Decoma. Some of these
overlapping product areas are capital-intensive and are expected
to continue to converge in the future. As a result of the
completion of the Arrangement, Magna should be able to achieve
various operational synergies through the alignment of these
capabilities.

Avoid Duplication of Investment.As Magna expands into new markets and
further broadens its customer base, Magna believes that the
Arrangement will enable it to avoid duplication of investment in
infrastructure and development costs in these new markets. For
example, Decoma is in the process of establishing a
manufacturing strategy for China, where Magna has previously
acquired or established management and other infrastructure
resources and relationships. Magna also views the more efficient
corporate structure resulting from the Arrangement as a way to
enhance Magnas identity as a single source supplier to
OEMs, which, in turn, will better position Magna (and all of its
automotive operations, including Decoma) in those markets where
Magna has strong brand recognition. This is particularly
important to customers who prefer dealing with single source
suppliers.

Magna remains committed to its philosophy of
decentralized, autonomous operating groups and group level long
term incentive arrangements to continue to empower management
and motivate employees. Magna intends to continue to apply this
philosophy to Decomas operations following the completion
of the Arrangement.

For further information regarding Magna, please
see Information Regarding Magna.

Decomas Review of the Arrangement: The
Special Committee

On October 28, 2004, the Decoma Board
established the Special Committee to review and consider the
Arrangement. The Special Committee consists of Jennifer J.
Jackson, Frank E. Macher (Chairman) and John T.
Mayberry. None of the members of the Special Committee has any
interest in the Arrangement, other than an interest as a
director of Decoma, as a holder of Decoma Class A
Subordinate Voting Shares, as a holder of Decoma Options, as a
holder of Decoma Convertible Debentures or as a holder of
deferred share units under the Decoma Directors
Compensation Plan. Each of the members of the Special Committee
was determined by the Decoma Board to be independent of Magna.

The Special Committees mandate was to
review and consider the Arrangement and to make recommendations
to the Decoma Board regarding the Arrangement. The Special
Committee was authorized to retain its own advisors, including
legal and financial advisors, to assist it in the performance of
its duties.

On October 28, 2004, the Special Committee
engaged Stikeman Elliott LLP to provide it with independent
legal advice in connection with the Arrangement, including
advice regarding the duties and responsibilities of the Special
Committee members and the application of Rule 61-501 and
Policy Q-27 to the Arrangement. On November 3, 2004,
the Special Committee met with a number of prospective valuators
and, after follow-up discussions with one prospective valuator,
the Special Committee ultimately selected Scotia Capital. On
November 18, 2004, the Special Committee formally engaged
Scotia Capital as independent financial advisor to prepare a
formal valuation of the Decoma Class A Subordinate Voting
Shares, to provide an opinion as to the fairness, from a
financial point of view, of the consideration being offered
under the Arrangement to Minority Shareholders, and to provide
other financial advisory services.

The Special Committee met on 13 occasions between
the date it was established and January 13, 2005 (being the
date the Special Committee delivered its formal report and
recommendation to the Decoma Board) to consider the

14



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Arrangement and certain related matters, to
receive progress reports from Scotia Capital as to its ongoing
valuation work and related issues and, ultimately, to receive
the results of its analysis. The Special Committee and its legal
and financial advisors also contacted and met with
representatives of Decoma management and Magna on a number of
occasions to obtain additional information required by the
Special Committee and its legal and financial advisors in their
consideration of the Arrangement and to raise questions and
discuss issues in relation to the work being performed by the
Special Committee and its legal and financial advisors.


On December 17, 2004, Scotia Capital
presented the preliminary results of its ongoing valuation
analysis to the Special Committee and related issues were
discussed. The approach that was being taken by Scotia Capital
to value the Decoma Class A Subordinate Voting Shares (in
light of the requirements of Rule 61-501 and
Policy Q-27) was discussed in detail, as were the
assumptions upon which Scotia Capitals valuation work was
being based and the steps that were being taken by Scotia
Capital to form its own independent views of the reasonableness
of the information that it received from Decoma management
(including forecasts of the expected future performance of
Decoma). On December 24, 2004, January 6, 2005,
January 11, 2005 and January 12, 2005, Scotia Capital
met with the Special Committee and Stikeman Elliott LLP to
provide the Special Committee with progress reports as to its
ongoing valuation work and to discuss related issues. On
January 13, 2005, the Special Committee met with Scotia
Capital and Stikeman Elliott LLP to receive the Valuation and
Fairness Opinion, the full text of which is attached as
Exhibit F to this Circular. Based upon and subject to the
analyses, assumptions, qualifications and limitations discussed
in the Valuation and Fairness Opinion, Scotia Capital advised
the Special Committee that, in its opinion, as at
January 12, 2005, the fair market value of a Decoma
Class A Subordinate Voting Share was in the range of $11.04
to $13.33 (at an exchange rate of Cdn.$1.20=$1.00 as at
January 12, 2005, the fair market value of a Decoma
Class A Subordinate Voting Share was in the range of
Cdn.$13.25 to Cdn.$16.00), and the consideration being offered
to Shareholders under the Arrangement is fair, from a financial
point of view, to Minority Shareholders.

At the time of making its recommendation, the
implied value of the consideration being offered to Shareholders
under the Arrangement was at the low end of the valuation range
provided by Scotia Capital. This issue, along with a number of
other matters, was given serious consideration by the Special
Committee. However, having considered a number of factors, the
Special Committee reached its determination and made its
recommendation with respect to the Arrangement.

In view of the variety of factors considered by
the Special Committee, it did not consider it practical to, and
did not attempt to, quantify or otherwise assign relative
weights to the various factors considered by it in reaching its
decision.

The factors considered by the Special Committee
included:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Scotia Capital
    Valuation.Scotia Capitals
    opinion as to the fair market value of the Decoma Class A
    Subordinate Voting Shares and the process followed by Scotia
    Capital in arriving at its valuation opinion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Fairness Opinion.Scotia Capitals opinion to the effect that, as of
    January 12, 2005, and subject to the analyses, assumptions,
    qualifications and limitations discussed in the fairness
    opinion, the consideration being offered to Shareholders under
    the Arrangement is fair, from a financial point of view, to
    Minority Shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Value Enhancement.Based on the volume-weighted average trading price
    (VWAP) of the Magna Class A Subordinate Voting
    Shares on the TSX for the five trading days ended
    January 12, 2005 (being the last trading day prior to the
    date of execution of the Arrangement Agreement) and the Exchange
    Ratio, the consideration being offered to Shareholders under the
    Arrangement represents a premium of approximately 37% over the
    VWAP of the Decoma Class A Subordinate Voting Shares on the
    TSX for the five trading days ended October 22, 2004 (being
    the last trading day prior to the announcement of the proposed
    Arrangement). The closing price of the Magna Class A
    Subordinate Voting Shares on the TSX on January 12, 2005
    was Cdn.$91.21. Based on the Exchange Ratio, this represents a
    premium of approximately 33% over the closing price of the
    Decoma Class A Subordinate Voting Shares on the TSX on
    October 22, 2004 of Cdn.$9.95.
|
| |  | Decoma Business
    Issues.Information concerning the
    business, operations, assets, financial condition, operating
    results and prospects of Decoma, including the performance
    issues and operating losses that Decoma is experiencing at its
    Prometall, Decotrim and Belplas European facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Economic and Market
    Conditions.Current industry, economic
    and market conditions and trends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

15



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Historical Market
    Prices.The historical market prices
    and trading information of the Decoma Class A Subordinate
    Voting Shares, including the risk of further price erosion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Risks and Rewards of Decoma Remaining an
    Independent Entity.The risks and
    potential rewards associated with Decoma, as an alternative to
    the Arrangement, continuing to execute its business and
    strategic plan as an independent entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Arrangement
    Agreement.The terms and conditions of
    the Arrangement Agreement do not prohibit the Decoma Board from
    taking any action that would be consistent with its obligation
    to properly discharge its fiduciary duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Support of Decoma Senior
    Management.Senior management of
    Decoma has advised the Special Committee that it is in favour of
    the Arrangement and believes that the Arrangement is in the best
    interests of Decoma and Minority Shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Continued Indirect
    Participation.Because Magna regards
    its investment in Decoma as one of its core automotive operating
    groups and does not contemplate a sale or divestiture, the
    Arrangement provides Shareholders who receive Share
    Consideration with an opportunity to continue to participate in
    the future growth of Decoma and Magnas other automotive
    operating groups.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Business Advantages.Magnas reasons for proposing the Arrangement as outlined
    above, and in particular, the advantages noted under Improved
    Strategic Positioning, Alignment of Product Portfolio
    and Avoid Duplication of Investment, are equally
    important to Decoma and its core exterior components business,
    and will provide benefits to Decoma on a going-forward basis
    beyond those arising by virtue of the affiliation agreement
    between Decoma and Magna. The completion of the Arrangement will
    provide Decoma with critical mass, especially in Europe, for
    future automotive exterior components and systems product
    development. By more closely aligning with other Magna
    automotive groups, such as Magna Donnelly, Decoma expects to
    achieve various operational synergies and be better positioned
    to advance its business strategy, expand its product and systems
    offerings and reduce capital investments. The completion of the
    Arrangement will also enhance Decomas business by
    providing additional customer relationships and sales growth and
    diversification opportunities under the consolidated Magna
    brand, as a fully-integrated member of one of the
    most diversified automotive suppliers in the world.
|
| |  | Magna Dividends.Shareholders who receive Share
    Consideration and continue to hold their Magna Class A
    Subordinate Voting Shares will benefit from any dividends paid
    by Magna, including its regular quarterly dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Reduced Market Risk and Enhanced
    Liquidity.Shareholders who receive
    Share Consideration will benefit from Magnas considerably
    larger market capitalization and its significantly higher
    trading volumes. Magna Class A Subordinate Voting Shares
    are listed for trading on the TSX and the NYSE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Tax Deferred
    Rollover.For Canadian federal income
    tax purposes, Shareholders will benefit from a tax deferred
    rollover in respect of any gain otherwise realized on the
    disposition of their Decoma Class A Subordinate Voting
    Shares to the extent that they receive Share Consideration under
    the Arrangement. See Certain Canadian Federal Income Tax
    Considerations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Approval Thresholds.The Arrangement must be approved by a special resolution passed
    by not less than 66 2/3% of votes cast at the Meeting by
    Shareholders, voting separately as a class, and by at least a
    majority of the votes cast by Minority Shareholders. The
    Arrangement must also be approved by the Court, which will
    consider, among other things, the fairness of the Arrangement to
    Minority Shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Dissent Rights.Shareholders who oppose the Arrangement may, upon compliance
    with certain conditions, exercise their Dissent Rights and
    receive the fair value of their Decoma Class A Subordinate
    Voting Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Unlikelihood of Competing
    Offer.It is highly unlikely that a
    competing offer for equal or greater consideration could emerge
    because of the controlling position of Magna.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Option to Receive Cash or
    Securities.Shareholders have the
    option to receive Magna Class A Subordinate Voting Shares
    and/or cash, at their election, subject to a limit of
    Cdn.$150 million on cash payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Outstanding Convertible Debentures and Stock
    Options.Pursuant to and in accordance
    with the terms of the trust indenture governing the Decoma
    Convertible Debentures, upon completion of the Arrangement, the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

16



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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Decoma Convertible Debentures will remain
    outstanding as securities of Magna convertible into Magna
    Class A Subordinate Voting Shares at a rate of Cdn.$91.19
    per Magna Class A Subordinate Voting Share which is
    approximately 10.9661 of such shares per Cdn.$1,000 principal
    amount of Decoma Convertible Debentures and otherwise with the
    same rights, terms and conditions that currently exist. Holders
    of Decoma Options who have not exercised such Decoma Options
    prior to the Effective Time will have the opportunity to receive
    Magna Replacement Options under the Arrangement or will continue
    to hold Amalco Continuing Options.

Determination and Recommendation of the
Special Committee

On the basis of the foregoing, after giving
careful consideration to the Valuation and Fairness Opinion and
a variety of other factors including those identified above, on
January 13, 2005, the Special Committee unanimously
determined that the Arrangement is fair to Minority Shareholders
and is in the best interests of Decoma and recommended that the
Decoma Board recommend that holders of the Decoma Class A
Subordinate Voting Shares vote in favour of the Arrangement.

Independent Valuation and Fairness
Opinion

The following constitutes a summary only of
the Valuation and Fairness Opinion. The Valuation and Fairness
Opinion have been prepared and provided solely for the use of
the Special Committee and the Decoma Board and for inclusion in
this Circular, and may not be used or relied upon by any other
person without the express prior written consent of Scotia
Capital. Scotia Capital believes that its analyses must be
considered as a whole. Selecting portions of its analyses or the
factors considered by Scotia Capital, without considering all
factors and analyses together, could create a misleading view of
the process underlying the Valuation and Fairness Opinion. The
preparation of a valuation and fairness opinion is a complex
process and is not necessarily susceptible to partial analysis
or summary description. Any attempt to do so could lead to undue
emphasis on any particular factor or analysis. The following
summary is qualified in its entirety by the full text of the
Valuation and Fairness Opinion attached as Exhibit F to
this Circular.

Engagement of Scotia Capital

The Special Committee retained Scotia Capital
pursuant to an agreement between the Special Committee, Decoma
and Scotia Capital (the Engagement Agreement) dated
November 18, 2004 to provide advice and assistance to the
Special Committee in evaluating the Arrangement, including the
preparation and delivery to the Special Committee of the
Valuation and Fairness Opinion. The terms of the Engagement
Agreement provide for payment of Cdn.$900,000 to Scotia Capital
for its financial advice and assistance in connection with the
Arrangement and for the provision of the Valuation and Fairness
Opinion. In addition, Scotia Capital is to be reimbursed for
reasonable out-of-pocket expenses and to be indemnified by
Decoma on customary terms in respect of certain liabilities
which may be incurred by it with respect to its engagement as
financial advisor. The fees payable to Scotia Capital are not
contingent in whole or in part on the outcome of the Arrangement
or on the conclusions reached in the Valuation and Fairness
Opinion.

Scotia Capital was instructed by the Special
Committee to prepare a formal valuation of Decoma, and to
provide an opinion as to the fairness, from a financial point of
view, of the consideration being offered under the Arrangement
to Minority Shareholders.

Credentials of Scotia Capital and
Relationship of Scotia Capital with Interested
Parties

Scotia Capital represents the global corporate
and investment banking businesses of The Bank of Nova Scotia,
one of North Americas premier financial institutions. In
Canada, Scotia Capital is one of the countrys largest
corporate and investment banking firms with operations in all
facets of corporate and government finance, mergers and
acquisitions, equity and fixed income sales and trading, and
investment research. Scotia Capital has participated in a
significant number of transactions involving private and public
companies and has extensive experience in preparing valuations
and fairness opinions.

Independence of Scotia
Capital

Scotia Capital has represented to the Special
Committee that it is independent and qualified for purposes of
Rule 61-501 and Policy Q-27. Mr. Mayberry, a
member of the Special Committee, has advised the Special
Committee that he is a director of The Bank of Nova Scotia.
Based on the Special Committees own investigation,
including its

17



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assessment of information provided by Scotia
Capital as to its independence and qualifications, the Special
Committee has determined that Scotia Capital is independent and
qualified to provide the Valuation and Fairness Opinion.


Scotia Capital is a wholly-owned subsidiary of
The Bank of Nova Scotia. None of Scotia Capital or any of its
affiliated entities (as such term is defined for the purposes of
Rule 61-501 and Policy Q-27): (a) is an
associated or affiliated entity or issuer insider (as those
terms are defined for the purposes of Rule 61-501 and
Policy Q-27) of Decoma or Magna or any of their respective
associates or affiliates; (b) is an advisor to Magna in
connection with the Arrangement; (c) is a manager or
co-manager of a soliciting dealer group formed in respect of the
Arrangement (or a member of such a group performing services
beyond the customary soliciting dealers functions or
receiving more than the per security or per security holder fees
payable to the other members of the group); or (d) has a
financial incentive in respect of the conclusions reached in the
Valuation and Fairness Opinion or has a material financial
interest in the completion of the Arrangement.

Neither Scotia Capital nor any affiliated entity
(other than The Bank of Nova Scotia, as described below), has
during the 24 months before it was first contacted to
perform the services described herein: (i) had a material
involvement in an evaluation, appraisal or review of the
financial condition of Magna, or an associated or affiliated
entity of Magna, other than Decoma, (ii) had a material
involvement in an evaluation, appraisal or review of the
financial condition of Decoma, or an associated or affiliated
entity of Decoma, where the evaluation, appraisal or review was
carried out at the direction or request of Magna or paid for by
Magna, (iii) acted as a lead or co-lead underwriter of a
distribution of securities by Magna, or acted as a lead or
co-lead underwriter of a distribution of securities by Decoma
where the retention was carried out at the direction or request
of Magna or paid for by Magna, (iv) had a material
financial interest in a transaction involving Magna, or
(v) had a material financial interest in a transaction
involving Decoma other than by virtue of performing the services
referred to in (ii) or (iii) above, and neither Scotia
Capital nor any affiliated entity is a lead or co-lead lender or
manager of a lending syndicate in respect of the Arrangement,
except for the services provided under the Engagement Letter and
the following: (i) Scotia Capital participated as a
syndicate member in the March 2003 offering by Decoma of Decoma
Convertible Debentures; and (ii) Scotia Capital acted as
financial advisor to the special committee of the board of
directors of MI Developments Inc., an affiliate of Magna,
with respect to its proposed acquisition of all outstanding
shares (other than those owned by it and related parties) in the
capital of Magna Entertainment Corp., another affiliate of
Magna. The fees received by Scotia Capital in connection with
the above activities, together with the fee payable under the
Engagement Agreement, are not material to Scotia Capital. The
Bank of Nova Scotia is: (i) a lead arranger and
administrative agent for Magnas senior unsecured credit
facility; (ii) a syndicate member for Decomas senior
unsecured credit facility; and (iii) a co-lead arranger and
administrative agent for Intier Automotive Inc.s senior
unsecured credit facility. The fees received in connection
therewith are not material to The Bank of Nova Scotia. Scotia
Capital does not believe that any of these relationships affect
Scotia Capitals independence with respect to the Valuation
and Fairness Opinion.

There are no understandings, agreements or
commitments between Scotia Capital, or any affiliated entity of
Scotia Capital, and Decoma or Magna or any of their respective
associates or affiliates with respect to any future business
dealings. Scotia Capital may, in the future, in the ordinary
course of its business, perform financial advisory, investment
banking or corporate lending services for Decoma or Magna or for
any of their respective associates or affiliates.

Scope of Review and Assumptions and
Limitations

In connection with the Valuation and Fairness
Opinion, Scotia Capital reviewed, considered and relied upon,
among other things, publicly available information for each of
Decoma and Magna, Decomas 2004-2007 business plan, trading
histories for each of Decoma and Magna, and selected industry
and financial information, and reviewed and considered such
other materials and undertook such other investigations and
analyses as Scotia Capital considered necessary or appropriate
for the purpose of the Valuation and Fairness Opinion. Scotia
Capital also held discussions with senior officers and
management of Decoma and Magna. With the Special
Committees approval and as provided for in the Engagement
Agreement, Scotia Capital has, subject to the requirements of
Rule 61-501 and Policy Q-27, relied upon, without
independent verification, all financial and other information
that was obtained by Scotia Capital from public sources or that
was provided to it by Decoma, Magna or any of their respective
associates, affiliates, advisors or otherwise (the
Information), and Scotia Capital has not attempted
to independently verify the completeness or accuracy of the
Information.

The Valuation and Fairness Opinion are based upon
the securities markets, economic, general business and financial
conditions prevailing as at January 12, 2005 and the
conditions and prospects, financial and otherwise, of

18



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Decoma, as they were reflected in the Information
reviewed by Scotia Capital. In its analysis and in preparing the
Valuation and Fairness Opinion, Scotia Capital has made numerous
assumptions with respect to industry performance, general
business and economic conditions, and other matters, many of
which are beyond the control of Scotia Capital, Decoma or any of
their respective associates or affiliates.


The Valuation and Fairness Opinion expresses no
opinion concerning the future trading prices of the securities
of Decoma, Magna or any of their respective associates or
affiliates, and Scotia Capital makes no recommendations to
Minority Shareholders with respect to the Arrangement.

Definition of Fair Market
Value

For the purposes of the valuation, fair market
value is defined as the monetary consideration that, in an open
and unrestricted market, a prudent and informed buyer would pay
to a prudent and informed seller, each acting at arms
length with the other and under no compulsion to act. In
determining the fair market value of the Decoma Class A
Subordinate Voting Shares for the purpose of the valuation,
Scotia Capital has not made any downward adjustments to reflect
the liquidity of the Decoma Class A Subordinate Voting
Shares, the effect of the Arrangement on Decoma, or the fact
that Decoma Class A Subordinate Voting Shares held by
Minority Shareholders do not form part of a controlling interest.

Valuation

The valuation is based on the methodologies and
assumptions that Scotia Capital considered appropriate in the
circumstances for the purposes of arriving at an opinion as to
the range of fair market value of the Decoma Class A Subordinate
Voting Shares as at January 12, 2005. The fair market value
of the Decoma Class A Subordinate Voting Shares was
analyzed on a going-concern basis using the discounted cash flow
(DCF) and precedent transactions approaches.

The DCF approach takes into account the amount,
timing and relative certainty of the projected unlevered
after-tax free cash flows (UFCFs) of Decoma. The
approach requires that certain assumptions be made regarding,
among other things, future UFCFs, discount rates, and terminal
values. The possibility that some of the assumptions will prove
to be inaccurate is one factor involved in the determination of
the discount rates to be used in establishing a range of fair
market values. The DCF approach employed by Scotia Capital
involved the calculation of the enterprise value of Decoma,
expressed in current US dollars, by discounting to a present
value the UFCFs of Decoma expected to be generated between
January 1, 2005 and December 31, 2014 as well as a
terminal value, determined as at December 31, 2014, such
value also being discounted to a present value. To arrive at an
equity value for the Decoma Class A Subordinate Voting
Shares, Scotia Capital then deducted from this enterprise value
the net debt of Decoma, adjusted as appropriate on a
fully-diluted basis. To express this equity value on a per share
basis, Scotia Capital then divided the equity value by the
fully-diluted shares outstanding including in the denominator,
where appropriate, Decoma Class A Subordinate Voting Shares
that would be issuable by Decoma upon the conversion of certain
outstanding securities of Decoma. Based upon the foregoing, the
DCF approach produced an en bloc equity value for the Decoma
Class A Subordinate Voting Shares, as at January 12,
2005, expressed on a per share basis, in the range of $11.11 to
$13.41. At an exchange rate of Cdn.$1.20=$1.00 as at
January 12, 2005, the DCF approach produced an en bloc
equity value for the Decoma Class A Subordinate Voting
Shares, expressed on a per share basis, in the range of
Cdn.$13.33 to Cdn.$16.09.

The precedent transactions approach involved a
comparison of the proposed terms of the Arrangement to
corresponding financial terms, to the extent publicly available,
of selected transactions in the North American and European
automotive parts industries. When considering the precedent
transactions approach in the context of the valuation, Scotia
Capital considered enterprise value to last twelve months EBITDA
to be the primary valuation metric. The precedent transactions
approach produced an en bloc equity value for the Decoma
Class A Subordinate Voting Shares, as at January 12,
2005, expressed on a per share basis, in the range of $10.62 to
$13.00. At an exchange rate of Cdn.$1.20=$1.00 as at
January 12, 2005, the approach produced an en bloc equity
value for the Decoma Class A Subordinate Voting Shares,
expressed on a per share basis, in the range of Cdn.$12.74 to
Cdn.$15.60.

Valuation Conclusion

Based upon and subject to the analyses and
assumptions set out in the valuation, Scotia Capital is of the
opinion that, as at January 12, 2005, the fair market value
of the Decoma Class A Subordinate Voting Shares, expressed
on a

19



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##### 



per share basis, is in the range of $11.04 to
$13.33 (at an exchange rate of Cdn.$1.20=$1.00 as at
January 12, 2005, the fair market value of a Decoma
Class A Subordinate Voting Share was in the range of
Cdn.$13.25 to Cdn.$16.00).


Fairness Opinion

In considering the fairness, from a financial
point of view, of the consideration being offered under the
Arrangement to Minority Shareholders, Scotia Capital reviewed
and considered and relied upon a number of factors, including,
but not limited to, a comparison of the fair market value of the
consideration to the fair market value of the Decoma
Class A Subordinate Voting Shares as determined in the
valuation.

As at January 12, 2005 and assuming that all
Minority Shareholders elect to receive 100% of the
consideration in the form of Magna Class A Subordinate
Voting Shares, the fair market value of the consideration of
Cdn.$13.25 is within the fair market value range of the Decoma
Class A Subordinate Voting Shares as determined by the
valuation.

Fairness Opinion Conclusion

Based upon and subject to the foregoing, Scotia
Capital is of the opinion that, as at January 12, 2005, the
consideration being offered under the Arrangement is fair, from
a financial point of view, to Minority Shareholders.

Prior Valuation

Decoma is not aware of any prior
valuations, as defined in Rule 61-501 or
Policy Q-27, of Decoma or of its material assets or
securities within the 24 month period preceding
January 28, 2005.

Recommendation of the Decoma Board

On January 13, 2005,the Decoma Board
met to receive the recommendations of the Special Committee and
consider the Arrangement. The Decoma Board reviewed the terms of
the Arrangement and, after due consideration, concluded that the
consideration being offered to Shareholders under the
Arrangement is fair, from a financial point of view, to Minority
Shareholders, and that the Arrangement is in the best interests
of Decoma and all of its shareholders. Accordingly, the Decoma
Board unanimously approved the Arrangement and authorized the
execution and delivery of the Arrangement Agreement (subject to
such final changes thereto as may be authorized by the Chairman
of the Special Committee) and the submission of the Arrangement
to the Shareholders for their approval as required under
applicable law.

The Decoma Board unanimously passed a
resolution recommending that all Shareholders (including
Minority Shareholders) vote in favour of the Arrangement
Resolution.In arriving at its
conclusions with respect to these matters, the Decoma Board
considered, among other things, the unanimous favourable
recommendation of the Special Committee and the factors
considered by the Special Committee as described above. The
resolution of the Decoma Board approving the Arrangement was
passed unanimously by all directors voting on the matter with
Mr. Power not participating and Messrs. Galifi and
Wolf (who are also directors and/ or senior officers of Magna)
abstaining from the consideration and approval of the
Arrangement in view of their respective interests in the matter.

RECOMMENDATION TO SHAREHOLDERS The Decoma Board unanimously recommends that
all Shareholders VOTE IN FAVOUR of the Arrangement
Resolution.


Arrangement Agreement

The Arrangement, which is being carried out
pursuant to section 182 of the OBCA and which will result in
Decoma amalgamating with Magna, will be effected in accordance
with the Arrangement Agreement and the Plan of Arrangement.

Under the Arrangement Agreement, Decoma has
agreed to apply to the Court for the Interim Order, to call the
Meeting to seek the approval of its Shareholders for the Plan of
Arrangement and if approved, to apply to the Court for the Final
Order. The following discussion describes certain material
provisions of the Arrangement Agreement and is

20



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##### 



subject to, and qualified in its entirety by
reference to, the Arrangement Agreement the full text of which
is attached as Exhibit B to the circular.


Representations and
Warranties

The Arrangement Agreement contains a number of
customary representations and warranties of Decoma and Magna
relating to, among other things, corporate existence, corporate
authority and enforceability, capital structure, no violation of
organizational documents, material contracts and applicable
laws, authorized and outstanding share capital, the absence of
any material adverse effect, the absence of undisclosed
liabilities, and compliance with continuous disclosure
requirements under applicable securities laws. In addition,
Decoma has represented and warranted to Magna with respect to,
among other things, the receipt of the Valuation and Fairness
Opinion from Scotia Capital, the determination of the Decoma
Board as to the fairness of the Arrangement to Minority
Shareholders and the unanimous recommendation of the Decoma
Board that Shareholders (including Minority Shareholders) vote
in favour of the Arrangement Resolution.

Other than (i) the representations and
warranties of Decoma relating to the receipt of the Valuation
and Fairness Opinion, the determination of the fairness of the
Arrangement and the recommendation of the Decoma Board,
(ii) the representation and warranty of Magna relating to
the valid issuance of, and the ability to freely trade, the
Magna Class A Subordinate Voting Shares issuable in
connection with the transactions contemplated by the Arrangement
Agreement, and (iii) the representation and warranty of
both Decoma and Magna relating to the absence of a material
adverse effect, each representation and warranty of Decoma and
Magna in the Arrangement Agreement is deemed to be true and
correct unless any inaccuracy would have a material adverse
effect on the relevant company, its business or the completion
of the Arrangement. All representations and warranties contained
in the Arrangement Agreement and in all certificates delivered
pursuant to the Arrangement Agreement will terminate on the
earlier of the Effective Time or the termination of the
Arrangement Agreement in accordance with its terms.

Covenants

Subject to the provisions of the Arrangement
Agreement, Decoma and Magna have agreed to complete the
Arrangement in accordance with the terms of the Plan of
Arrangement. The Arrangement Agreement contains covenants of
Decoma relating to, among other things, the conduct of
Decomas business in all material respects in the ordinary
course of business, consistent with past practice or in
accordance with Decomas business plan, the provision of
notice to Magna of certain events and other information relating
to the Arrangement, and the solicitation by Magna of proxies on
behalf of management of Decoma in respect of the Arrangement
Resolution.

The Arrangement Agreement also contains covenants
of Magna relating to, among other things, the payment of the
reasonable and documented fees and expenses of Scotia Capital in
respect of the Valuation and Fairness Opinion, the listing of
the Magna Class A Subordinate Voting Shares issuable in
connection with the Arrangement, the provision of notice to
Decoma of certain events, and the voting of any shares of Decoma
held by Magna and its subsidiaries in favour of the Arrangement.

Conditions

The obligation of each party to complete the
Arrangement in accordance with the Arrangement Agreement is
subject to the satisfaction, or waiver by that party, on or
before the Effective Time, of certain specified conditions that
are typical for a transaction of this nature, including, among
other things:



| |   |                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the representations and warranties of the other
    party being true and correct at the Effective Time;                                                                                      
|
| |  | the other party having in all material respects
    complied with and performed all its covenants and obligations
    under the Arrangement Agreement, at or prior to the Effective
    Time;
|
| |  | no material adverse effect having occurred in
    respect of the other party;                                                                                                                
|
| |  | the Arrangement Resolution having been approved
    by the Shareholders;                                                                                                                     
|
| |  | the Interim Order and Final Order having been
    obtained on terms consistent with the Arrangement;                                                                                         
|
| |  | the Arrangement Agreement not having been
    terminated;                                                                                                                                    
|
| |  | all regulatory approvals having been obtained; and                                                                                                                                           

21



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| |   |                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Magna Class A Subordinate Voting Shares
    issuable pursuant to the Arrangement having been conditionally
    approved for listing on the TSX and NYSE and being freely
    tradeable.

The obligation of Magna to complete the
Arrangement is subject to the further condition that
Shareholders representing 5% or more of the number of Decoma
Class A Subordinate Voting Shares outstanding on the date
of the Arrangement Agreement will not have exercised Dissent
Rights that have not been withdrawn.

Effective Time

Assuming all conditions precedent to the
completion of the Arrangement, as set out in the Arrangement
Agreement, have been either satisfied or waived by the party
entitled to the benefit of such conditions precedent, the
Arrangement will be effective at 12:01 a.m. (Toronto time)
on the Effective Date, which is expected to be March 6,
2005.

Expenses

Magna has agreed to pay the reasonable and
documented fees and expenses incurred by Decoma in respect of
the Valuation and Fairness Opinion and in respect of the
solicitation of proxies at Magnas direction. Each of
Decoma and Magna is otherwise required to bear and pay all other
costs, expenses and fees incurred by it in connection with the
transactions contemplated by the Arrangement Agreement;
provided, however, that if Decoma is not in default of its
obligations under the Arrangement Agreement in any material
respect and (unless the Arrangement Agreement has been
terminated by Magna because the Decoma Board withdraws or
modifies its recommendation of the Arrangement or by Decoma
because Magna is in default of its obligations under the
Arrangement Agreement in any material respect) Decoma submits
the Arrangement Resolution to Shareholders for their
consideration in accordance with the Interim Order, Magna will
also reimburse Decoma for all reasonable and documented
out-of-pocket costs reasonably incurred by Decoma in connection
with the transactions contemplated by the Arrangement Agreement
up to a maximum of Cdn.$2,000,000.

Termination

If any closing condition in favour of either
party to the Arrangement Agreement is not satisfied or waived by
it at or before the Effective Time, that party may, by notice to
the other party, terminate the Arrangement Agreement and, except
as otherwise provided, the obligations of the parties under the
Arrangement Agreement. The parties may also terminate the
Arrangement Agreement by mutual agreement prior to the Effective
Time, whether before or after the Meeting (and without further
action on the part of the Shareholders if terminated after the
Meeting).

Magna may terminate the Arrangement Agreement if
the Decoma Board withdraws or modifies, in a manner adverse to
Magna, its approval or recommendation of the Arrangement, the
Arrangement Agreement or the transactions contemplated thereby,
or fails to reaffirm its approval or recommendation within three
Business Days of a written request by Magna to do so.

If the Effective Date has not occurred on or
prior to May 31, 2005 or any later date mutually agreed to
by Magna and Decoma (the Outside Date), then unless
otherwise agreed in writing, either party may terminate the
Arrangement Agreement. A party may not exercise this termination
right if any action of that party, or the failure of that party
to perform any of its obligations under the Arrangement
Agreement required to be performed at or prior to the Effective
Time, has resulted in the conditions in favour of Decoma or
Magna (as applicable) not having been satisfied before the
Outside Date.

Remedies

Except in respect of Magnas undertaking to
pay certain expenses, neither Decoma nor Magna has any right to
recover damages for any losses suffered or incurred as a result
of the breach of any covenant, representation, warranty or other
provision of the Arrangement Agreement or the Plan of
Arrangement and, in the event of any such breach or threatened
breach, the other party will be entitled only to seek temporary
or permanent injunctive relief for the specific performance of
the terms of the Arrangement Agreement and the Plan of
Arrangement and will not be entitled to any other rights or
remedies at law, in equity or otherwise.

Directors and Officers
Insurance

Magna has agreed, from the Effective Time until
July 31, 2005, to maintain its existing directors and
officers liability insurance coverage for the benefit of the
directors and officers of Magna and its subsidiaries, including
the

22



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current directors and officers of Decoma in
respect of their activities up to the Effective Time. For the
period from August 1, 2005 to July 31, 2006, Magna has
agreed to use all reasonable efforts to renew such directors and
officers liability insurance coverage on a comparable basis or
on a basis consistent in terms of risks insured and policy
limits with general industry practices, at the time of such
renewal, to the extent that the annual cost of obtaining such
renewal insurance does not exceed 200% of the current annual
cost of Magnas existing directors and officers liability
insurance coverage. Thereafter, until the sixth anniversary of
the Effective Date, Magna may maintain, modify or discontinue
such insurance in such manner as may be approved by a majority
of its outside directors, in which case any such renewal
insurance policy in effect during such period will continue (to
the extent available) to benefit the current outside directors
of Decoma in respect of their activities up to the Effective
Time on the same basis as the outside directors of Magna.


Indemnification

To the extent permitted by applicable laws, for a
period of six years from the Effective Time, Magna has agreed to
indemnify the directors of Decoma for any liability incurred by
them as a result of the performance of their obligations under
the Arrangement Agreement to the extent such liability is not
already covered by any directors and officers liability
insurance policy or under the articles and by-laws of Decoma or
any indemnity agreements entered into between Decoma and such
directors, all of which will continue in force in accordance
with their terms.

Terms of the Plan of Arrangement

The following summary of the Plan of Arrangement
is subject to, and qualified in its entirety by reference to,
the Plan of Arrangement, the form of which is attached as
Exhibit C to this Circular.

Share Consideration

Each Share Consideration Share held by a
Shareholder will be converted on the Amalgamation into one
Amalco Special Share, each of which will be exchanged as part of
the Arrangement for a fraction of a Magna Class A
Subordinate Voting Share equal to the Exchange Ratio.

Cash Election Consideration

A Shareholder may elect to have all or a portion
of its Decoma Class A Subordinate Voting Shares converted
on the Amalgamation on a one-for-one basis into Amalco
Redeemable Preferred Shares, each of which will be redeemed as
part of the Arrangement for a cash amount equal to the Cash
Elected Consideration.

The aggregate Cash Elected Consideration
receivable by all Shareholders who make a Cash Election cannot
exceed Cdn.$150 million. If the aggregate Cash Elected
Consideration exceeds Cdn.$150 million, the number of Cash
Consideration Elected Shares that any Shareholder will be deemed
to hold will be the number (rounded down to the nearest whole
number) equal to the product of (i) the number of Cash
Consideration Elected Shares of such Shareholder as set out in
such holders Letter of Transmittal and (ii) a
fraction, the numerator of which is Cdn.$150 million and
the denominator of which is the Cash Elected Consideration
multiplied by the total number of Decoma Class A
Subordinate Voting Shares for which Shareholders have made Cash
Elections in the Letters of Transmittal.

The Decoma Class A Subordinate Voting Shares
of any Shareholder that are not, or are deemed not to be, Cash
Consideration Elected Shares will be deemed to be Share
Consideration Shares.

The Cash Election will be carried out, subject to
the foregoing adjustment, on the basis specified by the
Shareholder in its completed Letter of Transmittal. Any
Shareholder who, in respect of any Decoma Class A
Subordinate Voting Shares held by such Shareholder,
(i) does not deposit with the Depositary a duly completed
Letter of Transmittal (or Notice of Guaranteed Delivery) prior
to 10:00 a.m., on Thursday, February 24, 2005 or
(ii) fails to complete the Letter of Transmittal making a
Cash Election, will be deemed NOT to have made a Cash Election
in respect of such Decoma Class A Subordinate Voting Shares
and will be entitled to receive only the Share Consideration as
consideration for each such Shareholders Decoma
Class A Subordinate Voting Shares.

Shareholders whose Decoma Class A
Subordinate Voting Shares are registered either (a) in the
name of an intermediary such as, among others, a bank, trust
company, securities dealer or broker or the trustee or
administrator of a self-administered RRSP, RRIF, RESP or similar
plan, or (b) in the name of a clearing agency, such as CDS,
of which

23



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the intermediary is a participant, should contact
that intermediary for instructions and assistance in completing
the Letter of Transmittal and Cash Election Form and in
delivering such Decoma Class A Subordinate Voting Shares.


Fractional Shares

Fractional Magna Class A Subordinate Voting
Shares will not be issued in connection with the Arrangement.
Where a Shareholder is to receive Share Consideration and the
aggregate number of Magna Class A Subordinate Voting Shares
to be issued to such Shareholder would otherwise include a
fraction of a Magna Class A Subordinate Voting Share, such
Shareholder will receive, in lieu of such fractional share, a
cash payment equal to the fraction of a Magna Class A
Subordinate Voting Share otherwise issuable multiplied by the
Average Market Price.

Decoma Options

As at January 13, 2005, there were Decoma
Options outstanding to acquire an aggregate of 2,824,000 Decoma
Class A Subordinate Voting Shares. All holders of Decoma
Options will be offered the opportunity to exchange their Decoma
Options at the Effective Time for Magna Replacement Options. The
Magna Replacement Options available to any holder of Decoma
Options will entitle the holder thereof to purchase that number
of Magna Class A Subordinate Voting Shares (rounded down to
the nearest whole number) that is equal to the Exchange Ratio
multiplied by the number of Decoma Class A Subordinate
Voting Shares issuable upon the exercise of Decoma Options if
such options were exercisable and exercised immediately prior to
the Effective Time. It is expected that all directors, officers
and employees of Decoma will elect prior to the Effective Time
to exchange their Decoma Options for Magna Replacement Options
at the Effective Time. Each such Magna Replacement Option will
provide for an exercise price per Magna Class A Subordinate
Voting Share equal to the exercise price per Decoma Class A
Subordinate Voting Share of the corresponding Decoma Exchange
Elected Option immediately prior to the Effective Time divided
by the Exchange Ratio (rounded up to the nearest cent). The term
to expiry, conditions to and manner of exercising, vesting
schedule and all other terms and conditions of such Magna
Replacement Option will otherwise be the same as the terms and
conditions of such Decoma Exchange Elected Option and any
document or agreement previously evidencing such Decoma Exchange
Elected Option will evidence and be deemed to evidence such
Magna Replacement Option.

If any holder of a Decoma Option does not
complete the exchange of their Decoma Options for Magna
Replacement Options, their Decoma Options will become Amalco
Continuing Options at the Effective Time. Amalco Continuing
Options will remain outstanding in accordance with their terms
and the adjustment provisions in the Amalco Continuing Options
will thereafter apply. For the purposes of such adjustment
provisions as they relate to the Arrangement, each Amalco
Continuing Option will thereafter entitle the optionholder to
purchase from Magna (as successor to Decoma following the
completion of the Arrangement), in lieu of the number of Decoma
Class A Subordinate Voting Shares the optionholder was
entitled to purchase upon the exercise of such Amalco Continuing
Option, but for the same aggregate consideration and on the same
terms, the aggregate number (with such adjustment provisions
continuing to apply) of Magna Class A Subordinate Voting
Shares that the optionholder would have been entitled to receive
as a result of the Arrangement if, immediately before the
Effective Time, such optionholder had been the registered holder
of the number of Decoma Class A Subordinate Voting Shares
to which such optionholder would have been entitled upon
exercise of such Amalco Continuing Option if all vesting and
other requirements for exercise were then met and those Decoma
Class A Subordinate Voting Shares were all Share
Consideration Shares.

Letter of Transmittal

A Letter of Transmittal (printed on yellow paper)
is enclosed with this Circular for use by Shareholders for the
purpose of (i) the surrender of Share Certificates and
(ii) the Cash Election. The details for the surrender of
Share Certificates to the Depositary, the addresses of the
Depositary and the instructions for making a Cash Election are
set out in the Letter of Transmittal. Provided that a
Shareholder has delivered and surrendered to the Depositary all
Share Certificates, together with a Letter of Transmittal
properly completed and executed in accordance with the
instructions on such Letter of Transmittal, and any additional
documents, instruments and payments as the Depositary may
reasonably require, the Shareholder will be entitled to receive,
and Magna Amalco will cause the Depositary to deliver (i) a
cheque in Canadian currency representing the cash payment
required to be made pursuant to the Arrangement in respect of
the proceeds of the redemption of Amalco Redeemable Preferred
Shares and/or (ii) a certificate representing the
number of Magna Class A Subordinate Voting Shares issuable
or deliverable pursuant to the Arrangement in respect of the
exchange of Amalco Special Shares.

24



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Any Shareholder who, in respect of any Decoma
Class A Subordinate Voting Shares held by the Shareholder
(i) does not deposit with the Depositary either a properly
completed Letter of Transmittal together with the Share
Certificates (or a properly completed Notice of Guaranteed
Delivery) prior to 10:00 a.m. on Thursday,
February 24, 2005, or (ii) fails to complete the
Letter of Transmittal making a Cash Election, will be deemed NOT
to have made a Cash Election in respect of any Decoma
Class A Subordinate Voting Shares and will be entitled to
receive only the Share Consideration as consideration for each
of the Shareholders Decoma Class A Subordinate Voting
Shares.

Shareholders whose Decoma Class A
Subordinate Voting Shares are registered either (a) in the
name of an intermediary such as, among others, a bank, trust
company, securities dealer or broker or the trustee or
administrator of a self-administered RRSP, RRIF, RESP or similar
plan, or (b) in the name of a clearing agency, such as CDS,
of which the intermediary is a participant, should contact that
intermediary for instructions as to how to elect to receive cash
and how to deliver such Decoma Class A Subordinate Voting
Shares.

Notice of Guaranteed Delivery

Any Shareholder who wishes, in respect of any
Decoma Class A Subordinate Voting Shares held by such
Shareholder, to make a Cash Election but whose Share
Certificates representing such shares are not available prior to
10:00 a.m. on Thursday, February 24, 2005, or who is
unable to deliver all other required documents to the Depositary
prior to such time, may nevertheless surrender such shares and
make a Cash Election provided that all of the following
conditions are met:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the surrender of the Shareholders Decoma
    Class A Subordinate Voting Shares is made by or through an
    Eligible Institution (as defined in the Letter of Transmittal);                                                                                                                                                                                                                                                                                                                       
|
| | (b) | a Notice of Guaranteed Delivery (printed on green
    paper) in the form enclosed with this Circular, or an originally
    executed facsimile copy thereof, properly completed and duly
    executed, including a guarantee by an Eligible Institution in
    the form set out in the Notice of Guaranteed Delivery, is
    received by the Depositary at one of the addresses or the fax
    number set out in the Notice of Guaranteed Delivery prior to
    10:00 a.m. on February 24, 2005; and
|
| | (c) | the Shareholders Share Certificates,
    together with the Letter of Transmittal, properly completed and
    executed with any required signature guarantees, covering the
    Shareholders Decoma Class A Subordinate Voting Shares
    and all other documents required by the Letter of Transmittal,
    are received by the Depositary prior to 10:00 a.m. (Toronto
    time) on the third trading day on the TSX following
    February 24, 2005.                                           

The details for the surrender of Share
Certificates to the Depositary and the instructions for making a
Cash Election through the procedures for guaranteed delivery are
set out in the Letter of Transmittal.

United States Backup
Withholding

To prevent United States backup withholding tax,
each United States Holder (or other United States payee) must
provide the Depositary with such United States Holders (or
other such payees) correct taxpayer identification number
and certify that such United States Holder (or other such payee)
is not subject to backup withholding by completing Substitute
Form W-9 included in the Letter of Transmittal or, if
applicable, an appropriate Form W-8 which can be obtained
from the Depositary, or provide another adequate basis for an
exemption from backup withholding. See Certain U.S.
Federal Income Tax Considerations.

Lost Certificates

A Shareholder who has lost or misplaced its Share
Certificates should complete the Letter of Transmittal as fully
as possible and forward it, together with a letter explaining
the loss or misplacement, to the Depositary. The Depositary will
assist in making arrangements for the necessary affidavit (which
may include a bonding requirement) for payment of the Share
Consideration or the Cash Elected Consideration, as applicable,
in accordance with the Arrangement.

Payment and Delivery of Share
Consideration

At or prior to the Effective Time, Magna will
deposit with the Depositary, for the benefit of the Shareholders
who are to receive the Share Consideration by way of an Amalco
Special Share, certificates representing the whole number of
Magna Class A Subordinate Voting Shares to be received by
each such Shareholder pursuant to the Arrangement.

At the Effective Time, the register for Decoma
Class A Subordinate Voting Shares will be closed and
registered holders of Share Consideration Shares will be deemed
to be the holders of the Magna Class A Subordinate Voting

25



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Shares to which they are entitled under the
Arrangement. In order to receive certificates representing the
Share Consideration, a Shareholder must surrender to the
Depositary the Share Certificates for the Decoma Class A
Subordinate Voting Shares that, under the Arrangement, were
converted into Amalco Special Shares together with a properly
completed Letter of Transmittal and any additional documents,
instruments and payments as the Depositary may reasonably
require including, where applicable, a Notice of Guaranteed
Delivery. Upon the surrender to the Depositary of these Share
Certificates, Letter of Transmittal and additional documents (if
any) the Shareholder will be entitled to receive, and Magna
Amalco will cause the Depositary either:




| |      |                                                                                                                                                               
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | to forward or cause to be forwarded by first
    class mail (postage prepaid) to the Shareholder at the address
    specified in the Letter of Transmittal; or
|
| | (ii) | if requested by the Shareholder in the Letter of
    Transmittal, to make available at the Depositary for pick-up by
    the Shareholder,                     

a certificate representing the number of Magna
Class A Subordinate Voting Shares issuable to the
Shareholder.

Payment and Delivery of Cash Elected
Consideration

At or prior to the Effective Time, (a) Magna
Subco will deposit with the Depositary for the benefit of
Shareholders who elected to receive the Cash Elected
Consideration by way of an Amalco Redeemable Preferred Share,
and (b) Magna Subco and Magna will deposit with the
Depositary for the benefit of Shareholders entitled to receive,
in lieu of a fraction of a Magna Class A Subordinate Voting
Share, a cash payment equal to the fraction of a Magna Class A
Subordinate Voting Share otherwise issuable multiplied by the
Average Market Price, sufficient funds for these purposes by
bank transfer or other means satisfactory to the Depositary.

In order to receive the Cash Elected
Consideration, a Shareholder must surrender to the Depositary
the Share Certificates, the Letter of Transmittal properly
completed and executed in accordance with the Cash Election and
other instructions on the form and any additional documents as
the Depositary may reasonably require. Upon the surrender to the
Depositary of these Share Certificates, the Letter of
Transmittal and additional documents (if any), and following the
Effective Time, the Shareholder will be entitled to receive, and
Magna will cause the Depositary either:



| |      |                                                                                                                                                               
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | to forward or cause to be forwarded by first
    class mail (postage prepaid) to the Shareholder at the address
    specified in the Letter of Transmittal; or
|
| | (ii) | if requested by the Shareholder in the Letter of
    Transmittal, to make available at the Depositary for pick-up by
    the Shareholder,                     

a cheque in Canadian currency representing the
payment required to be made to such Shareholder pursuant to the
Arrangement. Under no circumstances will interest be paid to any
Shareholder on any payment to be made regardless of any delay in
making such payment.

Delivery Requirements

The method of delivery of Share Certificates, the
Letter of Transmittal and all other required documents is at the
option and risk of the Shareholder surrendering them. The
Corporation recommends that such documents be delivered by hand
to the Depositary, at the office noted in the Letters of
Transmittal, and a receipt obtained therefor or, if mailed, that
registered mail, with return receipt requested, be used and that
proper insurance be obtained. Shareholders holding Decoma
Class A Subordinate Voting Shares which are registered in
the name of an intermediary (such as a bank, trust company
securities dealer or broker, or the trustee or administrator of
a self-administered RRSP, RRIF, RESP or similar plan) must
contact such intermediary to arrange for the surrender of their
Share Certificates.

Shareholder Approvals Required

The Interim Order provides that, for the
Arrangement to be implemented, the Arrangement Resolution must
be passed, with or without amendment, by:



| |     |                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------
| | (a) | 66 2/3% of the votes cast by Shareholders, voting
    separately as a class at the Meeting in person or by proxy;
|
| | (b) | a simple majority of the votes cast by Minority
    Shareholders voting at the Meeting in person or by proxy;    
|
| | (c) | a written resolution of all holders of Decoma
    Class B Shares, voting separately as a class; and              
|
| | (d) | a written resolution of all holders of Decoma
    Convertible Preferred Shares, voting separately as a class.    

26



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##### 



Magna (together with its affiliates) currently
holds all of the outstanding Decoma Class B Shares and
Decoma Convertible Preferred Shares and 29,246,067 Decoma
Class A Subordinate Voting Shares which represent
approximately 57% of the Decoma Class A Subordinate Voting
Shares outstanding. Magna has advised the Corporation that it
will vote, or cause to be voted, all such Decoma Shares in
favour of the Arrangement Resolution.

Court Approval of the Arrangement and
Completion of the Arrangement

An arrangement under the OBCA requires Court
approval. Prior to the mailing of this Circular, Decoma obtained
the Interim Order providing for the calling and holding of the
Meeting and other procedural matters. A copy of the Interim
Order and the Notice of Application for the Final Order are
attached as Exhibit D and Exhibit E, respectively, to
this Circular.

Subject to the approval of the Arrangement
Resolution by the Shareholders at the Meeting, the hearing in
respect of the Final Order is expected to take place on or about
March 2, 2005 at 10:00 (Toronto time) at the Court located
at 393 University Avenue, Toronto, Ontario.

Any Shareholder who wishes to appear or be
represented and to present evidence or arguments at the hearing
in respect of the Final Order must serve and file a notice of
appearance, as described in the Notice of Application for the
Final Order, and satisfy any other requirements of the Court. In
making its determination, the Court will consider, among other
things, the fairness of the Arrangement. The Court may approve
the Arrangement in any manner that the Court may direct, subject
to compliance with such terms and conditions, if any, as the
Court deems fit.

Assuming the Final Order is granted and the other
conditions to closing contained in the Arrangement Agreement are
satisfied or waived, it is anticipated that the Articles of
Arrangement will be filed with the Director to give effect to
the Arrangement.

The Final Order will constitute the basis for an
exemption from the registration requirements of the 1933 Act,
pursuant to section 3(a)(10) of the 1933 Act, with respect to
the Magna Class A Subordinate Voting Shares to be issued
pursuant to the Arrangement and upon the exercise of Magna
Replacement Options and Amalco Continuing Options. Prior to the
hearing on the Final Order, the Court will be informed of such
effect of the Final Order.

Stock Exchange Listings

Magna Class A Subordinate Voting Shares are
listed on the TSX and the NYSE. Magna has filed applications
with the TSX and the NYSE to list the Magna Class A
Subordinate Voting Shares to be issued in connection with the
Arrangement and upon the exercise of Magna Replacement Options
and Amalco Continuing Options. The TSX and the NYSE have
conditionally approved the listing of Magna Class A
Subordinate Voting Shares, subject to the satisfaction of the
customary requirements of the TSX and the NYSE, respectively.
The Decoma Class A Subordinate Voting Shares will be
delisted from the TSX and NASDAQ on completion of the
Arrangement.

Resale of Magna Class A Subordinate
Voting Shares Received in the Arrangement

Magna has applied for orders from applicable
securities regulatory authorities in Canada to exempt, where
required, the issuance of Magna Class A Subordinate Voting
Shares in connection with the Arrangement, and the issuance of
Magna Class A Subordinate Voting Shares from time to time
upon the exercise of Magna Replacement Options and Amalco
Continuing Options, from the prospectus and registration
requirements of applicable Canadian securities legislation and
to permit the resale of the Magna Class A Subordinate
Voting Shares without restriction by persons other than
control persons, subject to customary conditions to
such orders, including that no unusual effort is made to prepare
the market or to create a demand for the securities that are the
subject of any such resale and that no extraordinary commission
or consideration is paid in respect of any such resale. The
completion of the Arrangement is conditional, among other
things, upon the receipt of such orders.

Any offer to resell, or resale of, Magna
Class A Subordinate Voting Shares received under the
Arrangement in the United States by persons who, immediately
prior to the Arrangement, were affiliates of Magna
or Decoma, or who, after the Arrangement, will be affiliates of
Magna, are subject to restrictions under the 1933 Act. Persons
who may be deemed affiliates of an issuer generally
include individuals or entities that directly, or indirectly
through one or more subsidiaries, control, are controlled by, or
are under common control with, the issuer, and generally include
executive officers, directors and principal shareholders of the
issuer. Shareholders should consult their legal advisors with
respect to any resale restrictions applicable to them.

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Legal Aspects

The Arrangement is a business
combination under Rule 61-501 and a going
private transaction under Policy Q-27 because it
involves a transaction that would result in Magna owning all the
equity securities of the Corporation. Rule 61-501 and
Policy Q-27 provide that, unless exempted, a corporation
proposing to carry out a business combination or a going private
transaction, respectively, is required to obtain a formal
valuation of the affected securities from a qualified and
independent valuator and to provide the holders of the affected
securities with a summary of such valuation. See
Information Regarding the Arrangement 
Independent Valuation and Fairness Opinion and see
Exhibit F for a copy of the Valuation and Fairness Opinion.
Rule 61-501 and Policy Q-27 also require that, in
addition to any other required securityholder approval, in order
to complete a business combination or a going private
transaction, respectively, the approval of a simple majority of
the votes cast by minority shareholders of each
class of affected securities, voting separately as a class, must
be obtained. In relation to the Arrangement, the
minority shareholders of Decoma are all Shareholders
other than (i) Magna, Magna Subco, Tesma and Intier and
their respective directors and senior officers, (ii) any
other related party of Magna, Magna Subco, Tesma or Intier
within the meaning of Rule 61-501 and Policy Q-27,
subject to the exceptions set out therein, (iii) the Decoma
DPSPs and (iv) any person acting jointly or in concert with
any of the foregoing other than the Decoma DPSPs.

Right of Dissent

The following is only a summary of the Dissenting
Shareholder provisions of the Interim Order, the OBCA and the
Plan of Arrangement, which are technical and complex. A copy of
the Interim Order is attached as Exhibit D to this Circular
and a copy of section 185 of the OBCA is attached as
Exhibit G to this Circular. It is recommended that any
Shareholder wishing to exercise a Dissent Right seek legal
advice as the failure to comply strictly with the provisions of
the Interim Order, the Circular, the OBCA (as modified by the
Interim Order) and the Plan of Arrangement may result in the
loss or unavailability of the Dissent Right.

Pursuant to the Interim Order, registered
Shareholders have the right to dissent from the Arrangement
Resolution in the manner provided in section 185 of the
OBCA, as modified by the Interim Order (with respect to the
timing for providing a written objection to the Arrangement
Resolution and the Plan of Arrangement). The following summary
is qualified in its entirety by the Interim Order, the
provisions of section 185 of the OBCA, as modified by the
Interim Order and the Plan of Arrangement.

A Dissenting Shareholder will be entitled, in the
event the Arrangement becomes effective, to be paid by the
Corporation (or its successor by way of amalgamation) the fair
value of the Decoma Class A Subordinate Voting Shares held
by such Dissenting Shareholder determined as at the close of
business on the day before the Arrangement Resolution is
adopted. There can be no assurance that such fair value will be
greater than or equivalent to the consideration being offered to
Shareholders under the Arrangement.

A Shareholder may only exercise the Dissent Right
in respect of Decoma Class A Subordinate Voting Shares
registered in that Shareholders name. In addition, a
Shareholder may only exercise the Dissent Right with respect to
all Decoma Class A Subordinate Voting Shares held by that
Shareholder on behalf of any one beneficial owner. In many
cases, the Decoma Class A Subordinate Voting Shares
beneficially owned by a Non-Registered Holder are registered
either: (a) in the name of an Intermediary that the
Non-Registered Holder deals with in respect of the Decoma
Class A Subordinate Voting Shares (such as, among others, a
bank, trust company, securities dealer or broker, or the trustee
or administrator of a self-administered RRSP, RRIF, RESP or
similar plan); or (b) in the name of a clearing agency
(such as CDS) of which an Intermediary is a participant.
Accordingly, a Non-Registered Holder will not be entitled to
exercise the Dissent Right directly (unless the Decoma
Class A Subordinate Voting Shares are re-registered in the
Non-Registered Holders name). A Non-Registered Holder who
wishes to exercise the Dissent Right should immediately contact
the Intermediary with whom the Non-Registered Holder deals in
respect of its Decoma Class A Subordinate Voting Shares and
either:



| |      |                                                                                                                                                                                                                                                                                                                                                                  
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | instruct the Intermediary to exercise the Dissent
    Right on the Non-Registered Holders behalf (which, if the
    Decoma Class A Subordinate Voting Shares are registered in
    the name of CDS or other clearing agency, would require that the
    Decoma Class A Subordinate Voting Shares first be
    re-registered in the name of the Intermediary); or
|
| | (ii) | instruct the Intermediary to request that the
    Decoma Class A Subordinate Voting Shares be registered in
    the name of the Non-Registered Holder, in which case such holder
    would have to exercise the Dissent Right directly (that is, the
    Intermediary would not be exercising the Dissent Right on such
    holders behalf).                    

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A registered Shareholder who wishes to
exercise the Dissent Right in respect of the Arrangement
Resolution must provide a written objection to the Arrangement
Resolution (a Dissent Notice) to Decoma
International Inc., 50 Casmir Court, Concord, Ontario,
Canada L4K 4J5, Attention: Secretary, facsimile
number 905-669-5075 prior to 5:00 p.m. (Toronto time)
on the Business Day immediately preceding the Meeting or any
adjournment or postponement thereof.
The filing of a Dissent Notice does not deprive a registered
Shareholder of the right to vote at the Meeting; however, a
registered Shareholder who has submitted a Dissent Notice and
who votes in favour of the Arrangement Resolution will no longer
be considered a Dissenting Shareholder with respect to the
Decoma Class A Subordinate Voting Shares voted in favour of
the Arrangement Resolution. A vote against the Arrangement
Resolution or an abstention will not constitute a Dissent
Notice, but a registered Shareholder need not vote its Decoma
Class A Subordinate Voting Shares against the Arrangement
Resolution in order to dissent. Similarly, the revocation of a
proxy conferring authority on the proxy holder to vote in favour
of the Arrangement Resolution does not constitute a Dissent
Notice; however, any proxy granted by a registered Shareholder
who intends to dissent, other than a proxy that instructs the
proxy holder to vote against the Arrangement Resolution, should
be validly revoked in order to prevent the proxy holder from
voting such Decoma Class A Subordinate Voting Shares in
favour of the Arrangement Resolution and thereby causing the
registered Shareholder to forfeit such Shareholders right
to dissent.

The Corporation is required, within 10 days
after the adoption of the Arrangement Resolution, to notify each
Dissenting Shareholder that the Arrangement Resolution has been
adopted, but such notice is not required to be sent to any
Shareholder who voted for the Arrangement Resolution or who has
withdrawn such Shareholders Dissent Notice.

A Shareholder who wishes to exercise the Dissent
Right must, within 20 days after receipt of notice that the
Arrangement Resolution has been adopted or, if such Shareholder
does not receive such notice, within 20 days after the
Shareholder learns that the Arrangement Resolution has been
adopted, send to the Corporation a written notice
(a Payment Demand) containing the
Shareholders name and address, the number of Decoma
Class A Subordinate Voting Shares in respect of which the
Shareholder dissented, and a demand for payment of the fair
value of such Decoma Class A Subordinate Voting Shares.
Within 30 days after a Payment Demand, the Shareholder must
send to the Corporations transfer agent, Computershare
Trust Company of Canada, 9th Floor, 100 University
Avenue, Toronto, Ontario, Canada M5J 2Y1, Attention: Client
Services, Stock Transfer Department, the Share Certificates
representing the Decoma Class A Subordinate Voting Shares
in respect of which the Shareholder has dissented. A Shareholder
who fails to send the Share Certificates representing the Decoma
Class A Subordinate Voting Shares in respect of which the
Shareholder has dissented forfeits such Shareholders
Dissent Right for such Shareholders Decoma Class A
Subordinate Voting Shares. The Corporation or its transfer agent
will endorse on Share Certificates received from a Shareholder
exercising a Dissent Right a notice that the Shareholder is a
Dissenting Shareholder and will forthwith return the Share
Certificates to the Dissenting Shareholder.

Upon filing a Dissent Notice that is not
withdrawn prior to the termination of the Meeting, provided that
the Final Order is granted and not appealed or, if appealed, the
appeal is withdrawn or denied, and the Arrangement becomes
effective, a Dissenting Shareholder will cease to have any
rights as a Shareholder, other than the right to be paid the
fair value of its Decoma Class A Subordinate Voting Shares,
unless:



| |       |                                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the Dissenting Shareholder withdraws the Payment
    Demand before the Corporation makes a written offer to pay (the
    Offer to Pay);                
|
| | (ii)  | the Corporation fails to make a timely Offer to
    Pay to the Dissenting Shareholder and the Dissenting Shareholder
    withdraws its Payment Demand; or
|
| | (iii) | the directors of the Corporation revoke the
    Arrangement Resolution,                                                                                  

in all of which cases the Dissenting
Shareholders rights as a Shareholder will be reinstated
and, if the Arrangement becomes effective, such Dissenting
Shareholders Decoma Class A Subordinate Voting Shares
will be subject to the Arrangement and will be deemed to be
Share Consideration Shares.

In addition, pursuant to the Plan of Arrangement,
registered Shareholders who duly exercise their Dissent Right
and who: (i) are ultimately determined to be entitled to be
paid fair value for their Decoma Class A Subordinate Voting
Shares will be deemed to have transferred their Decoma
Class A Subordinate Voting Shares to the Corporation as at
the Effective Time of the Arrangement; or (ii) are
ultimately determined not to be entitled, for any reason, to be
paid fair value for their Decoma Class A Subordinate Voting
Shares, will be deemed to have participated in the Arrangement on

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the same basis as any non-dissenting Shareholder
who did not make a Cash Election and will receive Share
Consideration on the basis determined in accordance with the
Plan of Arrangement.


The Corporation is required, not later than seven
days after the later of the Effective Date or the date on which
the Corporation received the Payment Demand of a Dissenting
Shareholder, to send to each Dissenting Shareholder who has sent
a Payment Demand to it an Offer to Pay for its Decoma
Class A Subordinate Voting Shares in an amount considered
by the Decoma Board to be the fair value thereof, accompanied by
a statement showing the manner in which the fair value was
determined. Every Offer to Pay must be on the same terms. The
amount specified in the Offer to Pay which has been accepted by
a Dissenting Shareholder will be paid by the Corporation within
10 days after the acceptance by the Dissenting Shareholder
of the Offer to Pay, but any such Offer to Pay lapses if the
Corporation does not receive an acceptance thereof within
30 days after the Offer to Pay has been made.

If the Corporation fails to make an Offer to Pay
or if a Dissenting Shareholder fails to accept an offer that has
been made, the Corporation may, within 50 days after the
Effective Date or within such further period as the Court may
allow, apply to the Court to fix a fair value for the Decoma
Class A Subordinate Voting Shares of Dissenting
Shareholders. If the Corporation fails to apply to the Court, a
Dissenting Shareholder may apply to the Court for the same
purpose within a further period of 20 days or within such
further period as the Court may allow. A Dissenting Shareholder
is not required to give security for costs in such an
application.

Upon an application to the Court, all Dissenting
Shareholders whose Decoma Class A Subordinate Voting Shares
have not been paid for by the Corporation will be joined as
parties and bound by the decision of the Court, and the
Corporation will be required to notify each affected Dissenting
Shareholder of the date, place and consequences of the
application and of the Dissenting Shareholders right to
appear and be heard in person or by counsel. Upon any such
application to the Court, the Court may determine whether any
person is a Dissenting Shareholder who should be joined as a
party, and the Court will then fix a fair value for the Decoma
Class A Subordinate Voting Shares of all Dissenting
Shareholders. The final order of a Court will be rendered
against the Corporation in favour of each Dissenting Shareholder
and for the amount of the fair value of such Dissenting
Shareholders Decoma Class A Subordinate Voting Shares
as fixed by the Court. The Court may, in its discretion, allow a
reasonable rate of interest on the amount payable to each
Dissenting Shareholder from the Effective Date until the date of
payment.

Decoma Convertible Debentures

As of January 13, 2005, Decoma had
outstanding Cdn.$99,998,000 principal amount of 6.5% Decoma
Convertible Debentures, which are convertible in whole or in
part into Decoma Class A Subordinate Voting Shares at a
rate of Cdn.$13.25 per Decoma Class A Subordinate Voting
Share (or approximately 75.4717 Decoma Class A Subordinate
Voting Shares per Cdn.$1,000 principal amount of Decoma
Convertible Debentures). A Debentureholder who elects to convert
its Decoma Convertible Debentures into Decoma Class A
Subordinate Voting Shares prior to the Meeting will become, as
of the date of conversion, a holder of record of the number of
Decoma Class A Subordinate Voting Shares into which such
Decoma Convertible Debentures are convertible and will be
entitled, upon establishing ownership of such Decoma
Class A Subordinate Voting Shares to the satisfaction of
the Secretary of the Corporation or the chairman of the Meeting
prior to the Meeting to vote at the Meeting and to participate
in the Arrangement on the terms and conditions described in this
Circular.

Upon completion of the Arrangement, and pursuant
to and in accordance with the terms of the trust indenture
governing the Decoma Convertible Debentures, Magna, as successor
corporation to Decoma, will assume Decomas obligations in
respect of the Decoma Convertible Debentures, and the Decoma
Convertible Debentures will be convertible in whole or in part
into Magna Class A Subordinate Voting Shares at a rate of
Cdn.$91.19 per Magna Class A Subordinate Voting Share
(being Cdn.$13.25 divided by the Exchange Ratio). As a result,
on completion of the Arrangement each Cdn.$1,000 principal
amount of Decoma Convertible Debentures will be convertible into
approximately 10.9661 Magna Class A Subordinate Voting
Shares.

If the Arrangement is not
Implemented

If the Arrangement is not implemented, Decoma
will continue to operate as a publicly traded subsidiary of
Magna. In such event, the Letter of Transmittal completed by a
Shareholder will be of no effect and the Depositary will return
all surrendered Share Certificates to the holders thereof as
soon as practicable.

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Expenses of the Arrangement

The Corporation is required to pay all costs,
expenses and fees in connection with the Arrangement subject to
Magnas reimbursement obligation described under
Arrangement Agreement  Expenses. The
total amount of such costs, expenses and fees including Scotia
Capitals fees for the valuation and fairness opinion and
the cost of soliciting proxies in respect of the Arrangement
Resolution is expected to be approximately
Cdn.$1.75 million. Magna has agreed to pay, in any event,
the reasonable and documented fees and expenses incurred by
Decoma in respect of the Valuation and Fairness Opinion and in
respect of the solicitation of proxies at Magnas direction.

CERTAIN CANADIAN FEDERAL INCOME TAX
CONSIDERATIONS

In the opinion of Torys LLP, counsel to the
Corporation, the following summary fairly presents the principal
Canadian federal income tax consequences under the ITA of the
Arrangement generally applicable to Shareholders who, for the
purposes of the ITA and at all relevant times, hold their Decoma
Class A Subordinate Voting Shares and will hold their Magna
Class A Subordinate Voting Shares, Amalco Special Shares or
Amalco Redeemable Preferred Shares, as the case may be, as
capital property and deal at arms length, and are not
affiliated, with the Corporation, Magna, Magna Subco and Amalco
(Holders). Such shares generally will constitute
capital property to a Holder unless the Holder holds such shares
in the course of carrying on a business or has acquired such
shares in a transaction or transactions considered to be an
adventure in the nature of trade. Certain Holders whose shares
might not otherwise qualify as capital property may be entitled,
in certain circumstances, to obtain such qualification by making
the irrevocable election permitted by subsection 39(4) of
the ITA.

This summary is based on the current provisions
of the ITA and the regulations issued thereunder (the
Regulations) and on counsels understanding of
the current published administrative practices of the CRA. This
summary takes into account all specific proposals to amend the
ITA and the Regulations that have been publicly announced by the
Minister of Finance (Canada) prior to the date hereof (the
Tax Proposals), but does not otherwise take into
account or anticipate any changes in law, whether by judicial,
governmental or legislative decision or action, or changes in
administrative practices of the CRA. No assurances can be given
that the Tax Proposals will be enacted as proposed, if at all.
This summary does not take into account the tax legislation of
any province or territory of Canada or any non-Canadian
jurisdiction.

The ITA contains certain provisions relating to
securities held by certain financial institutions (the
mark to market rules). This summary does not take
into account the mark to market rules and Holders that are
financial institutions for the purpose of those rules should
consult their own tax advisors.

The following summary is of a general nature
only and is not intended to be, nor should it be construed to
be, legal or tax advice to any particular Holder. Accordingly,
Holders should consult their own tax advisors with respect to
their particular circumstances.

Holders Resident in Canada

The following portion of the summary applies to a
Holder who is or is deemed to be a resident of Canada for the
purposes of the ITA (a Canadian Holder).

Disposition of Decoma Class A Subordinate
Voting Shares

A Canadian Holder will realize neither a capital
gain nor a capital loss on the Amalgamation. The Canadian Holder
will be considered to have disposed of its Decoma Class A
Subordinate Voting Shares for proceeds of disposition equal to
the adjusted cost base thereof to the Canadian Holder
immediately before the Amalgamation and to have acquired Amalco
Special Shares or Amalco Redeemable Preferred Shares, as the
case may be, at an aggregate cost equal to those proceeds of
disposition. Where both Amalco Special Shares and Amalco
Redeemable Preferred Shares are received, the cost of the shares
of each class received will be determined by allocating the
aggregate proceeds of disposition between the shares of each
class received in proportion to their relative fair market
values. See the following discussion of income tax consequences
to the Canadian Holder on the redemption of the Canadian
Holders Amalco Redeemable Preferred Shares.

Disposition of Amalco Special Shares

Except where the Canadian Holder (in its income
tax return for the taxation year that includes the Effective
Time) includes in its income any portion of the gain or loss
otherwise arising from the exchange, a Canadian Holder who, on

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the Arrangement, exchanges Amalco Special Shares
for Magna Class A Subordinate Voting Shares will realize neither
a capital gain nor a capital loss on the exchange. The Canadian
Holder will be considered to have disposed of its Amalco Special
Shares for proceeds of disposition equal to the adjusted cost
base thereof to the Canadian Holder immediately before the
exchange and to have acquired Magna Class A Subordinate
Voting Shares at an aggregate cost equal to those proceeds of
disposition, such aggregate cost to be averaged, for the purpose
of computing such Canadian Holders adjusted cost base,
with the adjusted cost base of any other Magna Class A
Subordinate Voting Shares held by such Canadian Holder at that
time as capital property. Under the current administrative
practice of the CRA, a Canadian Holder who receives cash of $200
or less in lieu of a fraction of a Magna Class A
Subordinate Voting Share may either include the capital gain or
capital loss on the partial disposition of the Amalco Special
Shares in computing income, or may instead reduce the adjusted
cost base to the Canadian Holder of the Canadian Holders
Magna Class A Subordinate Voting Shares by the amount of the
cash.


Redemption of Amalco Redeemable Preferred
Shares

On the redemption of Amalco Redeemable Preferred
Shares received by a Canadian Holder on the Arrangement, the
Canadian Holder will be considered to have disposed of such
shares for proceeds of disposition equal to the Cash Elected
Consideration received for such shares and will realize a
capital gain (or capital loss) to the extent that those proceeds
of disposition exceed (or are less than) the Canadian
Holders adjusted cost base of the Amalco Redeemable
Preferred Shares, determined as described above. The income tax
treatment of such gain or loss is discussed below. No deemed
dividend will arise on the redemption of a Canadian
Holders Amalco Redeemable Preferred Shares.

Magna Amalgamation

A Canadian Holder will realize neither a capital
gain nor a capital loss on the Magna Amalgamation. The Canadian
Holder will be considered to have disposed of its Magna
Class A Subordinate Voting Shares for proceeds of
disposition equal to the adjusted cost base thereof to the
Canadian Holder immediately prior to the Magna Amalgamation and
to have acquired the Magna Class A Subordinate Voting
Shares at an aggregate cost equal to the proceeds of disposition.

Dissenting Shareholders

Under the current administrative practice of the
CRA, Canadian Holders who exercise their Dissent Right in
respect of the Arrangement should be considered to have disposed
of their Decoma Class A Subordinate Voting Shares for
proceeds of disposition equal to the amount paid to them for
such shares less the amount of any interest awarded by the
court, and will realize a capital gain (or capital loss) to the
extent that those proceeds of disposition exceed (or are less
than) their adjusted cost base of such shares immediately before
the Arrangement. Any interest awarded to a Dissenting
Shareholder will be included in the Dissenting
Shareholders income. Because of uncertainties under the
relevant legislation, Dissenting Shareholders should consult
their own tax advisors in this regard.

Taxation of Capital Gains and Losses

A Canadian Holder who, as described above,
realizes a capital gain or a capital loss on the disposition of
the Decoma Class A Subordinate Voting Shares, Amalco
Special Shares or Amalco Redeemable Preferred Shares, as the
case may be, will generally be required to include in income one
half of any such capital gain (taxable capital gain)
and may apply one half of any such capital loss (allowable
capital loss) against taxable capital gains in accordance
with the detailed rules in the ITA. Generally, allowable capital
losses in excess of taxable capital gains may be carried back
and deducted in any of the three preceding years or carried
forward and deducted in any following year in either case
against taxable capital gains realized in such year in
accordance with the detailed rules of the ITA.

If the Canadian Holder is a corporation or a
partnership or trust of which a corporation is a partner or a
beneficiary, any capital loss realized on the disposition of any
such Decoma Class A Subordinate Voting Shares, Amalco
Special Shares or Amalco Redeemable Preferred Shares may be
reduced by the amount of certain dividends which have been
received, or are deemed to have been received, on such share, or
in the case of a capital loss realized on the disposition of an
Amalco Special Share or an Amalco Redeemable Preferred Share, on
the Decoma Class A Subordinate Voting Shares exchanged
therefor, in accordance with detailed provisions of the ITA.
Canadian Holders should consult their tax advisors for specific
information regarding the application of these provisions.

A Canadian controlled private
corporation (as defined in the ITA) may be liable to pay
an additional 6 2/3% refundable tax on certain investment
income, including taxable capital gains.

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The realization of a capital gain or loss by a
Canadian Holder who is an individual (including most trusts) may
affect the individuals liability for alternative minimum
tax under the ITA.

Eligibility for Investment

The Magna Class A Subordinate Voting Shares
are qualified investments under the ITA for trusts governed by
registered retirement savings plans, registered retirement
income funds, deferred profit sharing plans (collectively,
Plans) and registered education savings plans. The
Magna Class A Subordinate Voting Shares do not constitute
foreign property for Plans and other persons subject to tax
under Part XI of the ITA and are not a prohibited investment for
a registered pension plan under the ITA.

Holders Not Resident in
Canada

The following portion of the summary applies to a
Holder who is not a resident of Canada for the purposes of the
ITA and does not use or hold and is not deemed to use or hold
its Decoma Class A Subordinate Voting Shares in carrying on
business in Canada (a Non-Resident Holder). This
summary does not apply to a Non-Resident Holder that is an
insurer that carries on an insurance business in Canada and
elsewhere.

Disposition of Shares on Arrangement

No tax on income (including taxable capital
gains) will be payable by a Non-Resident Holder in respect of
the disposition of Decoma Class A Subordinate Voting
Shares, Amalco Special Shares or Amalco Redeemable Preferred
Shares, the Magna Amalgamation or any other aspect of the
Arrangement, except as disclosed under Dissenting
Shareholders, where the Decoma Class A Subordinate
Voting Shares, Amalco Special Shares and Amalco Redeemable
Preferred Shares are not taxable Canadian property
to such Non-Resident Holder. Generally, Decoma Class A
Subordinate Voting Shares, Amalco Special Shares and Amalco
Redeemable Preferred Shares will not be taxable Canadian
property to a Non-Resident Holder unless, at any time
during the five year period immediately preceding the
disposition, 25% or more of the issued shares of any class or
series of the capital stock of the Corporation or Amalco
belonged to such Non-Resident Holder, to persons with whom the
Non-Resident Holder did not deal at arms length, or any
combination thereof, or the Decoma Class A Subordinate
Voting Shares, Amalco Special Shares or Amalco Redeemable
Preferred Shares were acquired by the Non-Resident Holder in a
transaction which deemed them to be taxable Canadian
property to the Non-Resident Holder.

Dissenting Shareholders

Non-Resident Holders who dissent from the
Arrangement will be subject to the same income tax
considerations as those above with respect to dissenting
Canadian Holders, except that such dissenting Non-Resident
Holders will not be subject to tax under the ITA in respect of
capital gains realized on the disposition of Decoma Class A
Subordinate Voting Shares where such shares are not
taxable Canadian property to such Non-Resident
Holder at the time of disposition. Dissenting Non-Resident
Holders will be subject to withholding tax under the ITA in
respect of any interest received.

CERTAIN U.S. FEDERAL INCOME TAX
CONSIDERATIONS

The following summary is of a general nature only
and is not intended to be, nor should it be construed to be,
legal or tax advice to any particular Shareholder. Accordingly,
Shareholders should consult their own tax advisors with respect
to their particular circumstances.

In the opinion of Torys LLP, counsel to the
Corporation, the following is a summary of the material United
States Federal income tax consequences of the Arrangement to
Shareholders, and the ownership and disposition of Magna Class A
Subordinate Voting Shares. This summary is based on the United
States Internal Revenue Code of 1986, as amended (the
Code), the United States Treasury regulations,
administrative rulings and judicial decisions, all as currently
in effect and which are subject to change, possibly with
retroactive effect.

This summary assumes that Shareholders hold their
Decoma Class A Subordinate Voting Shares, and will hold any
Magna Class A Subordinate Voting Shares received in the
Arrangement, as capital assets within the meaning of section
1221 of the Code. This summary also assumes that Decoma is not,
and has never been, a passive foreign investment company for
United States Federal income tax purposes (a PFIC).
A foreign corporation is a PFIC for a particular taxable year if
(i) 75% or more of its gross income for the taxable year is
passive income or (ii) 50% or more of the average value of
its assets held during the taxable year produce or are held for
the production of passive income.

33



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Considering the nature of Decomas business
activities and earnings, Decoma believes that it is not, and has
never been, a PFIC. Furthermore, this summary assumes that no
person(s) directly owning Decoma Shares immediately before the
Arrangement, also owns, actually or constructively, Magna stock
representing 50 percent or more of the vote or value of
outstanding Magna stock.


This summary does not address all aspects of
United States Federal income taxation that may be relevant to
particular Shareholders in light of their personal investment
circumstances or to Shareholders subject to special treatment
under the United States Federal income tax laws such as:



| |   |                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | insurance companies;                                                                                                                                                                                  
|
| |  | tax-exempt organizations;                                                                                                                                                                             
|
| |  | dealers in securities or foreign currencies;                                                                                                                                                          
|
| |  | banks;                                                                                                                                                                                                
|
| |  | persons that hold Decoma Class A Subordinate
    Voting Shares or will hold Magna Class A Subordinate Voting
    Shares as part of a straddle, hedge, constructive sale or
    conversion transaction;
|
| |  | United States Holders (as defined below) that
    have a functional currency other than the United States dollar;                                                                                     
|
| |  | partnerships, S corporations, mutual funds,
    regulated investment companies, real estate investment trusts
    and investors in such entities;                                                     
|
| |  | shareholders who acquired their Decoma
    Class A Subordinate Voting Shares through the exercise of
    options or otherwise as compensation or through a tax-qualified
    retirement plan; or      
|
| |  | United States Holders that will own 10% or more
    of the total voting power of all outstanding Decoma Class A
    Subordinate Voting Shares or Magna Class A Subordinate
    Voting Shares.         

Furthermore, this summary does not consider the
potential effects of any state, local or non-United States tax
laws.

For purposes of this summary, a United
States Holder means a beneficial owner of Decoma
Class A Subordinate Voting Shares or Magna Class A
Subordinate Voting Shares that is:



| |   |                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a citizen or resident alien individual of the
    United States;                                                                                                                                                                            
|
| |  | a corporation or other entity taxable as a
    corporation created or organized under the laws of the United
    States or any of its political subdivisions;                                                                               
|
| |  | a trust if a United States court is able to
    exercise primary supervision over the administration of the
    trust and one or more United States fiduciaries have the
    authority to control all substantial decisions of the trust; or
|
| |  | an estate that is subject to United States
    Federal income tax on its income regardless of its source.                                                                                                                                   

A Non-United States Holder is a
beneficial owner of Decoma Class A Subordinate Voting
Shares or Magna Class A Subordinate Voting Shares that is
not a United States Holder. If a partnership holds Decoma
Class A Subordinate Voting Shares or Magna Class A
Subordinate Voting Shares, the tax treatment of a partner
generally will depend upon the status of the partner and the
activities of the partnership. If you are a partner in a
partnership holding Decoma Class A Subordinate Voting
Shares or Magna Class A Subordinate Voting Shares, you
should consult your own tax advisor.

United States Holders of Decoma Class A
Subordinate Voting Shares

Exchange of Decoma Class A Subordinate
Voting Shares for Magna Class A Subordinate Voting Shares
and/or Cash

A United States Holder will generally recognize
gain or loss for United States Federal income tax purposes as a
result of the Arrangement in an amount equal to the difference
between (i) the sum of the cash and the fair market value
of any Magna Class A Subordinate Voting Shares received in
the Arrangement and (ii) such holders adjusted tax
basis in its Decoma Class A Subordinate Voting Shares
transferred in the Arrangement. For U.S. Federal income tax
purposes, the Amalgamation and the Magna Amalgamation forming
part of the Arrangement, will be treated as a single, integrated
transaction. Cash paid in Canadian dollars will be includible in
income in an amount equal to the United States dollar value of
the cash (determined at the spot rate on the date of such
payment) regardless of whether the payment is converted into
United States dollars. Gain or loss must be determined
separately for each block of Decoma Class A Subordinate Voting
Shares owned by the United States Holder. Any such gain or loss
will generally

34



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be capital gain or loss and will be long-term
gain or loss if, on the date of the Arrangement, the Decoma
Class A Subordinate Voting Shares have been held for more
than one year. In the case of a United States Holder that is an
individual, long-term capital gain will be eligible for a
reduced rate of taxation. The deductibility of capital losses is
subject to limitations. The United States Holders tax
basis in the Magna Class A Subordinate Voting Shares
received in the Arrangement will be equal to the fair market
value of those shares on the day received, and the holding
period of those shares will begin on the day after they are
received.


For foreign tax credit limitation purposes, gain
or loss recognized on the exchange of Decoma Class A
Subordinate Voting Shares for Magna Class A Subordinate
Voting Shares and/or cash pursuant to the Arrangement will
generally be United States source income or loss. Any gain or
loss from currency exchange fluctuations between the date of the
disposition of the Decoma Class A Subordinate Voting Shares
and the conversion of the sales proceeds into United States
dollars will be United States source ordinary income or loss.

United States Holders generally should not
recognize any foreign currency gain or loss as a result of the
receipt of Canadian dollars in the Arrangement if the Canadian
dollars are converted into United States dollars on the day they
are received. If, however, Canadian dollars are not converted
into United States dollars on the day they are received, any
gain or loss resulting from currency exchange fluctuations from
the date the payment is includible in income to the date the
payment is converted into United States dollars will be ordinary
income or loss. Such currency gain or loss will generally be
income or loss from United States sources for foreign tax credit
limitation purposes.

Ownership of Magna Class A Subordinate
Voting Shares

Distributions

Distributions paid out of Magnas current or
accumulated earnings and profits, as determined for United
States Federal income tax purposes, will be taxable as dividend
income. Distributions in excess of current and accumulated
earnings and profits will be a tax-free recovery of basis to the
extent of the United States Holders adjusted tax basis in
the Magna Class A Subordinate Voting Shares, and any
remaining amount of distributions will generally be subject to
tax as capital gain. Dividends on Magna Class A Subordinate
Voting Shares will generally be foreign source income for
foreign tax credit limitation purposes and will not be eligible
for a dividends received deduction.

Dividends paid in Canadian dollars will be
includible in income in an amount equal to the United States
dollar value of the dividends (determined at the spot rate on
the date of such payment) regardless of whether the dividends
are converted into United States dollars. United States Holders
generally should not recognize any foreign currency gain or loss
if the Canadian dollars are converted into United States dollars
on the day they are received. If, however, Canadian dollars are
not converted into United States dollars on the day they are
received, any gain or loss resulting from currency exchange
fluctuations from the date the dividends are includible in
income to the date the payment is converted into United States
dollars will be ordinary income or loss. Such currency gain or
loss will generally be income or loss from United States sources
for foreign tax credit limitation purposes.

Certain dividends received by United States
individuals before January 1, 2009 from a qualified foreign
corporation are subject to a maximum Federal income tax rate of
15%. A foreign corporation will generally be considered a
qualified foreign corporation if it is eligible for the benefits
of a comprehensive income tax treaty with the United States that
contains an exchange of information program. The United States
Treasury Department has identified the Canada-United States
Income Tax Treaty as a qualifying treaty. As a result, Magna
should be a qualified foreign corporation. To qualify for the
reduced rate of taxation on dividends, a holder must satisfy
certain holding period and other requirements with respect to
its Magna Class A Subordinate Voting Shares. United States
Holders should consult their tax advisors concerning their
eligibility for the reduced rate of Federal income tax on
dividends on Magna Class A Subordinate Voting Shares.

Distributions paid on the Magna Class A
Subordinate Voting Shares will generally be subject to Canadian
withholding taxes. A United States Holder may be eligible to
claim a credit or deduction for any Canadian withholding tax
paid with respect to distributions from Magna. The calculation
of foreign tax credits and deductions involves the application
of complex rules and limitations that depend upon a
holders particular circumstances. United States Holders
should consult their own tax advisors regarding the availability
of foreign tax credits and deductions for Canadian tax withheld.

35



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##### 



Sale or Other
Disposition of Magna Class A Subordinate Voting
Shares

Upon the sale or exchange of Magna Class A
Subordinate Voting Shares, a United States Holder will recognize
gain or loss in an amount equal to the difference between
(i) the sum of any cash and the fair market value of any
other property received and (ii) such holders
adjusted tax basis in such Magna Class A Subordinate Voting
Shares. Such gain or loss generally will be treated as capital
gain or loss, and as long-term capital gain or loss if the Magna
Class A Subordinate Voting Shares had been held more than
one year at the time of disposition.

For foreign tax credit limitation purposes, gain
or loss recognized on a sale or exchange of Magna Class A
Subordinate Voting Shares will generally be United States source
income. Any gain or loss from currency exchange fluctuations
between the date of the disposition of the Magna Class A
Subordinate Voting Shares and the conversion of the sales
proceeds into United States dollars will be United States source
ordinary income or loss

Passive Foreign
Investment Company Considerations

The Code provides special anti-deferral rules for
certain distributions received by United States persons with
respect to, and sales and other dispositions of, a foreign
corporation that is a PFIC. A foreign corporation is a PFIC for
a particular taxable year if (i) 75% or more of its gross
income for the taxable year is passive income or (ii) 50%
or more of the average value of its assets held during the
taxable year produce or are held for the production of passive
income. For purposes of these tests, passive income generally
includes dividends, interest, rents, royalties, annuities and
gains from assets that produce passive income. In addition, a
foreign corporation is treated as holding directly its
proportionate share of the assets, and receiving directly its
proportionate share of the earnings, of any subsidiary
corporation in which it owns directly or indirectly at least 25%
of the stock, by value. Magna has advised Decoma that Magna does
not believe that it is, nor does it anticipate that it will
become, a PFIC. No assurance can be given, however, that Magna
is not a PFIC or will not be a PFIC in the future. If Magna were
to be treated as a PFIC, a United States Holder could be subject
to adverse United States Federal income tax consequences as a
result of the ownership or disposition of Magna Class A
Subordinate Voting Shares. Those adverse consequences could
differ materially from the consequences described above.
Accordingly, United States Holders are urged to discuss the
applicability and consequences of the PFIC rules with their tax
advisors.

Non-United States Holders

Exchange of Decoma Class A Subordinate
Voting Shares for Magna Class A Subordinate Voting Shares
and/or Cash

In general, a Non-United States Holder will not
be subject to United States federal income tax as a result of
the exchange of Decoma Class A Subordinate Voting Shares
for Magna Class A Subordinate Voting Shares and/or cash
pursuant to the Arrangement unless:



| |   |                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any gain attributable to the Decoma Class A
    Subordinate Voting Shares is effectively connected with the
    Non-United States Holders conduct of a trade or business
    in the United States, and, if required by an applicable income
    tax treaty, the gain is attributable to a permanent
    establishment that such Shareholder maintains in the United
    States; or
|
| |  | the Non-United States Holder is an individual, is
    present in the United States for 183 or more days in the taxable
    year of the Arrangement and certain other conditions exist.                                                                                                                                                                                             

Ownership of Magna Class A Subordinate
Voting Shares

Distributions

Distributions paid out of Magnas current or
accumulated earnings and profits, as determined for United
States Federal income tax purposes, will be dividend income. In
general, a Non-United States Holder will not be subject to
United States Federal income tax (including United States
withholding tax) on dividends on Magna Class A Subordinate
Voting Shares unless the income is effectively connected with
the holders conduct of a trade or business in the United
States or, if required by an applicable income tax treaty, is
attributable to a permanent establishment maintained by the
holder in the United States. A Non-United States Holder that is
taxable as a corporation for United States Federal income tax
purposes might also be subject to a branch profits tax on such
effectively connected dividends at a 30% rate or a lower rate
under an applicable income tax treaty.

36



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##### 



Sale or Other
Disposition of Magna Class A Subordinate Voting
Shares

In general, a Non-United States Holder will not
be subject to United States Federal income tax on any gain
realized on the sale or other disposition of Magna Class A
Subordinate Voting Shares unless (i) the gain is
effectively connected with the holders conduct of a trade
or business in the United States or, if required by an
applicable income tax treaty, is attributable to a permanent
establishment maintained by the holder in the United States or
(ii) if the Non-United States Holder is an individual, the
holder is present in the United States for 183 days or more
during the taxable year of disposition and certain other
conditions exist. A Non-United States Holder that is taxable as
a corporation for United States Federal income tax purposes
might also be subject to a branch profits tax on such
effectively connected gains at a 30% rate or a lower rate under
an applicable income tax treaty.

Information Reporting and Backup
Withholding

Payments of dividends on Magna Class A
Subordinate Voting Shares and the proceeds of disposition of
Decoma Class A Subordinate Voting Shares or Magna
Class A Subordinate Voting Shares that are made within the
United States or through certain U.S. related financial
intermediaries may be required to be reported to the Internal
Revenue Service and may be subject to backup withholding unless
(i) the Shareholder is a corporation or other exempt
recipient, or (ii) the Shareholder provides a taxpayer
identification number or complies with applicable certification
requirements. Non-United States Holders are generally exempt
from the information reporting and backup withholding rules but
may be required to comply with certification requirements to
prove their exemption. The backup withholding rate is currently
28%. Amounts withheld under the backup withholding rules will be
allowed as a refund or credit against a Shareholders
United States Federal income tax liability if the required
information is furnished to the Internal Revenue Service.

In the case of the Arrangement, the 28% backup
withholding rate, if applicable, will apply to all of the
consideration received as part of the Arrangement (i.e., the sum
of the cash received and the fair market value of any Magna
Class A Subordinate Voting Shares received).

TRADING HISTORY OF DECOMA CLASS A SUBORDINATE
VOTING SHARES

The Decoma Class A Subordinate Voting Shares
are listed and posted for trading on the TSX under the trading
symbol DEC.SV.A. The following table sets forth, for
the periods indicated, the reported high and low trading prices
and the aggregate volume of trading of the Decoma Class A
Subordinate Voting Shares on the TSX:

|                        |  |                            |       |  |         |  |       |         |  |  |            | 
|----------------------- |  | -------------------------- | ----- |  | ------- |  | ----- | ------- |  |  | ---------- | 
|                        |  |                           
|                        |  | Class A Subordinate Voting |      
|                        |  | Shares(1)                  |      
|                        |  |                            |      
|Month                   |  | High                       |       |  | Low     |  |       | Volume  | 
|                        |  |                            |       |  |         |  |       |         | 
|                        |  | (Cdn.$)                    |       |  | (Cdn.$) |  |       | (000s) | 
|2004                    |  |                            |       |  |         |  |       |         |  |  |            | 
|January                 |  |                            | 14.00 |  |         |  | 12.86 |         |  |  | 887,608    | 
|February                |  |                            | 13.25 |  |         |  | 11.31 |         |  |  | 2,129,925  | 
|March                   |  |                            | 13.15 |  |         |  | 11.50 |         |  |  | 2,149,220  | 
|April                   |  |                            | 12.78 |  |         |  | 12.02 |         |  |  | 1,298,447  | 
|May                     |  |                            | 12.95 |  |         |  | 11.84 |         |  |  | 1,132,101  | 
|June                    |  |                            | 13.39 |  |         |  | 12.35 |         |  |  | 1,085,105  | 
|July                    |  |                            | 12.65 |  |         |  | 12.00 |         |  |  | 786,302    | 
|August                  |  |                            | 12.70 |  |         |  | 10.66 |         |  |  | 1,022,362  | 
|September               |  |                            | 10.95 |  |         |  | 9.81  |         |  |  | 4,297,789  | 
|October (1-22)          |  |                            | 11.14 |  |         |  | 9.74  |         |  |  | 930,793    | 
|October (25-31)         |  |                            | 13.27 |  |         |  | 11.55 |         |  |  | 10,089,407 | 
|November                |  |                            | 13.80 |  |         |  | 11.66 |         |  |  | 3,833,263  | 
|December                |  |                            | 14.40 |  |         |  | 13.01 |         |  |  | 2,219,683  | 
|2005                    |  |                            |       |  |         |  |       |         |  |  |            | 
|January 1 to January 21 |  |                            | 14.39 |  |         |  | 13.02 |         |  |  | 624,962    | 






|    |                                                            
|--- | -----------------------------------------------------------
|(1) | Source: the Toronto Stock Exchange Trading Data
    website

37



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Magna publicly announced the proposed Arrangement
before the opening of trading on the TSX on October 25,
2004. On October 22, 2004, the last trading day immediately
prior to such public announcement, the closing price of the
Decoma Class A Subordinate Voting Shares on the TSX was
Cdn.$9.95 per share.

INTEREST OF DIRECTORS, SENIOR OFFICERS AND
OTHER INSIDERS OF DECOMA

Affiliation Agreement

The Corporation is party to an affiliation
agreement with Magna that provides for the payment by Decoma of
an affiliation fee. The agreement, which became effective
August 1, 2002, provides for a term of nine years and five
months, expiring on December 31, 2011, and thereafter is
renewable on a year-to-year basis at the parties option.
Affiliation fees payable under the agreement are 1% of
Decomas consolidated net sales (as defined in the
agreement). The agreement provides for a fee holiday on 100% of
consolidated net sales derived from the particular acquisition
in the calendar year in which the acquisition occurs and 50% of
consolidated net sales derived from future business acquisitions
in the first calendar year following the year of acquisition.

Social Fees

Decomas Corporate Constitution specifies
that the Corporation will allocate a maximum of 2% of its profit
before tax to support social and charitable activities. Decoma
fulfils this requirement principally through social and
charitable programs coordinated by Magna on behalf of itself and
its affiliates and accordingly, pays Magna a fee which is
applied for these purposes.

Administrative Services

Magna provides certain management and
administration services to Decoma, including legal,
environmental, immigration, tax, treasury, information systems
and employee relations services in return for a specific amount
negotiated between the Corporation and Magna. In respect of
2003, the aggregate amount paid for such services was
$4.2 million. In respect of 2004, the aggregate amount paid
for such services will be determined as part of the preparation
of the financial statements of Decoma for the year ended
December 31, 2004.

Registration Rights Agreement

The Corporation and Magna are parties to a
registration rights agreement (the Registration Rights
Agreement) pursuant to which Magna may require the
Corporations assistance in selling Decoma Class A
Subordinate Voting Shares held by Magna under an offering by
prospectus in Canada or in the United States. In addition, Magna
has certain rights to participate in offerings of Decoma
Class A Subordinate Voting Shares undertaken by the
Corporation after January 1, 2004, by requiring that up to
35% of the offered shares be comprised of Magnas holdings
of Decoma Class A Subordinate Voting Shares. Magna will
bear all underwriters commissions and discounts associated
with any shares it sells. However, the Corporation will bear the
expenses (other than underwriters commissions and
discounts) associated with the Magna share sales effected under
the Registration Rights Agreement. The Corporation is not
permitted to grant to any person registration rights which are
superior in any fashion to those granted to Magna under the
Registration Rights Agreement without Magnas approval.

Inter-Company Purchases and Leasing
Arrangements

Decomas manufacturing plants buy from and
sell products to Magnas plants on an ongoing basis in the
normal course of their business. As such, Magna is both a
supplier to and customer of Decoma. These transactions typically
are on normal commercial terms. In addition, Decoma leases
facilities from MI Developments Inc. (MID), an
affiliate of Magna. Such leases are typically on normal
commercial terms.

Enhancements to Benefits of Certain Officers
and Directors

Co-incident with the approval of the Arrangement
Agreement and based upon advice received from an independent
human resource consulting firm, the Decoma Board approved
enhancements to the benefits of certain senior officers of
Decoma and the independent directors of Decoma.

The officer enhancements deal with the rights of
certain named officers to receive payments on any termination of
employment without cause (including constructive dismissal of
the named officers) which will not exceed in any case
12 months of salary and bonus. The enhancements provide
rules regarding the method of calculating these payments

38



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##### 



and the manner in which the payments are to be
made. In addition, the enhancements allow for the vesting, on
their existing terms, of unvested options for the named officers
during the notice period established by the enhancements. These
enhancements apply during the 12 month period commencing on
the Effective Time, after which existing termination
arrangements will apply (subject to any subsequently negotiated
arrangements).


The director enhancements provide that all
outside directors of Decoma will be entitled, as of
the Effective Time, to the immediate vesting of unvested Decoma
Options and the right to exercise all of such options during the
12 month period commencing on the Effective Time.

Special Committee

In recognition of the work to be performed by the
independent directors on the Special Committee, the Decoma Board
approved a revised fee structure (in United States dollars) for
the members of the Special Committee, consisting of a Special
Committee Chair retainer of $25,000, a Special Committee member
retainer of $15,000, a meeting attendance fee of either $1,000
or $2,000 depending on the duration of each meeting, a written
resolution fee of $250 and compensation for work days at $2,500
and travel days at $2,000.

EFFECT OF THE ARRANGEMENT ON MARKETS AND
LISTING

On completion of the Arrangement, it is intended
that the Decoma Class A Subordinate Voting Shares will be
delisted from the TSX and NASDAQ and that Decoma will cease to
be a reporting issuer under applicable Canadian securities laws
in each province in which it is a reporting issuer and cease to
be a registrant with the United States Securities and Exchange
Commission. Magna Class A Subordinate Voting Shares trade
on the TSX and the NYSE under the stock symbols
MG.SV.A and MGA, respectively. Magna has
filed applications with the TSX and the NYSE to list the Magna
Class A Subordinate Voting Shares to be issued in
connection with the Arrangement and upon the exercise of Magna
Replacement Options and Amalco Continuing Options. The TSX and
the NYSE have conditionally approved the listing of Magna
Class A Subordinate Voting Shares, subject to the
satisfaction of the customary requirements of the TSX and the
NYSE, respectively.

INFORMATION CONCERNING MAGNA

Magna International Inc.

Magnas operations are conducted through its
global automotive systems groups, as well as corporate and other
ancillary operations. Until August 29, 2003, Magna had
non-automotive operations, which were conducted through Magna
Entertainment Corp.

Automotive Operations

Magna is the most diversified automotive supplier
in the world. Magna designs, develops and manufactures
automotive components, assemblies, modules and systems, and
engineers and assembles complete vehicles. Magnas products
and services are sold primarily to manufacturers of cars and
light trucks in North America, Europe, South America and Asia.
As at September 30, 2004, Magna employed approximately
81,000 employees and operated 219 manufacturing facilities
as well as 49 product development and engineering facilities, in
22 countries.

Magnas manufacturing, product development
and engineering facilities are organized as autonomous operating
divisions. Each division is currently under one of seven
automotive systems groups, three of which, including Decoma, are
publicly traded companies, in which Magna has a controlling
interest through voting securities, and four of which are
organized among Magnas wholly-owned subsidiaries. All
references to the number of manufacturing facilities and/or
product development and engineering facilities operated by a
particular automotive group are as of September 30, 2004.

Public Automotive Systems Group



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Decoma International Inc. Decoma designs, engineers and
    manufactures a variety of automotive exterior components and
    systems, including fascias (bumpers), front and rear end
    modules, plastic body panels, roof modules, exterior trim
    components and systems, sealing and greenhouse systems, and
    lighting components. Decoma operates 52 manufacturing,
    engineering and product development facilities (including one
    multi-group facility) in North America, Europe and Asia.

39



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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Intier Automotive Inc. Intier is a global full service
    supplier and integrator of automotive interior and closure
    components, systems and modules, including cockpit, sidewall,
    overhead and complete seating systems, seat hardware and
    mechanisms, floor carpet and vehicle acoustics, cargo management
    systems, latching systems, window regulator systems, wiper
    systems, power sliding doors and liftgates, mid-door and door
    module technologies and electro-mechanical systems. Intier
    operates 73 manufacturing facilities (including one joint
    venture facility with Magna Steyr) and 15 product development,
    engineering and testing centres (including one joint venture
    facility with Magna Steyr and one multi-group facility) in North
    America, Europe, South America and Asia.
| 
| | Tesma International Inc. Tesma designs, engineers, tests
    and manufactures engine, transmission and fueling components,
    assemblies, modules and systems for cars and light trucks. Tesma
    operates 28 manufacturing facilities in North America, Europe,
    Asia and South America, as well as five focused tooling, design
    and research and development centres supporting its three
    product technologies groups  Tesma Engine
    Technologies, Tesma Transmission Technologies and Tesma Fuel
    Technologies.                                                                                                                                                                                                                                                                                                       

Privatization Proposals

On October 25, 2004, Magna announced that it
had made separate proposals to the respective boards of
directors of Decoma, Intier and Tesma, in each case, to acquire
all the outstanding Class A Subordinate Voting Shares of
each such subsidiary not owned by Magna. In the case of Decoma,
this Circular is being delivered in connection with the proposed
privatization of Decoma. Each proposal, which would be
implemented by way of a court-approved plan of arrangement under
Ontario law, is independent of the others and not conditional on
the completion of the others.

Under those initial proposals, shareholders of
Decoma, Intier and Tesma would receive 0.1453, 0.3847 and 0.4388
(subsequently changed to 0.44 in the case of Tesma) of a Magna
Class A Subordinate Voting Share for each Class A
Subordinate Voting Share of Decoma, Intier and Tesma,
respectively. Based on the initial proposal and the
volume-weighted average trading price of the Magna Class A
Subordinate Voting Shares over the 20 trading days ending
October 22, 2004, being the last trading day prior to the
announcement of the privatization proposals, the total purchase
price for the outstanding Class A Subordinate Voting Shares
of each subsidiary not owned by Magna is approximately Cdn.$300
million, Cdn.$250 million and Cdn.$700 million for
each of Decoma, Intier and Tesma, respectively, or a combined
total of approximately Cdn.$1.3 billion. Based on the
volume-weighted average trading price of the Magna Class A
Subordinate Voting Shares over the 20 trading days ending
October 22, 2004, the total purchase price would be
satisfied by the issuance of approximately 13.9 million Magna
Class A Subordinate Voting Shares, in the event
shareholders of the subsidiaries receive only share
consideration, or approximately 7.1 million Magna
Class A Subordinate Voting Shares and Cdn.$625 million
in cash, in the event shareholders of the subsidiaries elect to
receive the maximum amount of cash consideration offered under
the proposals.

In addition to the purchase price, Magna would
assume responsibility for the existing stock option agreements
of Decoma, Intier and Tesma. If all existing stock options were
exercised, a maximum of 2.4 million Magna Class A
Subordinate Voting Shares would be issued over the life of the
option agreements at a weighted average exercise price of
approximately Cdn.$61.00.

Wholly-Owned Automotive Systems
Groups



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Magna
    Steyr Magna Steyr is the
    automotive industrys leading assembler of low-volume
    derivative, specialty and other vehicles for automobile
    manufacturers. Magna Steyr also provides complete vehicle
    design, engineering, validation and testing services. Magna
    Steyr operates five manufacturing and assembly facilities
    (including one joint venture facility with Intier and seven
    engineering and testing facilities (including one joint venture
    facility with Intier and one multi-group facility) in Europe,
    North America and Asia.
| 
| | Magna
    Drivetrain Magna
    Drivetrain, which was formed in early 2004, is one of the
    worlds most advanced developers and suppliers of complete
    drivetrain technologies, including four-wheel and all-wheel
    drive systems, as well as axle and suspension modules. Magna
    Drivetrain operates six manufacturing facilities and two
    engineering and testing facilities in Europe and North America.                                                                                                                                                             
| 
| | Magna
    Donnelly Magna Donnelly
    manufactures exterior and interior mirror, interior lighting and
    engineered glass systems, including advanced electronics. Magna
    Donnelly operates 25 manufacturing facilities and three
    engineering and testing facilities in North America, Europe and
    Asia.                                                                                                                                                                                                                                                                  

40



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|  |                                                                                                                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cosma
    International Cosma
    International manufactures a comprehensive range of stamped,
    hydroformed and welded metal body components, assemblies and
    modules. Cosma International operates 37 manufacturing
    facilities and 10 engineering and testing facilities in North
    America, Europe and Asia.

For financial reporting purposes, Magna
Steyrs results and Magna Drivetrains results are
reported as one financial reporting segment, and Magna
Donnellys results and Cosma Internationals results
are reported in Magnas Other Automobile
Operations financial reporting segment.

Customers

In North America, Magnas primary customers
are the big three North American automobile
manufacturers and their North American operating divisions and
subsidiaries, which are General Motors (including Isuzu and
Suzuki), DaimlerChrysler (including Mitsubishi) and Ford
(including Mazda). Magnas North American customers also
include certain North American subsidiaries of foreign-based
automobile manufacturers, such as Honda, BMW, Toyota, Volkswagen
and Nissan. Magnas North American consolidated production
sales accounted for approximately 55% and 58% of its
consolidated sales for each of fiscal 2003 and fiscal 2002,
respectively. Magnas North American consolidated
production sales accounted for approximately 48% and 56% of its
consolidated sales for each of the nine-month periods ended
September 30, 2004 and 2003, respectively.

In Europe, Magnas customers include most of
the significant automobile manufacturers, such as
DaimlerChrysler (including Mitsubishi), General Motors and its
European affiliates (including Opel and Saab), Ford and its
European affiliates (including Jaguar, Volvo and Land Rover),
BMW, Volkswagen (including Audi, Skoda and SEAT), Renault/
Nissan, Fiat, Toyota and Honda. Magnas European
consolidated production and assembly sales accounted for
approximately 35% and 30% of its consolidated sales for fiscal
2003 and fiscal 2002, respectively, and have increased,
principally through acquisitions and also through internal
growth, from $79 million in fiscal 1993 to approximately
$5.4 billion in fiscal 2003. Magnas European
consolidated production and assembly sales accounted for
approximately 45% and 35% of its consolidated sales for each of
the nine-month periods ended September 30, 2004 and 2003,
respectively.

Worldwide sales to DaimlerChrysler, General
Motors and Ford represented approximately 28%, 24% and 19%,
respectively, of Magnas consolidated sales in fiscal 2003.

Non-Automotive Operations

Until August 29, 2003, Magna had
non-automotive operations, which were conducted through Magna
Entertainment Corp. (MEC). MEC is North
Americas number one owner and operator of thoroughbred
racetracks, based on revenues, and one of the worlds
leading suppliers, via simulcasting, of live racing content to
the growing inter-track, off-track and account wagering markets.
Magna transferred its controlling equity interest in MEC to MID
in connection with the reorganization and subsequent spin-off of
MID. Since the spin-off transaction, Magna no longer has any
significant non-automotive operations.

Details of Magna Class A Subordinate
Voting Shares and Magna Class B Shares

Magnas authorized share capital consists of
an unlimited number of Magna Class A Subordinate Voting
Shares, 1,412,341 Magna Class B Shares and 99,760,000
Magna Preference Shares, issuable in series, all with no par
value. As of January 13, 2005, a total of
95,850,376 Magna Class A Subordinate Voting Shares and
1,093,983 Magna Class B Shares were outstanding. No
Magna Preference Shares are issued or outstanding.

The following is a brief description of the
significant attributes of Magnas authorized share capital
and is qualified in its entirety by reference to the detailed
provisions in Magnas charter documents. The attributes of
the Magna Class A Subordinate Voting Shares, Magna
Class B Shares and Magna Preference Shares are set out in
Magnas charter documents, which includes Magnas
Corporate Constitution.

Magna Class A Subordinate Voting
Shares

The holders of Magna Class A Subordinate
Voting Shares are entitled:



| |   |                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to one vote for each Magna Class A
    Subordinate Voting Share held (together with the holders of
    Magna Class B Shares, which are entitled to vote at such
    meetings on the basis of 500 votes per Magna Class B
    Share held) at all meetings of Magna shareholders, other than
    meetings of the holders of another class or series of shares;

41



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##### 





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to receive, on a pro rata basis with the holders
    of Magna Class B Shares, any dividends (except for stock
    dividends) that may be declared by Magnas board of
    directors, subject to the preferential rights attaching to
    shares ranking in priority to Magna Class A Subordinate
    Voting Shares and Magna Class B Shares; and                                                                                                                                                                                                                         
|
| |  | to receive, after the payment of Magnas
    liabilities and subject to the rights of the holders of Magna
    shares ranking in priority to Magna Class A Subordinate
    Voting Shares and Magna Class B Shares, on a pro rata basis
    with the holders of Magna Class B Shares, all Magna
    property and net assets available for distribution in the event
    of a liquidation, dissolution or winding-up, whether voluntary
    or involuntary, or any other distribution of assets among Magna
    shareholders for the purpose of winding-up Magnas affairs.

Under present law, any offer to purchase Magna
Class B Shares, whether by way of a public offer or private
transaction and regardless of the offered price, would not
necessarily result in an offer to purchase Magna Class A
Subordinate Voting Shares. Accordingly, holders of Magna
Class A Subordinate Voting Shares do not have a right to
participate if a takeover bid is made for Magna Class B
Shares.

Magna Class B Shares

The holders of Magna Class B Shares are
entitled:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to 500 votes for each Magna Class B Share
    held (together with the holders of Magna Class A
    Subordinate Voting Shares, which are entitled to vote at such
    meetings on the basis of one vote per Magna Class A
    Subordinate Voting Share held) at all meetings of Magna
    shareholders, other than meetings of the holders of another
    class or series of shares;                                                                                                                                                                                                                     
|
| |  | to receive, on a pro rata basis with the holders
    of Magna Class A Subordinate Voting Shares, any dividends
    (except for stock dividends) that may be declared by the Magna
    board of directors, subject to the preferential rights attaching
    to shares ranking in priority to Magna Class B Shares and
    Magna Class A Subordinate Voting Shares;                                                                                                                                                                                                                                       
|
| |  | to receive, after the payment of all Magnas
    liabilities and subject to the rights of the holders of Magna
    shares ranking in priority to Magna Class B Shares and
    Magna Class A Subordinate Voting Shares, on a pro rata
    basis with the holders of Magna Class A Subordinate Voting
    Shares, all Magna property and net assets available for
    distribution in the event of a liquidation, dissolution or
    winding-up, whether voluntary or involuntary, or any other
    distribution of assets among Magna shareholders for the purpose
    of winding-up Magnas affairs; and
|
| |  | to convert Magna Class B Shares into Magna
    Class A Subordinate Voting Shares, on a one-for-one basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Auditors, Transfer Agent and
Registrar

The auditors of Magna are Ernst & Young
LLP.

The transfer agent and registrar for the Magna
Class A Subordinate Voting Shares and Magna Class B
Shares is Computershare Trust Company of Canada, at its
principal offices in Toronto, Ontario. The co-transfer agent and
co-registrar for the Magna Class A Subordinate Voting
Shares in the United States is Computershare Trust Company,
Inc., at its offices in Golden, Colorado.

Documents Incorporated by Reference

The following documents of Magna filed with the
Ontario Securities Commission or similar regulatory authority in
each of the provinces and territories of Canada are specifically
incorporated by reference in this Circular:



| |     |                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | material change report of Magna dated
    October 29, 2004 relating to the proposed Arrangement and
    Magnas proposed privatization transactions involving
    Intier and Tesma;                              
|
| | (b) | managements discussion and analysis for the
    period ended September 30, 2004;                                                                                                                                
|
| | (c) | unaudited interim consolidated financial
    statements of Magna and the notes thereto contained in the
    interim report to the shareholders for the three and nine-month
    periods ended September 30, 2004;
|
| | (d) | material change report of Magna dated
    August 20, 2004 relating to the announcement that Mark
    Hogan had joined Magna as President;                                                                        

42



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##### 





| |     |                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) | material change report of Magna dated
    May 17, 2004 relating to the announcement by Magna and
    DaimlerChrysler Corporation that they had signed an agreement by
    which Magna would acquire the worldwide operations of
    DaimlerChrysler Corporations wholly-owned subsidiary, New
    Venture Gear, Inc.;                                                              
|
| | (f) | annual information form of Magna dated
    May 17, 2004;                                                                                                                                                                                                                                                                                                                            
|
| | (g) | management information circular of Magna dated
    March 26, 2004 relating to the annual meeting of
    shareholders of Magna held on May 6, 2004, other than the
    sections entitled Corporate Governance and Compensation
    Committee, Report on Executive Compensation,
    Shareholder Performance Review Graph and
    Statement of Corporate Governance Practices;
|
| | (h) | material change report of Magna dated
    January 20, 2004 relating to the resignation of
    Ms. Belinda Stronach as President and Chief Executive
    Officer and as a director of Magna and the appointment of
    Mr. Frank Stronach as Interim President;                                                                                                                      
|
| | (i) | managements discussion and analysis for the
    year ended December 31, 2003; and                                                                                                                                                                                                                                                                                                  
|
| | (j) | audited annual consolidated financial statements
    of Magna and the notes thereto for each of the years ended
    December 31, 2003 and December 31, 2002.*                                                                                                                                                                                                                       

Any documents of Magna of the type referred to
above (excluding confidential material change reports) filed
with a securities commission or similar regulatory authority in
Canada on or after the date of this Circular and prior to the
Meeting will also be deemed to be incorporated by reference into
this Circular.

Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of
this Circular to the extent that a statement contained herein,
or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or
supersedes that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Circular.





---

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | In December 2003, the Canadian Institute of
    Chartered Accountants issued Handbook Section 3110,
    Asset Retirement Obligations, which establishes the
    standards for the recognition, measurement and disclosure of
    asset retirement obligations and the related asset retirement
    costs. Magna adopted these new recommendations effective
    January 1, 2004 on a retroactive basis. The retroactive
    changes to Magnas consolidated balance sheet as at
    December 31, 2003 are disclosed in note 2(b) of the
    notes to Magnas unaudited interim consolidated financial
    statements contained in the interim report to shareholders for
    the three and nine-month periods ended September 30, 2004.
    The retroactive changes to Magnas consolidated balance
    sheet as at December 31, 2002 are not materially different
    than the December 31, 2003 changes. The impact of this
    accounting policy change on reported net income for the years
    ended

December 31, 2003 and 2002 was not material.

43



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##### 



ADDITIONAL INFORMATION REGARDING
DECOMA 

DOCUMENTS INCORPORATED BY REFERENCE


The following documents of Decoma filed with the
Ontario Securities Commission or similar regulatory authority in
each of the provinces and territories of Canada are specifically
incorporated by reference in this Circular:



| |     |                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | material change report of Decoma dated
    January 21, 2005 in respect of the execution of the
    Arrangement Agreement by Decoma and Magna and fourth quarter
    losses at certain of Decomas European facilities;                                                                                                        
|
| | (b) | material change report of Decoma dated
    November 5, 2004 in respect of the proposal received by
    Decoma from Magna to effect the Arrangement;                                                                                                                                                                           
|
| | (c) | managements discussion and analysis of
    results of operations and financial position for the three and
    nine month periods ended September 30, 2004;                                                                                                                                                                   
|
| | (d) | unaudited interim consolidated financial
    statements of the Corporation and the notes thereto contained in
    the interim report to the shareholders for the three and
    nine-month periods ended September 30, 2004;                                                                                                   
|
| | (e) | annual information form of Decoma dated
    May 19, 2004;                                                                                                                                                                                                                                                                     
|
| | (f) | management information circular/proxy statement
    of Decoma dated April 5, 2004 relating to the annual
    meeting of shareholders of Decoma held on May 3, 2004,
    other than sections entitled Compensation and Corporate
    Governance Committee Report on Executive Compensation and
    Share Performance Graph;
|
| | (g) | managements discussion and analysis of
    results of operations and financial position for the year ended
    December 31, 2003; and                                                                                                                                                                                        
|
| | (h) | audited annual consolidated financial statements
    of Decoma and the notes thereto for each of the years ended
    December 31, 2003 and December 31, 2002.*                                                                                                                                                                

Any documents of Decoma of the type referred
to above (excluding confidential material change reports) filed
with a securities commission or similar regulatory authority in
Canada on or after the date of this Circular and prior to the
Meeting will also be deemed to be incorporated by reference into
this Circular.

Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of
this Circular to the extent that a statement contained herein,
or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or
supersedes that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Circular.

AVAILABILITY OF PUBLIC DISCLOSURE
DOCUMENTS

Copies of the documents incorporated by reference
in this Circular under the headings Information Concerning
Magna  Documents Incorporated by Reference and
Additional Information Regarding Decoma 
Documents Incorporated by Reference may be obtained on
request without charge from the Secretary of Magna or the
Secretary of Decoma, as the case may be, or by accessing the
disclosure documents available through the Internet on the
Canadian System for Electronic Document Analysis and Retrieval
(SEDAR) at www.sedar.com.

DECOMA EXECUTIVE COMPENSATION
INFORMATION

Information pertaining to Decomas executive
compensation, and, in particular, as described in Decomas
management information circular/proxy statement filed
April 5, 2004 on SEDAR (from and including
Compensation of Directors and Executive Officers on
page 8 to and including Shareholder Performance
Review Graph on page 15) and in note 15 to
Decomas audited annual consolidated financial statements
for each of the years ended December 31, 2003 and
December 31, 2002, is incorporated by reference in this
Circular.





---

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | In December 2003, the Canadian Institute of
    Chartered Accountants issued Handbook Section 3110,
    Asset Retirement Obligations, which establishes the
    standards for the recognition, measurement and disclosure of
    asset retirement obligations and the related asset retirement
    costs. Decoma adopted these new recommendations effective
    January 1, 2004 on a retroactive basis. The retroactive
    changes to Decomas consolidated balance sheet as at
    December 31, 2003 are disclosed in note 5 of the notes
    to Decomas unaudited interim consolidated financial
    statements contained in the interim report to shareholders for
    the three and nine-month periods ended September 30, 2004.
    The retroactive changes to Decomas consolidated balance
    sheet as at December 31, 2002 are not materially different
    than the December 31, 2003 changes. The impact of this
    accounting policy change on reported net income for the years
    ended December 31, 2003 and 2002 was not material.

44



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##### 



INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS
AND SENIOR OFFICERS

None of the current or former directors,
executive officers, senior officers or employees of the
Corporation or its subsidiaries, nor any associates of such
persons, were indebted at any time during fiscal 2004, to the
Corporation or its subsidiaries in connection with the purchase
of securities of the Corporation or its subsidiaries. As of the
Record Date, the aggregate amount of indebtedness to the
Corporation or its subsidiaries incurred other than in
connection with the purchase of securities of the Corporation or
its subsidiaries, excluding routine indebtedness, was nil in the
case of employees of the Corporation and its subsidiaries.
Excluding routine indebtedness, as of the Record Date, none of
the current or former directors, executive officers and senior
officers of the Corporation, nor any associates of such persons,
were indebted to the Corporation or its subsidiaries.

AUDITORS, TRANSFER AGENT AND
REGISTRAR

The auditors of the Corporation are
Ernst & Young LLP.

The transfer agent and registrar for the Decoma
Class A Subordinate Voting Shares is Computershare Trust
Company of Canada at its principal offices in Toronto, Ontario.

LEGAL MATTERS

Torys LLP, Canadian and U.S. legal counsel to
Decoma, has advised Decoma with respect to certain legal matters
disclosed in this Circular. Stikeman Elliott LLP has advised the
Special Committee with respect to certain Canadian legal matters
relating to the Arrangement, including the Arrangement Agreement
and the Plan of Arrangement.

As at the date of this Circular, partners and
associates of Torys LLP and Stikeman Elliott LLP, respectively,
owned beneficially, directly or indirectly, less than 1% of the
Decoma Class A Subordinate Voting Shares.

DIRECTORS AND OFFICERS LIABILITY
INSURANCE

The Corporation participates with Magna in the
purchase of directors and officers liability
insurance, which provides, among other things, coverage for
executive liability of up to $295 million per occurrence
and in the aggregate for all claims made during each year of the
applicable policy period (currently August 1, 2004 to
August 1, 2005) for directors and officers of the
Corporation and its affiliates (including Magna), subject to a
$5 million aggregate deductible for securities claims and a
$1 million aggregate deductible for all other claims for
executive indemnification. This policy does not provide coverage
for losses arising from the breach of fiduciary responsibilities
under statutory or common law or from the violation or
enforcement of pollution laws and regulations. Decomas
allocation of the premium payable for the executive
indemnification portion of this insurance policy is Cdn.$678,865
for the August 1, 2004 to August 1, 2005 policy period.

OTHER BUSINESS

Management is not aware of any amendments or
variations to matters identified in the Notice or of any other
matters that are to be presented for action to the Meeting,
other than those described in the Notice.

45



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##### 



AUDITORS CONSENT

We have read the Decoma International Inc.
(Decoma) management information circular/proxy
statement (the Circular) dated January 28, 2005
relating to the Arrangement (as defined in the Circular). We
have complied with Canadian generally accepted standards for an
auditors involvement with offering documents.

We consent to the incorporation by reference in
the Circular of (i) our report dated February 12, 2004
to the shareholders of Decoma on the consolidated balance sheets
of Decoma as at December 31, 2003 and 2002 and the
consolidated statements of income and retained earnings and cash
flows for each of the years in the three-year period ended
December 31, 2003, and (ii) our report dated
February 26, 2004 to the shareholders of Magna
International Inc. (Magna) on the consolidated
balance sheets of Magna as at December 31, 2003 and 2002
and the consolidated statements of income, retained earnings and
cash flows for each of the years in the three-year period ended
December 31, 2003.



|                 |                           
|---------------- | --------------------------
|Toronto, Ontario | (Signed) ERNST & YOUNG LLP

|                 |                      
|---------------- | ---------------------
|January 28, 2005 | Chartered Accountants

46



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##### 



CONSENT OF SCOTIA CAPITAL INC.

DATED at Toronto, Ontario, Canada this 28th day
of January, 2005.

To: The Board of Directors of

DECOMA INTERNATIONAL INC.
(Decoma)


We refer to the valuation and fairness opinion
dated January 13, 2005 (the Valuation and Fairness
Opinion), which we prepared for the Special Committee of
Decomas Board of Directors for the Arrangement (as defined
in Decomas Management Information Circular/ Proxy
Statement dated January 28, 2005). We consent to the filing
of the Valuation and Fairness Opinion with the Ontario and
Quebec securities commissions (and other applicable securities
regulatory authorities) and the inclusion of the Valuation and
Fairness Opinion, and all references thereto, in this document.

(Signed) SCOTIA CAPITAL INC.

CONSENT OF TORYS LLP

DATED at Toronto, Ontario, Canada this 28th day
of January, 2005.

To: The Board of Directors of

DECOMA INTERNATIONAL INC.


We consent to the inclusion of our name and
opinions in the sections entitled Certain Canadian
Federal Income Tax Considerations and Certain
U.S. Federal Income Tax Considerations in this
document.



| |                   
| | ------------------
| | (Signed) TORYS LLP

47



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##### 



APPROVAL AND CERTIFICATE

The contents and mailing of this Circular have
been approved by the Decoma Board. This Circular contains no
untrue statement of a material fact and does not omit to state a
material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances
in which it was made. Decoma has no knowledge of any material
information concerning Magna, or concerning the Magna
Class A Subordinate Voting Shares, that has not been
generally disclosed.

DATED at Concord, Ontario on January 28,
2005.

|                                                                         |  |                                                                                                                                                  
|------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|By: (Signed) ALAN J.
    POWER
    President and Chief Executive Officer |  | ----------------------------------------------
    By: (Signed) S. RANDALL SMALLBONE
    Executive Vice-President and
    Chief Financial Officer

On behalf of the Decoma Board

|                                              |  |                                                                                                 
|--------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|By: (Signed) FRANK E.
    MACHER
    Director |  | ----------------------------------------------
    By: (Signed) JENNIFER J. JACKSON
    Director

48



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##### 



EXHIBIT A

ARRANGEMENT RESOLUTION


BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | the plan of arrangement (the
    Arrangement) under section 182 of the Business
    Corporations Act(Ontario) involving Decoma International
    Inc. (Decoma), the full text of which is attached as
    Exhibit C to the Management Information Circular/ Proxy
    Statement (the Circular) of Decoma dated
    January 28, 2005, as the same may be or may have been
    modified or amended, is hereby authorized, approved and adopted;                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|2. | notwithstanding that this resolution has been
    passed by the Shareholders (as defined in the Circular) or that
    the Arrangement has been approved by the Ontario Superior Court
    of Justice, the directors of Decoma are hereby authorized and
    empowered without further notice to, or approval of, the
    Shareholders (i) to amend the arrangement agreement entered
    into between Decoma and Magna International Inc. on
    January 13, 2005 (the Arrangement
    Agreement) or the Plan of Arrangement to the extent
    permitted by the Arrangement Agreement, and (ii) subject to
    the terms of the Arrangement Agreement, not to proceed with the
    Arrangement; and                                                                                                                                                  
|  
|3. | any one or more officers of Decoma is/are hereby
    authorized and directed for and on behalf of Decoma and whether
    under the corporate seal of Decoma or otherwise to execute and
    to deliver Articles of Arrangement, all such other agreements,
    instruments, certificates, amendments and other documents and to
    perform or cause to be performed all such other acts and things
    as such officer(s) may determine to be required, necessary or
    desirable in order to implement the Arrangement or otherwise
    give effect to the foregoing resolutions and the matters
    authorized hereby, and the execution of any such agreement,
    instrument, certificate, amendment or other document or the
    performance of any such act or thing shall be conclusive
    evidence of such determination by such officer(s).

A-1



---



##### 



EXHIBIT B

ARRANGEMENT AGREEMENT


MAGNA INTERNATIONAL INC.

and

DECOMA INTERNATIONAL INC.



---

ARRANGEMENT AGREEMENT

January 13, 2005



---

B-1



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##### 



TABLE OF CONTENTS

|          |                                |                                              |  |      |      | 
|--------- | ------------------------------ | -------------------------------------------- |  | ---- | ---- | 
|ARTICLE 1 |                                |                                              |  |     
|          | INTERPRETATION                 |                                              |  | B-4  |     
|          |                                | 1.1 Definitions                              |  |      | B-4  | 
|          |                                | 1.2 Currency                                 |  |      | B-6  | 
|          |                                | 1.3 Sections and Headings                    |  |      | B-6  | 
|          |                                | 1.4 Interpretation                           |  |      | B-6  | 
|          |                                | 1.5 Entire Agreement                         |  |      | B-6  | 
|          |                                | 1.6 Time of Essence                          |  |      | B-6  | 
|          |                                | 1.7 Applicable Law                           |  |      | B-6  | 
|          |                                | 1.8 Severability                             |  |      | B-6  | 
|          |                                | 1.9 Successors and Assigns                   |  |      | B-6  | 
|          |                                | 1.10 Amendment and Waivers                   |  |      | B-6  | 
|          |                                | 1.11 Business Day                            |  |      | B-7  | 
|          |                                | 1.12 Exhibits and Schedules                  |  |      | B-7  | 
|ARTICLE 2 |                                |                                              |  |     
|          | THE ARRANGEMENT                |                                              |  | B-7  |     
|          |                                | 2.1 Plan of Arrangement                      |  |      | B-7  | 
|          |                                | 2.2 Implementation Steps by Decoma           |  |      | B-7  | 
|          |                                | 2.3 Decoma Circular and Meeting              |  |      | B-8  | 
|          |                                | 2.4 Interim and Final Orders                 |  |      | B-8  | 
|          |                                | 2.5 Securities Compliance                    |  |      | B-8  | 
|          |                                | 2.6 Preparation of Filings                   |  |      | B-9  | 
|          |                                | 2.7 Fiduciary Duties                         |  |      | B-9  | 
|ARTICLE 3 |                                |                                              |  |     
|          | REPRESENTATIONS AND WARRANTIES |                                              |  | B-9  |     
|          |                                | 3.1 Representations and Warranties of Decoma |  |      | B-9  | 
|          |                                | 3.2 Representations and Warranties of Magna  |  |      | B-11 | 
|          |                                | 3.3 Materiality                              |  |      | B-13 | 
|          |                                | 3.4 Expiry of Representations and Warranties |  |      | B-13 | 
|ARTICLE 4 |                                |                                              |  |     
|          | COVENANTS                      |                                              |  | B-13 |     
|          |                                | 4.1 Covenants of Decoma                      |  |      | B-13 | 
|          |                                | 4.2 Covenants of Magna                       |  |      | B-14 | 
|          |                                | 4.3 Implementation                           |  |      | B-16 | 
|          |                                | 4.4 Amalco Continuing Options                |  |      | B-16 | 
|ARTICLE 5 |                                |                                              |  |     
|          | CLOSING CONDITIONS             |                                              |  | B-16 |     
|          |                                | 5.1 Conditions in Favour of Decoma           |  |      | B-16 | 
|          |                                | 5.2 Conditions in favour of Magna            |  |      | B-17 | 
|ARTICLE 6 |                                |                                              |  |     
|          | TERMINATION                    |                                              |  | B-18 |     
|          |                                | 6.1 Termination                              |  |      | B-18 | 
|          |                                | 6.2 Remedies                                 |  |      | B-19 | 
|          |                                | 6.3 Expenses                                 |  |      | B-19 | 
|ARTICLE 7 |                                |                                              |  |     
|          | CLOSING ARRANGEMENTS           |                                              |  | B-19 |     
|          |                                | 7.1 Closing                                  |  |      | B-19 | 

B-2



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##### 



|          |               |                              |  |      |      | 
|--------- | ------------- | ---------------------------- |  | ---- | ---- | 
|ARTICLE 8 |               |                              |  |     
|          | MISCELLANEOUS |                              |  | B-20 |     
|          |               | 8.1 Notices                  |  |      | B-20 | 
|          |               | 8.2 Certain U.S. Tax Matters |  |      | B-20 | 
|          |               | 8.3 Counterparts             |  |      | B-21 | 

B-3



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##### 



ARRANGEMENT AGREEMENT

THIS AGREEMENTmade
the 13th day of January, 2005.

B E T W E E N:

| |  |                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------
| |  | MAGNA INTERNATIONAL
    INC., a corporation existing under the
    laws of the Province of Ontario, 
|
| |  | (hereinafter referred to as
    Magna),                                                           
|
| |  | -and -                                                                                              
|
| |  | DECOMA INTERNATIONAL
    INC., a corporation existing under the
    laws of the Province of Ontario,
|
| |  | (hereinafter referred to as
    Decoma).                                                          

WITNESSES THATin
consideration of the respective covenants, agreements,
representations and warranties of the Parties hereinafter
contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each
Party, the Parties agree as follows:

ARTICLE 1

INTERPRETATION


1.1 Definitions.

For the purposes of this Agreement (including the
schedules hereto), unless the context otherwise requires,
capitalized terms not otherwise defined below have the
respective meanings ascribed thereto in the Plan of Arrangement
and the following terms have the respective meanings set out
below with grammatical variations having corresponding meanings:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Agreementmeans this agreement, including all exhibits and schedules
    hereto, and all amendments or restatements as permitted
    hereunder;                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Applicable
    Lawsmeans all applicable
    federal, provincial, state, municipal and local statutes, laws,
    by-laws, regulations, ordinances, orders, enactments, directives
    and rules and all injunctions, decisions, directives, judgments
    and orders of any Governmental Entity having jurisdiction in
    respect of a particular matter and all amendments thereto as of
    the Effective Time and which have the force of law in any
    jurisdiction in which Magna or any member of the Decoma Group
    conducts business;
|
| | authorized
    officersmeans, in the case of
    Magna: Vincent J. Galifi, J. Brian Colburn and Jeffrey
    O. Palmer; and, in the case of Decoma: Alan J. Power,
    R. David Benson and S. Randall Smallbone;                                                                                                                                                                                                                                                                                                                                 
|
| | Business
    Daymeans any day on which
    commercial banks are generally open for business in Toronto,
    Ontario and New York, New York, other than a Saturday, a Sunday
    or a day observed as a holiday in Toronto, Ontario or New York,
    New York under Applicable Laws;                                                                                                                                                                                                                                                             
|
| | Contractmeans any agreement, contract, lease, licence, permit,
    franchise, purchase order, commitment, engagement, option,
    indenture, mortgage, deed, instrument or other legally binding
    obligation, whether written, oral or implied;                                                                                                                                                                                                                                                                                              
|
| | Decoma
    Assetsmeans all the property
    and assets owned or leased by any member of the Decoma Group,
    whether real or personal, tangible or intangible;                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Decoma
    Businessmeans the business and
    operations currently carried on by the Decoma Group;                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Decoma Business
    Planmeans, for any financial
    year, the business plan for such financial year forming part of
    the three year business plan presented to, and approved by,
    Decomas board of directors, together with the capital
    expenditures budget for such financial year as separately
    approved by Decomas board of directors, in each case as
    may be reviewed and/or updated throughout the course of the
    applicable financial year in presentations made to Decomas
    board of directors;              

B-4



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Decoma
    Circularmeans the management
    information circular/proxy statement, including all schedules
    and exhibits thereto and any amendments or supplements made
    thereto in accordance with this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Decoma Convertible Debenturesmeans the Cdn$100 million 6.5%
    unsecured subordinated convertible debentures of Decoma due
    March 31, 2010;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | Decoma
    Groupmeans Decoma and its
    Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | Decoma Material
    Contractmeans any Contract to
    which any member of the Decoma Group is a party or by which any
    member of the Decoma Group is bound that is material to the
    business, operations or prospects of the Decoma Group taken as a
    whole;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Decoma Minority
    Shareholdersmeans all Decoma
    Shareholders, excluding Magna and its Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Encumbrancemeans any lien, charge, hypothec, pledge, mortgage, title
    retention agreement, security interest, option, adverse claim or
    other encumbrance, or any Contract to create any of the
    foregoing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Magna Material
    Contractmeans any Contract to
    which Magna or any of its Subsidiaries (excluding any member of
    the Decoma Group) is a party or by which Magna or any of its
    Subsidiaries (excluding any member of the Decoma Group) is bound
    that is material to the business, operations or prospects of
    Magna and its Subsidiaries taken as a whole;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Material Adverse
    Effect, in respect of a Party,
    means any matter, event or occurrence that: (i) has
    materially adversely affected or would reasonably be expected to
    materially adversely affect the business, financial condition or
    prospects of that Party and its Subsidiaries, taken as a whole;
    (ii) has materially impaired or would reasonably be
    expected to materially impair the ability of such Party to
    conduct its business in the ordinary course; or
    (iii) prevents or would reasonably be expected to prevent
    or significantly delay the completion of the Arrangement or the
    Partys ability to perform its obligations under this
    Agreement, provided that none of the following shall constitute
    a Material Adverse Effect: (a) matters, events or
    occurrences in general political, financial or economic
    conditions, industry trends and similar matters that generally
    affect the economy in the markets in which that Party and its
    Subsidiaries do business or the securities markets in Canada or
    the United States or the industry in which that Party and its
    Subsidiaries compete and which do not have a materially
    disproportionate adverse effect on that Party and its
    Subsidiaries, taken as a whole; (b) matters, events or
    occurrences resulting from the announcement or implementation of
    the transaction contemplated by this Agreement and the
    going-private transactions of Intier Automotive Inc. and Tesma
    International Inc. announced by Magna on October 25, 2004;
    and (c) matters, events or occurrences publicly disclosed
    or disclosed in writing by that Party to an authorized officer
    of the other Party prior to the execution of this Agreement;
|
| | Outside
    Datemeans May 31, 2005 or
    such later date as may be mutually agreed from time to time by
    the Parties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | Partymeans a signatory to this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | personincludes any individual, firm, partnership, limited partnership,
    joint venture, venture capital fund, limited liability company,
    unlimited liability company, association, trust, trustee, heir,
    executor, administrator, legal personal representative, estate,
    group, body corporate, corporation, unincorporated association
    or organization, Governmental Entity, syndicate or other entity,
    whether or not having legal status;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | Plan of
    Arrangementmeans the plan of
    arrangement substantially in the form annexed hereto as
    Exhibit A and any amendments or variations made thereto in
    accordance with this Agreement or such plan of arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | Policy
    Q-27means Policy Statement
    Q-27: Protection of minority securityholders in the course of
    certain transactionsof the Autorité des marchés
    financiers du Québec;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Pre-Effective Date
    Periodmeans the period from the
    date of this Agreement to the Effective Time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Rule 61-501means Rule 61-501  Insider Bids, Issuer Bids,
    Business Combinations and Related Party Transactionsof the
    Ontario Securities Commission;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | Securities
    Actmeans the Securities Act(Ontario), as now in effect and as it may be amended from
    time to time prior to the Effective Time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

B-5



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##### 





| |                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Subsidiarymeans, in respect of a Party, a subsidiary (as that term is
    defined in the OBCA as now in effect) of that Party and any
    other person in which such Party has a direct or indirect
    controlling interest or a joint-controlling interest; and                                                                                         
|
| | Valuation and Fairness
    Opinionmeans the formal
    valuation in respect of the Arrangement prepared in accordance
    with Rule 61-501 and Policy Q-27 and the fairness
    opinion in the form delivered by Scotia Capital Inc. to the
    special committee of Decomas board of directors, as
    described in and appended to the Decoma Circular.

1.2 Currency.

Unless otherwise indicated, all dollar amounts in
this Agreement are expressed in Canadian funds.

1.3 Sections and Headings.

The division of this Agreement into Articles and
Sections, the insertion of headings and the inclusion of a table
of contents are for reference purposes only and shall not affect
the interpretation of this Agreement. Unless otherwise
indicated, any reference in this Agreement to an Article, a
Section, a Schedule or an Exhibit refers to the specified
Article or Section of, or Schedule or Exhibit to, this Agreement.

1.4 Interpretation.

In this Agreement, words importing the singular
number only shall include the plural and vice versaand
words importing gender shall include all genders. Wherever the
word include or any grammatical variation appears in
this Agreement, it shall be deemed to be followed by the phrase
without limitation.

1.5 Entire Agreement.

This Agreement, together with the documents to be
delivered pursuant to this Agreement, constitutes the entire
agreement between the Parties concerning the Arrangement and
supersedes all prior agreements, understandings, negotiations
and discussions, whether written or oral. There are no
conditions, covenants, agreements, representations, warranties,
indemnities or other provisions, express or implied, collateral,
statutory or otherwise, relating to the subject matter of this
Agreement except as provided in this Agreement.

1.6 Time of Essence.

Time shall be of the essence of this Agreement.

1.7 Applicable Law.

This Agreement shall be construed, interpreted
and enforced in accordance with, and the respective rights and
obligations of the Parties shall be governed by, the laws of the
Province of Ontario and the federal laws of Canada applicable in
that province, and each Party unconditionally submits to the
non-exclusive jurisdiction of the courts of the Province of
Ontario.

1.8 Severability.

If any provision of this Agreement is determined
by a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, then (a) such determination shall
not impair or affect the validity, legality or enforceability of
the remaining provisions, and each provision is declared to be
separate, severable and distinct, and (b) the Parties shall
negotiate in good faith to replace such provision with a valid,
legal and enforceable provision having, to the extent possible,
the same economic effect as the replaced provision.

1.9 Successors and Assigns.

This Agreement shall enure to the benefit of and
shall be binding on, and enforceable by, the Parties and, where
the context so permits, their respective successors and
permitted assigns. Neither Party may assign any of its rights or
obligations hereunder without the prior written consent of the
other Party.

1.10 Amendment and Waivers.

No amendment or waiver of any provision of this
Agreement shall be binding on either Party unless consented to
in writing by that Party. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision, nor
shall any waiver constitute a continuing waiver unless otherwise
expressly provided. Magna acknowledges that this

B-6



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##### 



Agreement is being entered into by it in
furtherance of one of three privatization proposals announced by
it on October 25, 2004, including proposals in respect of
Intier Automotive Inc. (Intier) and Tesma
International Inc. (Tesma). In the event that, prior
to the date of the Decoma Meeting, Magna enters into a
definitive agreement providing for the privatization of Intier
by way of a court-approved plan of arrangement, or the
arrangement agreement between Magna and Tesma dated as of
December 23, 2004 is amended, and such definitive agreement
or amended agreement contains non-pricing terms or conditions
that are significantly more advantageous to the non-Magna
shareholders of Intier or Tesma, as the case may be, Magna and
Decoma will discuss in good faith whether such terms or
conditions are equally applicable to the transactions
contemplated by this Agreement, having regard to all the
circumstances surrounding the respective privatization
transactions. Magna and Decoma agree to amend this Agreement to
reflect such changes as they may mutually determine, with each
party acting reasonably and in good faith, to be so applicable
to the transactions contemplated by this Agreement.


1.11 Business Day.

Any action or payment required or permitted to be
taken or made hereunder on a day that is not a Business Day may
be taken or made on the next following Business Day.

1.12 Exhibits and Schedules.

The following Exhibits and Schedules are attached
to and form part of this Agreement:

|          |  |                    
|--------- |  | -------------------
|Exhibit   |  | Description        
|          |  |                    
|Exhibit A |  | Plan of Arrangement
|Exhibit B |  | Decoma Circular    

|                |  |                                   
|--------------- |  | ----------------------------------
|Schedule        |  | Description                       
|                |  |                                   
|Schedule 3.1(d) |  | Decoma Consents and Approvals     
|Schedule 3.1(f) |  | Ownership of Decomas Subsidiaries
|Schedule 3.2(c) |  | Magna Consents and Approvals      

ARTICLE 2

THE ARRANGEMENT


2.1 Plan of Arrangement.

Subject to the provisions of this Agreement,
including satisfaction or waiver of the conditions set out in
Sections 5.1 and 5.2, Decoma and Magna agree to complete
the Arrangement in accordance with the terms of the Plan of
Arrangement.

2.2 Implementation Steps by
Decoma.

Without limiting the generality of
Section 2.1, subject to the terms and conditions of this
Agreement, Decoma shall take the following actions as soon as
reasonably practicable:



| |     |                                                                                                                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | finalize the Decoma Circular and related
    documentation in connection with the Decoma Meeting in
    accordance with Section 2.3;                                                                                                                                                                                                                   
|
| | (b) | apply for the Interim Order in accordance with
    Section 2.4;                                                                                                                                                                                                                                                                                        
|
| | (c) | convene and hold the Decoma Meeting for the
    purpose of considering and, if deemed advisable, approving the
    Arrangement Resolution;                                                                                                                                                                                                             
|
| | (d) | solicit proxies in respect of the Arrangement
    Resolution and, for that purpose and at Magnas expense and
    direction, using the services of dealers and proxy solicitation
    agents to solicit proxies in favour of the Arrangement
    Resolution;                                                                                           
|
| | (e) | subject to obtaining the approvals required by
    the Interim Order, use commercially reasonable efforts to pursue
    the application to the Court for the Final Order; and                                                                                                                                                                          
|
| | (f) | subject to obtaining the Final Order and the
    satisfaction or waiver of the other conditions herein contained,
    on the date contemplated in Section 7.1, send to the
    Director, for endorsement and filing by the Director, the
    Articles of Arrangement and such other documents as may be
    required to give effect to the Arrangement.

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##### 



2.3 Decoma Circular and
Meeting.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Decoma shall prepare the Decoma Circular and
    shall permit Magna and its counsel to review and comment on the
    Decoma Circular, all documents sent with the Decoma Circular,
    all documents filed with the Court in connection with the
    transactions contemplated hereby and any amendments thereto. As
    soon as reasonably practicable and after obtaining the Interim
    Order, Decoma shall cause the Decoma Circular and other
    documentation required in connection with the Decoma Meeting to
    be sent to Decoma Shareholders and to be filed with applicable
    Governmental Entities, as required by the Interim Order and
    Applicable Laws. Decoma shall not file or send to Decoma
    Shareholders the Decoma Circular or other documentation relating
    to the Decoma Meeting without the approval of Magna, such
    approval not to be unreasonably withheld or delayed.
|
| | (b) | Decoma and, to the extent applicable, Magna shall
    ensure that the Decoma Circular and such other documents and
    filings comply in all material respects with the requirements of
    the OBCA and other Applicable Laws. In particular, Decoma shall
    ensure that the Decoma Circular does not contain any untrue
    statement of a material fact or omit to state a material fact
    required to be stated therein or necessary to make the
    statements contained therein not misleading in light of the
    circumstances in which they are made (other than with respect to
    any information provided by Magna).                                                                                                                                                                                                                                                                              
|
| | (c) | Magna shall ensure that any information provided
    by Magna for inclusion or incorporation by reference into the
    Decoma Circular does not, as of its date, contain any untrue
    statement of a material fact or omit to state a material fact
    required to be stated therein or necessary to make the
    statements contained therein not misleading in light of the
    circumstances in which they are made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

2.4 Interim and Final Orders.



| |     |                                                                                                
| | --- | -----------------------------------------------------------------------------------------------
| | (a) | The application referred to in
    Section 2.2(b) shall request that the Interim Order provide:



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | for the class of persons to whom notice is to be
    provided in respect of the Arrangement Resolution and the Decoma
    Meeting and the manner in which such notice is to be provided;                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (ii)  | that the requisite approval for the Arrangement
    Resolution shall be: (I) 66 2/3% of the votes cast on the
    Arrangement Resolution by Holders of Decoma Class A Shares,
    voting separately as a class, present in person or represented
    by proxy at the Decoma Meeting (such that each Holder of Decoma
    Class A Shares is entitled to one vote for each Decoma
    Class A Share held); (II) a written resolution of all
    Holders of Decoma Class B Shares voting separately as a
    class; and (III) minority approval as required by
    Rule 61-501 and Policy Q-27;
|
| | (iii) | that, in all other respects, the provisions of
    the by-laws and articles of Decoma, including quorum requirement
    and all other applicable matters, shall apply in respect of the
    Decoma Meeting; and                                                                                                                                                                                                                                                                                                                                                                               
|
| | (iv)  | for the grant of the Dissent Rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| |     |                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | The application for the Final Order referred to
    in Section 2.2(e) shall advise the Court that the Final
    Order will be relied upon for purposes of Section 3(a)(10)
    of the United States Securities Act of 1933to exempt the
    issuance of Magna Class A Shares from the registration
    requirements of such Act.

2.5 Securities Compliance.

Magna and, to the extent applicable, Decoma shall
use their reasonable efforts to obtain all orders required under
Applicable Laws from the Governmental Entities to permit the
issuance and first resale of the Magna Class A Shares to be
issued pursuant to the Arrangement without qualification with,
or approval of, or the filing of a prospectus or similar
document with, or the taking of any proceeding with, or the
obtaining of any further order, ruling or consent from, any
Governmental Entity under any applicable securities laws in
Canada or the United States or pursuant to the rules and
regulations of any Governmental Entity administering such laws
(other than, with respect to such first resales, any
restrictions on transfer or conditions to be satisfied by reason
of, among other things, the application of section 2.6 of
Multilateral Instrument 45-102 and equivalent provisions, and a
Holder being a control person for the purposes of
applicable securities laws).

B-8



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##### 



2.6 Preparation of Filings.



| |     |                                
| | --- | -------------------------------
| | (a) | The Parties shall cooperate in:



| |      |                                                                                                                                                                                                                                                                                               
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | the preparation of any application for the orders
    and the preparation of any other documents reasonably considered
    by the Parties to be necessary to discharge their respective
    obligations under Applicable Laws in connection with the
    transactions contemplated hereby; and
|
| | (ii) | the taking of all such actions as may be required
    under Applicable Laws in connection with the transactions
    contemplated hereby.                                                                                                                                                      



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Each Party shall furnish to the other Party all
    such information concerning it and its Subsidiaries as may
    reasonably be required to effect the actions described in
    Sections 2.3 and 2.5 and the foregoing provisions of this
    Section 2.6, and each Party covenants that no information
    furnished by it in connection with such actions or otherwise in
    connection with the consummation of the Arrangement and the
    transactions contemplated thereby will contain any untrue
    statement of a material fact or omit to state a material fact
    required to be stated in any such document or necessary in order
    to make any information so furnished for use in any such
    document not misleading in the light of the circumstances in
    which it is furnished or to be used.                                                                                                                 
|
| | (c) | Each Party shall promptly notify the other if at
    any time before the Effective Time it becomes aware that the
    Decoma Circular or an application for an order described in
    Sections 2.2, 2.4, 2.5 or 2.6(a)(i) contains any untrue
    statement of a material fact or omits to state a material fact
    required to be stated therein or necessary to make the
    statements contained therein not misleading in light of the
    circumstances in which they are made, or that otherwise requires
    an amendment or supplement to the Decoma Circular or such
    application. In any such event, the Parties shall cooperate in
    the preparation of a supplement or amendment to the Decoma
    Circular or such other document, as required and as the case may
    be, and, if required, shall cause the same to be distributed to
    Decoma Shareholders and/or filed with applicable Governmental
    Entities.

2.7 Fiduciary Duties.

Nothing contained herein shall be construed to
require the board of directors of either Party to take or
refrain from taking any action that would be inconsistent with
its obligation to properly discharge its fiduciary duties under
Applicable Laws as advised by its counsel. Without limiting the
generality of the foregoing and notwithstanding any other
provision of this Agreement, the board of directors of Decoma
may delay the holding of the Decoma Meeting in order to
communicate to Decoma Shareholders any decision to change its
recommendation or to seek an amendment to the Arrangement, the
Interim Order or the terms of this Agreement, consistent, in
each case, with the proper discharge of its fiduciary duties,
provided that Decoma shall have notified Magna regarding its
intention to do any of the foregoing prior to taking any steps
in connection therewith.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES


3.1 Representations and Warranties of
Decoma.

Subject to Section 3.3, Decoma represents
and warrants to and in favour of Magna as follows and
acknowledges that Magna is relying on such representations and
warranties in entering into this Agreement:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)   Existence. Decoma is
    a corporation validly existing under the laws of the Province of
    Ontario, and has all necessary corporate power and authority to
    carry on its business as now conducted, to own or lease and
    operate its assets and to execute, deliver and perform its
    obligations under this Agreement and the Plan of Arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (b)   Corporate Authority and
    Enforceability. Subject to obtaining the shareholder
    approvals referred to in Sections 5.1(d) and 5.2(d) and the
    receipt of the Interim Order and the Final Order, Decoma has
    taken all necessary corporate action to authorize the execution,
    delivery and performance of this Agreement. This Agreement has
    been duly executed and delivered by Decoma and is a legal, valid
    and binding obligation of Decoma, enforceable against Decoma by
    Magna in accordance with its terms, except as enforcement may be
    limited by bankruptcy, insolvency and other laws affecting the
    rights of creditors generally and except that equitable remedies
    may be granted only in the discretion of a court of competent
    jurisdiction.

B-9



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)   Recommendation of Decoma
    Board of Directors. Prior to the date hereof, the board of
    directors of Decoma has (i) received the Valuation and
    Fairness Opinion from Scotia Capital Inc. to the effect that,
    among other things, as of the date of the fairness opinion
    forming part of such Valuation and Fairness Opinion, the
    consideration offered to Holders of Decoma Class A Shares
    under the Plan of Arrangement is fair, from a financial point of
    view to Decoma Minority Shareholders, (ii) unanimously
    determined that the Arrangement is fair to Decoma Minority
    Shareholders and is in the best interests of Decoma and
    (iii) unanimously passed a resolution recommending that
    Decoma Shareholders vote in favour of the Arrangement Resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (d)   No Violation. Except
    for the requirement to obtain the approvals disclosed in
    Schedule 3.1(d), the execution, delivery and performance of
    this Agreement does not, and will not, result in a breach or
    violation of any of the provisions of or constitute a default
    under, or conflict with or cause the acceleration of any
    obligation of any member of the Decoma Group under (i) any
    Decoma Material Contract, (ii) any provision of the
    articles, by-laws or resolutions of the board of directors (or
    any committee thereof) or shareholders or similar organizational
    document of any member of the Decoma Group, (iii) any
    judgment, decree, order or award of any Governmental Entity
    having jurisdiction over any member of the Decoma Group or
    (iv) any Applicable Law. Except as disclosed in
    Schedule 3.1(d), no consent, approval, order or
    authorization of, or declaration or filing with, any
    Governmental Entity or other person is required to be obtained
    or made, as the case may be, by any member of the Decoma Group
    in connection with the execution and delivery of this Agreement
    or the consummation by Decoma of the Arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (e)   Share Capital. The
    authorized share capital of Decoma consists of an unlimited
    number of Decoma Class A Shares, an unlimited number of
    Decoma Class B Shares and an unlimited number of Decoma
    Preferred Shares, issuable in series, of which 51,629,778 Decoma
    Class A shares, 31,909,091 Decoma Class B Shares,
    1,000,000 Convertible Preferred Shares, Series 4 and
    1,000,000 Convertible Preferred Shares, Series 5 are issued
    and outstanding as of the date of this Agreement. In addition,
    as of the date of this Agreement, Decoma Options to acquire an
    aggregate of 2,824,000 Decoma Class A Shares have been
    granted and are outstanding. Except for such Decoma Options and
    the conversion privileges attached to the Decoma Class B
    Shares, the Decoma Convertible Debentures and the Decoma
    Preferred Shares outstanding, there are no options, warrants,
    conversion privileges or other rights, agreements, arrangements
    or commitments (pre-emptive, contractual or otherwise)
    obligating Decoma to issue or sell any shares of Decoma or
    securities or obligations of any kind convertible into or
    exchangeable for any shares or other securities of Decoma. All
    Decoma Shares outstanding have been duly authorized and issued
    and are validly outstanding as fully paid and non-assessable
    shares. Other than the Decoma Convertible Debentures, there are
    no bonds, debentures or other evidences of indebtedness of
    Decoma outstanding having the right to vote (or that are
    convertible for or exercisable into securities having the right
    to vote) with Decoma Shareholders on any matter. No holder of
    securities issued by Decoma, except Magna, has any right to
    compel Decoma to register or otherwise qualify securities for
    public sale in Canada, the United States or elsewhere.
|
| | (f)   Decoma Subsidiaries.
    Except as disclosed in Schedule 3.1(f), Decoma (directly or
    indirectly through one or more of its Subsidiaries) owns
    beneficially all the issued and outstanding shares or other
    ownership, voting or economic interests in each of Decomas
    Subsidiaries, free and clear of all Encumbrances. Except as
    disclosed in Schedule 3.1(f), there are no options,
    warrants, conversion privileges or other rights, agreements,
    arrangements or commitments (pre-emptive, contractual or
    otherwise) obligating any Subsidiary of Decoma to issue or sell
    any of its shares or securities or obligations of any kind
    convertible into or exchangeable for any shares or other
    securities of such Subsidiary. All shares or other ownership,
    voting or economic interests outstanding in each of
    Decomas Subsidiaries have been duly authorized and validly
    issued. There are no bonds, debentures or other evidences of
    indebtedness of any Subsidiary of Decoma outstanding having the
    right to vote (or that are convertible for or exercisable into
    securities having the right to vote) with such Subsidiarys
    shareholders on any matter. Each Subsidiary of Decoma is validly
    existing under the laws of its jurisdiction of formation and has
    all necessary power and authority to carry on its business as
    now conducted and to own or lease and operate its assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (g)   Absence of Unusual
    Transactions or Events. Except as publicly disclosed or
    disclosed to an authorized officer of Magna prior to the
    execution of this Agreement, since December 31, 2003:
    (i) the Decoma Business has been carried on only in the
    ordinary course of business, consistent with past practice or in
    accordance with the Decoma Business Plan; and (ii) no
    matter, event or occurrence has occurred that constitutes a
    Material Adverse Effect in respect of Decoma.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

B-10



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h)   Absence of
    Litigation. Except as publicly disclosed or disclosed to an
    authorized officer of Magna prior to the execution of this
    Agreement, there are no actions, suits, proceedings or
    investigations (whether or not purportedly on behalf of any
    member of the Decoma Group) in respect of which any member of
    the Decoma Group is a party or, to the actual knowledge (after
    reasonable enquiry) of an authorized officer of Decoma, which
    are threatened against or would reasonably be expected to affect
    any member of the Decoma Group at law or in equity or before or
    by any Governmental Entity, and no authorized officer of Decoma
    is aware (after reasonable enquiry) of any ground on which any
    such action, suit, proceeding or investigation might be
    commenced with any reasonable likelihood of success.
|
| | (i)   No Undisclosed
    Liabilities. There are no liabilities or obligations
    (whether absolute, accrued, contingent or otherwise and whether
    or not determined or determinable) of any member of the Decoma
    Group other than those:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



| |       |                                                                                                                                                                                                                                         
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | disclosed or reflected in the unaudited
    consolidated financial statements of Decoma for the nine months
    ended September 30, 2004;                                                                                               
|
| | (ii)  | arising in the ordinary course of business up to
    September 30, 2004 and not required by Canadian generally
    accepted accounting principles to be disclosed or reflected in
    the financial statements referred to in (i) above;
|
| | (iii) | arising after September 30, 2004 in the
    ordinary course of business; or                                                                                                                                                             
|
| | (iv)  | publicly disclosed or disclosed to an authorized
    officer of Magna prior to the execution of this Agreement.                                                                                                                         



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j)   Reporting Issuer
    Status. Decoma is a reporting issuer under the Securities
    Act and is not in default of any of its requirements under Part
    XVIII thereof or any other continuous disclosure requirements
    under any Applicable Laws. The documents or information filed by
    Decoma under applicable securities laws did not, as of their
    respective dates, contain any untrue statement of a material
    fact or omit to state a material fact required to be stated
    therein or necessary in order to make the statements contained
    therein not misleading in light of the circumstances in which
    they are made. Decoma has not filed any confidential material
    change report or similar disclosure document with any securities
    regulatory authority or stock exchange which remains
    confidential as of the date of this Agreement.

3.2 Representations and Warranties of
Magna.

Subject to Section 3.3, Magna represents and
warrants to and in favour of Decoma as follows and acknowledges
that Decoma is relying on such representations and warranties in
entering into this Agreement:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)   Existence. Magna is a
    corporation validly existing under the laws of the Province of
    Ontario, and has all necessary corporate power and authority to
    carry on its business as now conducted, to own or lease and
    operate its assets and to execute, deliver and perform its
    obligations under this Agreement and the Plan of Arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (b)   Corporate Authority and
    Enforceability. Magna has taken all necessary corporate
    action to authorize the execution, delivery and performance of
    this Agreement. This Agreement has been duly executed and
    delivered by Magna and is a legal, valid and binding obligation
    of Magna, enforceable against Magna by Decoma in accordance with
    its terms, except as enforcement may be limited by bankruptcy,
    insolvency and other laws affecting the rights of creditors
    generally and except that equitable remedies may be granted only
    in the discretion of a court of competent jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (c)   No Violation. Except
    for the requirement to obtain the approvals disclosed in
    Schedule 3.2(c), the execution, delivery and performance of
    this Agreement does not, and will not, result in a breach or
    violation of any of the provisions of or constitute a default
    under, or conflict with or cause the acceleration of any
    obligation of Magna or its Subsidiaries (excluding members of
    the Decoma Group) under (i) any Magna Material Contract,
    (ii) any provision of the articles, by-laws or resolutions
    of the board of directors (or any committee thereof) or
    shareholders of Magna, (iii) any judgment, decree, order or
    award of any Governmental Entity having jurisdiction over Magna
    or (iv) any Applicable Law. Except as disclosed in
    Schedule 3.2(c), no consent, approval, order or
    authorization of, or declaration or filing with, any
    Governmental Entity or other person is required to be obtained
    or made, as the case may be, by Magna in connection with the
    execution and delivery of this Agreement or the consummation by
    Magna of the Arrangement.

B-11



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)   Magna Shares. The
    Magna Class A Shares required to be issued pursuant to the
    Arrangement will be duly authorized and validly issued by Magna
    as fully paid and non-assessable shares and, subject to Magna
    having obtained all orders and approvals required from
    applicable Governmental Entities to permit the issuance, listing
    and first resale of the Magna Class A Shares, will be
    freely tradable under applicable securities laws in Canada and
    the United States or pursuant to the rules and regulations of
    any Governmental Entity administering such laws (other than with
    respect to such first resales, any restrictions on transfer or
    conditions to be satisfied by reason of, among other things, the
    application of section 2.6 of Multilateral Instrument 45-102 and
    equivalent provisions, and a Holder being a control
    person for the purposes of applicable securities laws).
    The Magna Class A Shares to be issued upon the exercise of
    Magna Replacement Options and Amalco Continuing Options have
    been duly authorized and, when issued upon the exercise of such
    options and payment in full of the relevant exercise or
    subscription price, will be validly issued by Magna as fully
    paid and non-assessable shares and, subject to Magna having
    obtained all orders and approvals required from applicable
    Governmental Entities to permit the issuance, listing and first
    resale of the Magna Class A Shares, will be freely tradable
    under applicable securities laws in Canada and the United States
    or pursuant to the rules and regulations of any Governmental
    Entity administering such laws (other than with respect to such
    first resales, any restrictions on transfer or conditions to be
    satisfied by reason of, among other things, the application of
    section 2.6 of Multilateral Instrument 45-102 and equivalent
    provisions, and a Holder being a control person for
    the purposes of applicable securities laws).
|
| | (e)   Share Capital. The
    authorized share capital of Magna consists of an unlimited
    number of Magna Class A Shares, 1,412,341 Magna
    Class B Shares and 99,760,000 Preferred Shares, issuable in
    series, of which 95,850,376 Magna Class A shares, 1,093,983
    Magna Class B Shares and no Magna Preferred Shares are
    issued and outstanding as of the date of this Agreement. In
    addition, as of the date of this Agreement, Magna Options to
    acquire an aggregate of 2,614,376 Magna Class A Shares have
    been granted and are outstanding. Except for such Magna Options
    and the conversion privileges attached to the Magna Class B
    Shares outstanding or as contemplated by this Agreement, there
    are no options, warrants, conversion privileges or other rights,
    agreements, arrangements or commitments (pre-emptive,
    contractual or otherwise) obligating Magna to issue or sell any
    shares of Magna or securities or obligations of any kind
    convertible into or exchangeable for any shares or other
    securities of Magna. All Magna Shares outstanding have been duly
    authorized and issued and are validly outstanding as fully paid
    and non-assessable shares. There are no bonds, debentures or
    other evidences of indebtedness of Magna outstanding having the
    right to vote (or that are convertible for or exercisable into
    securities having the right to vote) with shareholders of Magna
    on any matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (f)   Absence of
    Litigation. Except as publicly disclosed or disclosed to an
    authorized officer of Decoma prior to the execution of this
    Agreement, there are no actions, suits, proceedings or
    investigations (whether or not purportedly on behalf of Magna)
    in respect of which Magna is a party or, to the actual knowledge
    (after reasonable enquiry) of an authorized officer of Magna,
    which are threatened against or would reasonably be expected to
    affect Magna at law or in equity or before or by any
    Governmental Entity, and no authorized officer of Magna is aware
    (after reasonable enquiry) of any ground on which any such
    action, suit, proceeding or investigation might be commenced
    with any reasonable likelihood of success.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (g)   No Material Adverse
    Effect. Except as publicly disclosed, since
    December 31, 2003, no matter, event or occurrence has
    occurred that constitutes a Material Adverse Effect in respect
    of Magna.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (h)   No Undisclosed
    Liabilities. There are no liabilities or obligations
    (whether absolute, accrued, contingent or otherwise and whether
    or not determined or determinable) of Magna or its Subsidiaries
    (excluding members of the Decoma Group), other than those:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| |       |                                                                                                                                                                                                                                         
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | disclosed or reflected in the unaudited
    consolidated financial statements of Magna for the nine months
    ended September 30, 2004;                                                                                                
|
| | (ii)  | arising in the ordinary course of business up to
    September 30, 2004 and not required by Canadian generally
    accepted accounting principles to be disclosed or reflected in
    the financial statements referred to in (i) above;
|
| | (iii) | arising after September 30, 2004 in the
    ordinary course of business; or                                                                                                                                                             
|
| | (iv)  | publicly disclosed or disclosed to an authorized
    officer of Decoma prior to the execution of this Agreement.                                                                                                                        

B-12



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   Reporting Issuer
    Status. Magna is a reporting issuer under the Securities Act
    and is not in default of any of its requirements under Part
    XVIII thereof or any other continuous disclosure requirements
    under any Applicable Laws. The documents or information filed by
    Magna under applicable securities laws did not, as of their
    respective dates, contain any untrue statement of a material
    fact or omit to state a material fact required to be stated
    therein or necessary in order to make the statements contained
    therein not misleading in light of the circumstances in which
    they are made. Magna has not filed any confidential material
    change report or similar disclosure document with any securities
    regulatory authority or stock exchange which remains
    confidential as of the date of this Agreement.

3.3 Materiality.

Each of the representations and warranties in
Sections 3.1 and 3.2, other than the representations and
warranties in Sections 3.1(c), 3.1(g)(ii), 3.2(d) and
3.2(g) shall be deemed for all purposes of this Agreement to be
true and correct unless any inaccuracy of the representation and
warranty constitutes a Material Adverse Effect for the Party
making the representation and warranty.

3.4 Expiry of Representations and
Warranties.

All representations and warranties contained in
this Agreement and in all certificates delivered pursuant to
this Agreement shall terminate on the earlier of the Effective
Time and the termination of this Agreement in accordance with
its terms.

ARTICLE 4

COVENANTS


4.1 Covenants of Decoma.

Without in any way limiting the obligations of
Decoma under this Agreement, except (x) as contemplated
hereby, or (y) as otherwise agreed in writing by Decoma and
Magna during the Pre-Effective Date Period:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)   Conduct Business in the
    Ordinary Course. Decoma shall (i) cause the Decoma
    Group to conduct the Decoma Business in all material respects in
    the ordinary course of business, consistent with past practice
    or in accordance with the Decoma Business Plan, and
    (ii) not do or permit to be done or refrain from doing any
    action that, if effected before the date of this Agreement,
    would constitute a breach of any representation and warranty (as
    qualified pursuant to Section 3.3) or a material breach of
    any covenant or other provision of this Agreement;                                                                                                                                                              
|
| | (b)   Litigation. Decoma
    shall promptly supply to Magna copies of all litigation or legal
    proceedings pertaining to the Decoma Business or any member of
    the Decoma Group which may arise subsequent to the execution of
    this Agreement (subject to such precautions as Decoma may
    reasonably require to protect matters of privilege for Decoma)
    and shall also advise Magna promptly in writing of any actual or
    threatened litigation or other legal proceeding pertaining to
    the Decoma Business or any member of the Decoma Group which may
    arise prior to the Effective Time, in each case, where such
    litigation or legal proceeding could reasonably be expected to
    have a Material Adverse Effect in respect of Decoma;
|
| | (c)   No Distributions.
    Decoma shall not declare, set aside or pay any dividends or
    other distributions, whether or not in cash, with respect to any
    shares or other equity securities of Decoma, other than
    quarterly cash dividends declared and paid in the ordinary
    course consistent with past practice;                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (d)   No Issuance. Decoma
    shall not issue or agree to issue any shares or other equity
    securities, other than in connection with the exercise of
    options granted under the Decoma Stock Option Plan or the
    conversion of Decoma Class B Shares, the Decoma Convertible
    Debentures or the Decoma Preferred Shares into Decoma
    Class A Shares in accordance with their terms, or grant any
    options or rights to purchase or otherwise acquire any such
    shares or securities other than the grant of options to officers
    and/or employees of Decoma in the ordinary course in accordance
    with Decomas compensation review practices;                                                                                                  
|
| | (e)   Maintenance of
    Assets. Decoma shall not permit any member of the Decoma
    Group to sell, loan, encumber or otherwise dispose of any
    material portion of the Decoma Assets other than in the ordinary
    course of business or in accordance with the Decoma Business
    Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

B-13



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##### 





| |                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------
| | (f)   Corporate Actions.
    Except to the extent necessary to carry out its obligations
    under this Agreement, Decoma shall not:



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | amend its articles, by-laws or other
    organizational documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (ii)  | acquire, or agree to acquire, whether by way of
    purchase of shares or assets, amalgamation, merger,
    consolidation, lease or otherwise, any business undertaking that
    would be material to the Decoma Business, taken as a whole, or
    the consolidated financial condition of Decoma, except in
    accordance with the Decoma Business Plan or as otherwise
    disclosed to an authorized officer of Magna prior to the
    execution of this Agreement; or                                                                          
|
| | (iii) | incur any indebtedness for borrowed money, issue
    or sell any debt securities or guarantee the payment of any
    indebtedness for borrowed money, except (A) intercompany
    advances and payments as part of its usual banking and financing
    arrangements or other transactions in the ordinary course of
    business, consistent with past practice, (B) actions taken
    in accordance with the Decoma Business Plan, or (C) as
    otherwise disclosed to an authorized officer of Magna prior to
    the execution of this Agreement;



| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g)   Notice of Certain
    Events. Decoma shall promptly advise an authorized officer
    of Magna orally and, if then requested by Magna, in writing if
    Decoma becomes aware of:



| |      |                                                                                                                                                                                                                                                                                           
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | any event occurring after the date of this
    Agreement that would reasonably be expected to render any of the
    representations and warranties given by Decoma in this Agreement
    untrue or inaccurate (as qualified by Section 3.3) if
    made on or as of the Effective Date; or
|
| | (ii) | any matter, event or occurrence that constitutes
    a Material Adverse Effect in respect of Decoma;                                                                                                                                                                                      



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h)   Proxy, Voting and Cash
    Election Results. Advise Magna as requested, and on a daily
    basis on each of the last seven Business Days prior to the
    Decoma Meeting, as to the aggregate tally of the proxies, votes
    and Cash Elections received in respect of the Decoma Meeting and
    the Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (i)   Dissent Rights and
    Security Holder Claims. Provide Magna with a copy of any
    purported exercise of Dissent Rights and written communications
    with any Holders of Decoma Class A Shares exercising or
    purporting to exercise Dissent Rights, and not settle or
    compromise any claim brought by any present, former or purported
    Holder of Decoma Class A Shares in connection with the
    Arrangement, whether in connection with the exercise of Dissent
    Rights or otherwise;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (j)   Pre-Closing
    Reorganizations. If requested by Magna, during the
    Pre-Effective Date Period, Decoma will use commercially
    reasonable efforts to maximize present and future planning
    opportunities for Magna and Decoma as a division of Magna as and
    to the extent that the same shall not prejudice Decoma, such
    prejudice to be determined as if the Arrangement were not
    completed, and provided that (i) the amount of
    consideration to be paid to Decoma Shareholders is not decreased
    and the nature of consideration will not change, (ii) any
    transactions undertaken in furtherance of such opportunities
    will not unreasonably delay or impede the carrying out of the
    Arrangement, and (iii) any such transaction will not
    otherwise adversely affect Decoma Shareholders, holders of
    Decoma Convertible Debentures or holders of Decoma Options. If,
    at the request of Magna, Decoma effects any transaction before
    the Effective Date for such purposes, Magna will be responsible
    for all unwinding costs if the Arrangement is not consummated;
    and
|
| | (k)   Solicitation of
    Proxies. Magna shall be permitted to solicit proxies on
    behalf of management of Decoma in respect of the Arrangement
    Resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

4.2 Covenants of Magna.

Without in any way limiting the obligations of
Magna under this Agreement, except (x) as contemplated
hereby, or (y) as otherwise agreed in writing by Decoma and
Magna during the Pre-Effective Date Period:



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)   Valuation and Fairness
    Opinion. Magna shall pay the reasonable and documented fees
    and expenses of Scotia Capital Inc. in respect of the Valuation
    and Fairness Opinion;                                                                                                                                                                                               
|
| | (b)   Litigation. Magna
    shall advise Decoma promptly in writing of any actual or
    threatened litigation or other legal proceeding pertaining to
    Magnas business or Magna which may arise prior to the
    Effective Time, in each case, where such litigation or legal
    proceeding could reasonably be expected to have a Material
    Adverse Effect in respect of Magna;

B-14



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)   Restriction on Certain
    Activities. Magna shall not do or permit to be done or
    refrain from doing any action that, if effected before the date
    of this Agreement, would constitute a breach of any
    representation and warranty (as qualified pursuant to
    Section 3.3) or a material breach of any covenant or other
    provision of this Agreement;                                                                                                       
|
| | (d)   No Distributions.
    Magna shall not declare, set aside or pay any dividends or other
    distributions, whether or not in cash, with respect to any
    shares or other equity securities of Magna, other than quarterly
    cash dividends declared and paid in the ordinary course
    consistent with past practice, unless Magna correspondingly
    adjusts the Exchange Ratio to reflect such non-ordinary-course
    quarterly cash dividends or other distributions;
|
| | (e)   Notice of Certain
    Events. Magna shall promptly advise an authorized officer of
    Decoma orally and, if then requested by Decoma, in writing if
    Magna becomes aware of:                                                                                                                                                                                                                                                                                              



| |      |                                                                                                                                                                                                                                                                                          
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | any event occurring after the date of this
    Agreement that would reasonably be expected to render any of the
    representations and warranties given by Magna in this Agreement
    untrue or inaccurate (as qualified by Section 3.3) if
    made on or as of the Effective Date; or
|
| | (ii) | any matter, event or occurrence that constitutes
    a Material Adverse Effect in respect of Magna;                                                                                                                                                                                      



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)   Listing of Magna
    Class A Shares. Magna shall use commercially reasonable
    efforts to cause the listing on the TSX and NYSE of the Magna
    Class A Shares to be issued at the Effective Time and upon
    the exercise of Magna Replacement Options and Amalco Continuing
    Options, and, effective upon the completion of the Arrangement,
    the de-listing from the TSX and NASDAQ of the Decoma
    Class A Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (g)   Deposit of
    Consideration. In accordance with the Plan of Arrangement
    and subject to the terms and conditions of this Agreement, Magna
    shall deposit or cause to be deposited with the Depositary the
    aggregate cash purchase price, the Magna Class A Shares and
    the Magna Replacement Options deliverable by Magna and Magna
    Subco under the Plan of Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (h)   Directors and Officers
    Insurance.From the Effective Time up to July 31, 2005,
    Magna shall maintain its existing directors and officers
    liability insurance coverage for the benefit of the directors
    and officers of Magna and its Subsidiaries, including the
    current directors and officers of Decoma in respect of their
    activities up to the Effective Time. For the period from
    August 1, 2005 to July 31, 2006, Magna shall use all
    reasonable efforts to renew such directors and officers
    liability insurance coverage on a comparable basis or on a basis
    that is consistent in terms of risks insured and policy limits
    with general industry practices at the time of such renewal for
    similarly-situated global public companies, to the extent that
    the annual cost of obtaining such renewal insurance does not
    exceed 200% of the current annual cost of Magnas existing
    directors and officers liability insurance coverage. Thereafter,
    until the sixth anniversary of the Effective Date, Magna may
    maintain, modify or discontinue such directors and officers
    liability insurance in such manner as may be approved by a
    majority of Magnas outside directors, in which case any
    such renewal insurance policy in effect during such period shall
    continue to benefit the current outside directors of Decoma in
    respect of their activities up to the Effective Time (to the
    extent available) on the same basis as the outside directors of
    Magna. The provisions of this paragraph (h) are intended to
    be for the benefit of, and will be enforceable by, each
    indemnified person, his or her heirs and representatives.
|
| | (i)   Indemnities.
    Decomas obligations pursuant to indemnities provided or
    available to past and present directors and officers of Decoma
    pursuant to the provisions of Decomas articles of
    incorporation and bylaws, Applicable Laws and any written
    indemnity agreements entered into between Decoma and such
    directors or officers shall continue in full force and effect
    (and the relevant provisions of Decomas articles of
    incorporation, bylaws and such written indemnity agreements
    shall not be amended or modified to reduce such obligations in
    any respect) in accordance with their terms. In addition, to the
    extent permitted by Applicable Laws, for a period of six
    (6) years from the Effective Time Magna agrees to indemnify
    the directors of Decoma for any liability they incur as a result
    of the performance of their obligations under this Agreement to
    the extent such liability is not covered by any directors and
    officers liability insurance policy or under the articles and by
    laws or indemnity agreements referred to above. The provisions
    of this paragraph (i) are intended to be for the benefit
    of, and will be enforceable by, each indemnified person and his
    or her heirs and representatives. Nothing herein shall limit the
    right of Magna to cause Decomas Subsidiaries to be
    amalgamated or merged into or otherwise combined with any other
    entity;                                                                                                                                                                                                                                                         
|
| | (j)   Voting. Magna shall
    vote, and shall cause its Subsidiaries to vote, any Decoma
    Shares held by them in favour of the Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

B-15



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k)   Magna Class A
    Shares. Magna shall not make any change in or reclassify the
    Magna Class A Shares, including by way of consolidation,
    subdivision, amalgamation, arrangement or merger or a similar
    transaction, unless Magna and Decoma agree to amend the Plan of
    Arrangement in an appropriate manner; and                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (l)   Decoma Options. Magna
    shall take all actions necessary to support the exchange of the
    Decoma Options for Magna Replacement Options in accordance with
    the terms set out in the Plan of Arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (m)  Decoma Convertible
    Debentures. Magna shall, with the cooperation of Decoma,
    take all steps required by Applicable Laws and the trust
    indenture (the Indenture) dated
    March 27, 2003 between Decoma and Computershare Trust
    Company of Canada (the Trustee) in respect of
    the Decoma Convertible Debentures to assume the liabilities and
    obligations of Decoma under the Indenture and the Decoma
    Convertible Debentures from the Magna Amalgamation, including
    providing for the conversion (with necessary changes to reflect
    the Exchange Ratio) of the Decoma Convertible Debentures into
    Magna Class A Shares on the terms (except as to conversion
    price and securities deliverable on conversion) set out therein.

4.3 Implementation.

(a)  Satisfaction of Conditions.
Each Party shall use its commercially reasonable efforts to
satisfy the conditions contained in Article 5 and shall
take such measures as are lawful and within its power or control
to implement the Arrangement as of the Effective Date in
accordance with the terms of this Agreement.

(b)  Consultation. The Parties
agree to consult with each other in issuing any press releases
or otherwise making public statements with respect to this
Agreement, the Plan of Arrangement and the Arrangement and in
making any filing with any Governmental Entity with respect
thereto. Subject to Applicable Laws, each Party shall use its
reasonable commercial efforts to enable the other Party to
review and comment on all such press releases prior to the
release thereof and shall enable the other Party to review and
comment on such filings prior to the filing thereof. The Parties
agree to issue jointly a press release with respect to the
execution of this Agreement as soon as practicable in a form
acceptable to both Parties, and each of the Parties agrees to
file a copy of this Agreement with the relevant Governmental
Entities, if any, as required by Applicable Laws. Each Party
agrees not to make any public statement that is inconsistent
with such press release.

4.4 Amalco Continuing Options.

Magna and Decoma agree that upon the exercise,
after the Magna Amalgamation, of any Amalco Continuing Options
in accordance with the terms thereof, Magna shall issue and
deliver to the holder of the exercised Amalco Continuing Options
that number of Magna Class A Shares that are subject to the
exercise of the Amalco Continuing Options.

ARTICLE 5

CLOSING CONDITIONS


5.1 Conditions in Favour of
Decoma.

The obligations of Decoma hereunder are subject
to the satisfaction on or before the Effective Time of the
following conditions for the exclusive benefit of Decoma, any of
which may be waived in writing by Decoma:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)   Representations and
    Warranties. The representations and warranties of Magna
    contained in this Agreement shall be true and correct at the
    Effective Time with the same force and effect as if such
    representations and warranties were made at and as of such time,
    and a certificate dated the Effective Date to that effect shall
    have been signed on behalf of Magna by two senior officers and
    delivered to Decoma, such certificate to be in form and
    substance satisfactory to Decoma, acting reasonably;
|
| | (b)   Covenants. Magna
    shall have complied in all material respects with and performed
    in all material respects its covenants and obligations hereunder
    that are to be complied with or performed at or before the
    Effective Time, and a certificate dated the Effective Date to
    that effect shall have been signed on behalf of Magna by two
    senior officers and delivered to Decoma, such certificate to be
    in form and substance satisfactory to Decoma, acting reasonably;                                          
|
| | (c)   No Material Adverse
    Effect. No matter, event or occurrence shall have occurred
    since the date of this Agreement that constitutes a Material
    Adverse Effect in respect of Magna;                                                                                                                                                                                                                                                                                                                                                   

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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)   Decoma Shareholder
    Approvals. The Arrangement Resolution shall have been
    approved by Decoma Shareholders as required by the Interim Order;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (e)   Orders. Each of the
    Interim Order and the Final Order shall have been obtained on
    terms consistent with this Agreement and in form and content
    satisfactory to Decoma, acting reasonably, and shall not have
    been set aside or modified in a manner unacceptable to Decoma,
    acting reasonably, on appeal or otherwise;                                                                                                                                                                                                                                                                                                     
|
| | (f)   Articles of
    Arrangement. The Articles of Arrangement shall be in form
    and content consistent with this Agreement and satisfactory to
    Decoma, acting reasonably;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (g)   No Termination of
    Agreement. This Agreement shall not have been terminated in
    accordance with its terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (h)   No Legal Restraint.
    No material legal or regulatory action or proceeding shall be
    pending or threatened by any person to enjoin, restrict or
    prohibit the Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (i)   No Cease Trade Order.
    No cease trading or stop order shall have been issued and remain
    in effect with respect to Magna Class A Shares or the
    Decoma Class A Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (j)   Regulatory Approvals.
    Magna and Decoma shall have obtained from all appropriate
    Governmental Entities, in form and substance satisfactory to
    Decoma, acting reasonably, all such consents and approvals as
    are required under Applicable Laws to permit the Arrangement,
    except where failure to obtain such consent or approval would
    not prevent or make illegal or materially delay the completion
    of the Arrangement in accordance with its terms; and                                                                                                                                                         
|
| | (k)   Listing of Magna
    Shares. The Magna Class A Shares issuable pursuant to
    the Arrangement, including the Magna Class A Shares
    issuable upon the exercise of Amalco Continuing Options and
    Magna Replacement Options, shall have been approved for listing
    on the TSX and NYSE, subject to the filing of required
    documentation, notice of issuance and other usual requirements,
    and shall be freely tradable under currently applicable
    securities laws in Canada and the United States or pursuant to
    the currently applicable rules and regulations of any
    Governmental Entity administering such laws.

Decoma may not rely on the failure to satisfy any
of the conditions precedent in Section 5.1 if the condition
precedent would have been satisfied but for a material default
by Decoma in complying with its obligations under this Agreement.

5.2 Conditions in favour of
Magna.

The obligations of Magna hereunder are subject to
the satisfaction on or before the Effective Time of the
following conditions for the exclusive benefit of Magna, any of
which may be waived in writing by Magna:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)   Representations and
    Warranties. The representations and warranties of Decoma
    contained in this Agreement shall be true and correct at the
    Effective Time with the same force and effect as if such
    representations and warranties were made at and as of such time,
    and a certificate dated the Effective Date to that effect shall
    have been signed on behalf of Decoma by two senior officers and
    delivered to Magna, such certificate to be in form and substance
    satisfactory to Magna, acting reasonably;
|
| | (b)   Covenants. Decoma
    shall have complied in all material respects with and performed
    in all material respects its covenants and obligations hereunder
    that are to be complied with or performed at or before the
    Effective Time, and a certificate dated the Effective Date to
    that effect shall have been signed on behalf of Decoma by two
    senior officers and delivered to Magna, such certificate to be
    in form and substance satisfactory to Magna, acting reasonably;                                          
|
| | (c)   No Material Adverse
    Effect. No matter, event or occurrence shall have occurred
    since the date of this Agreement that constitutes a Material
    Adverse Effect in respect of Decoma;                                                                                                                                                                                                                                                                                                                                                  
|
| | (d)   Decoma Shareholder
    Approvals. The Arrangement Resolution shall have been
    approved by Decoma Shareholders as required by the Interim Order;                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (e)   Orders. Each of the
    Interim Order and the Final Order shall have been obtained on
    terms consistent with this Agreement and in form and content
    satisfactory to Magna, acting reasonably, and shall not have
    been set aside or modified in a manner unacceptable to Magna,
    acting reasonably, on appeal or otherwise;                                                                                                                                                                                                      

B-17



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)   Articles of
    Arrangement. The Articles of Arrangement shall be in form
    and content consistent with this Agreement and satisfactory to
    Magna, acting reasonably;                                                                                                                                                                                                                                                                                                       
|
| | (g)   No Termination of
    Agreement. This Agreement shall not have been terminated in
    accordance with its terms;                                                                                                                                                                                                                                                                                                                                                                 
|
| | (h)   No Legal Restraint.
    No material legal or regulatory action or proceeding shall be
    pending or threatened by any person to enjoin, restrict or
    prohibit the Arrangement;                                                                                                                                                                                                                                                                                               
|
| | (i)   No Cease Trade Order.
    No cease trading or stop order shall have been issued and remain
    in effect with respect to the Magna Class A Shares or the
    Decoma Class A Shares;                                                                                                                                                                                                                                                                                              
|
| | (j)   Regulatory Approvals.
    Magna and Decoma shall have obtained from all appropriate
    Governmental Entities, in form and substance satisfactory to
    Magna, acting reasonably, all such consents and approvals as are
    required under Applicable Laws to permit the Arrangement, except
    where failure to obtain such consent or approval would not
    prevent or make illegal or materially delay the completion of
    the Arrangement in accordance with its terms;
|
| | (k)   Listing of Magna
    Shares. The Magna Class A Shares issuable pursuant to
    the Arrangement, including the Magna Class A Shares
    issuable upon the exercise of Amalco Continuing Options and
    Magna Replacement Options, shall have been approved for listing
    on the TSX and NYSE, subject to the filing of required
    documentation, notice of issuance and other usual requirements;
    and                                                                    
|
| | (l)   Dissent Rights.
    Holders of Decoma Class A Shares representing less than
    five percent (5.0%) of the number of Decoma Class A Shares
    outstanding on the date of this Agreement shall have exercised
    Dissent Rights that have not been withdrawn.                                                                                                                                                                                                                   

Magna may not rely on the failure to satisfy any
of the conditions precedent in Section 5.2 if the condition
precedent would have been satisfied but for a material default
by Magna in complying with its obligations under this Agreement.

ARTICLE 6

TERMINATION


6.1 Termination.

(a)  If any condition contained in
Section 5.1 is not satisfied or is not waived by Decoma at
or before the Effective Time, then Decoma may, subject to the
last paragraph of Section 5.1, by notice to Magna terminate
this Agreement and the obligations of the Parties hereunder
(except as otherwise herein provided).

(b)  If any condition contained in
Section 5.2 is not satisfied or is not waived by Magna at
or before the Effective Time, then Magna may, subject to the
last paragraph of Section 5.2, by notice to Decoma
terminate this Agreement and the obligations of the Parties
hereunder (except as otherwise herein provided).

(c)  This Agreement may be terminated
by the mutual agreement of the Parties prior to the Effective
Time, whether before or after the Decoma Meeting (and for
greater certainty, without further action on the part of the
Decoma Shareholders if terminated after the Decoma Meeting).

(d)  This Agreement may be terminated
by Magna if the board of directors of Decoma fails to recommend
the Arrangement, withdraws or modifies in a manner adverse to
Magna its approval or recommendation of the Arrangement, this
Agreement or the transactions contemplated hereby or shall fail
to reaffirm such approval or recommendation within three
Business Days of receipt of any written request to do so by
Magna.

(e)  If the Effective Date has not
occurred on or prior to the Outside Date then, unless otherwise
agreed in writing by the Parties, either Party may terminate
this Agreement provided that the right to terminate this
Agreement pursuant to this Section 6.1(e) shall not be
available to a Party if any action of such Party or the failure
of such Party to perform any of its obligations under this
Agreement required to be performed at or prior to the Effective
Time shall have resulted in the conditions contained in
Section 5.1 or Section 5.2 (as applicable) not having
been satisfied prior to the Outside Date.

Where action is taken to terminate this Agreement
pursuant to this Section 6.1 it shall be sufficient for
such action to be authorized by the board of directors of the
Party taking such action.

B-18



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##### 



6.2 Remedies.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | In the event of the valid termination of this
    Agreement by either Party as provided in Section 6.1, this
    Agreement shall forthwith become void and have no further
    effect, and there shall be no liability or further obligation on
    the part of either Party or their respective officers or
    directors hereunder, except that (i) the provisions of
    Section 4.2(a) (Valuation and Fairness Opinion),
    Section 4.3(b) (Consultation), Section 6.3 (Expenses),
    and this Section 6.2 shall remain in full force and effect
    and shall survive any such termination.                                                                                                                                                   
|
| | (b) | Except as provided in Section 6.2(a), and in
    respect of the provisions listed therein (other than
    Section 4.3(b)), neither Party shall have any right to
    recover damages for any losses suffered or incurred as a result
    of the breach of any covenant, representation, warranty or other
    provision of this Agreement or the Plan of Arrangement and, in
    the event of any such breach or threatened breach, the other
    Party shall be entitled only to seek temporary or permanent
    injunctive relief for the specific performance of the terms of
    this Agreement and the Plan of Arrangement and shall not be
    entitled to, and hereby waives, any other rights or remedies at
    law, in equity or otherwise.

6.3 Expenses.

Each Party shall bear and pay all costs, expenses
and fees incurred by it in connection with the transactions
contemplated by this Agreement; provided, however, that in
addition to its payment obligations in respect of the
solicitation of proxies at Magnas direction under
Section 2.2(d) and the Valuation and Fairness Opinion under
Section 4.2(a), in the event that Decoma is not in default
of its obligations under this Agreement in any material respect
and (unless this Agreement has been terminated by Magna pursuant
to Section 6.1(d) or by Decoma pursuant to
Section 6.1(a) because Magna is in default of its
obligations under this Agreement in any material respect) Decoma
submits the Arrangement Resolution to Decoma Shareholders for
their consideration at the Decoma Meeting in accordance with the
Interim Order, Magna shall reimburse Decoma for all reasonable
and documented out-of-pocket costs reasonably incurred by Decoma
in connection with the transactions contemplated by this
Agreement up to a maximum of $2,000,000.

ARTICLE 7

CLOSING ARRANGEMENTS


7.1 Closing.

The Parties shall cause the Effective Date to be
the first day of the fiscal month immediately following the
fiscal month in which all conditions in Sections 5.1 and
5.2 have been satisfied or waived by the Party entitled to the
benefit thereof or such other date as the Parties may mutually
determine. For certainty, the Parties confirm that Decomas
second fiscal month of 2005 ends on March 5, 2005, and that
its third fiscal month of 2005 ends on April 2, 2005.
Closing shall take place at the offices of Osler,
Hoskin & Harcourt LLP in Toronto, Ontario at
9:00 a.m. on the Effective Date or at such other place,
date and time as the Parties may mutually agree. Each Party
shall deliver, at the closing of the Arrangement, such
certificates, resolutions and other customary closing documents
as may be required by the other Party, acting reasonably.

B-19



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##### 



ARTICLE 8

MISCELLANEOUS


8.1 Notices.



| |     |                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Any notice or other communication required or
    permitted to be given hereunder shall be in writing and shall be
    delivered in person or transmitted by telecopier or similar
    means of recorded electronic communication (with receipt
    confirmed) as follows:

|     |  |                                                                                                                               |  |                                                             
|---- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|(i)  |  | If to Magna, at:                                                                                                             
|     |  | 337 Magna Drive
    Aurora, Ontario
    L4G 7K1                                                                              
|     |  | Attention:                                                                                                                    |  | Executive Vice-President,
    Special Projects and Secretary
|     |  | Telecopier No.:                                                                                                               |  | (905) 726-2603                                              
|     |  | with a copy to:                                                                                                               |  |                                                             
|     |  | Osler, Hoskin & Harcourt LLP
    1 First Canadian Place
    66th Floor, 100 King Street West
    Toronto, Ontario
    M5X 1B8
|     |  | Attention:                                                                                                                    |  | Jean M. Fraser                                              
|     |  | Telecopier No.:                                                                                                               |  | (416) 862-6666                                              
|(ii) |  | If to Decoma at:                                                                                                             
|     |  | Decoma International Inc.
    50 Casmir Court
    Concord, Ontario
    L4K 4J5                                               
|     |  | Attention:                                                                                                                    |  | Executive Vice-President, Secretary and General
    Counsel 
|     |  | Telecopier No.:                                                                                                               |  | (905) 669-5075                                              
|     |  | with a copy to:                                                                                                               |  |                                                             
|     |  | Torys LLP
    Suite 3000
    79 Wellington Street West
    Box 270, TD Centre
    Toronto, Ontario
    M5K 1N2               
|     |  | Attention:                                                                                                                    |  | Brian Davis                                                 
|     |  | Telecopier No.:                                                                                                               |  | (416) 865-7380                                              



| |     |                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Any such notice or other communication shall be
    deemed to have been given and received on the day on which it
    was delivered or transmitted (or, if such day is not a Business
    Day, on the next following Business Day).

8.2 Certain U.S. Tax Matters.

The parties to this Agreement intend that
(i) for U.S. federal income tax purposes, the Magna
Amalgamation shall constitute a tax-free reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as
amended, to Magna and its shareholders, and (ii) this
Agreement and the Plan of Arrangement shall constitute a plan of
reorganization within the meaning of Treasury Regulations
Section 1.368-1(c).

B-20



---



##### 



8.3 Counterparts.

This Agreement may be executed in counterparts,
each of which shall be deemed to be an original and both of
which shall together constitute one and the same instrument. The
Parties may rely on copies of this Agreement which are delivered
by telecopier as if such copies were originals.

IN WITNESS WHEREOFthe Parties have executed this
Agreement.



| |                         
| | ------------------------
| | MAGNA INTERNATIONAL INC.



| |     | 
| | --- | 
| | By: | 

| |                             
| | ----------------------------
| |                             
| | Vincent J. Galifi           
| | Executive Vice President and
| | Chief Financial Officer     



| |     | 
| | --- | 
| | By: | 

| |                          
| | -------------------------
| |                          
| | Jeffrey O. Palmer        
| | Executive Vice President 
|
| | DECOMA INTERNATIONAL INC.



| |     | 
| | --- | 
| | By: | 

| |                                      
| | -------------------------------------
| |                                      
| | Alan J. Power                        
| | President and Chief Executive Officer



| |     | 
| | --- | 
| | By: | 

| |                                    
| | -----------------------------------
| |                                    
| | R. David Benson                    
| | Executive Vice-President, Secretary
| | and General Counsel                

B-21



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##### 



EXHIBIT A

PLAN OF ARRANGEMENT


(THE PLAN OF ARRANGEMENT IS INCLUDED AS
EXHIBIT C TO THE CIRCULAR)

B-22



---



##### 



SCHEDULE 3.1(d)

DECOMA CONSENTS AND APPROVALS




|   |                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Approval of the Trustee under Article 9 of
    the Trust Indenture dated March 27, 2003 providing for the
    issue of the Decoma Convertible Debentures.
|  
|2. | Approval of the Lenders, Agents and Majority
    Lenders under sections 14.3(5) and 16.3 of the Credit
    Agreement dated September 30, 2004.           
|  
|3. | Such consents and approvals as may be required
    under the terms of the Interim Order.                                                                 

B-23



---



##### 



SCHEDULE 3.1(f)

OWNERSHIP OF DECOMAS
SUBSIDIARIES


None.

B-24



---



##### 



SCHEDULE 3.2(c)

MAGNA CONSENTS AND APPROVALS




|   |                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Orders required under Applicable Laws from
    Canadian securities regulatory authorities in connection with
    the Magna Class A Shares issuable in connection with the
    transactions contemplated by this Agreement.                           
|  
|2. | TSX listing approval of the Magna Class A
    Shares issuable in connection with the transactions contemplated
    by this Agreement.                                                                                                                
|  
|3. | NYSE listing approval of the Magna Class A
    Shares issuable in connection with the transactions contemplated
    by this Agreement.                                                                                                               
|  
|4. | Exemption pursuant to subdivision 1(l) of
    Section 359-f of the General Business Law of the State of
    New York in connection with the Magna Class A Shares
    issuable in connection with the transactions contemplated by
    this Agreement.

B-25



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##### 



EXHIBIT C

PLAN OF ARRANGEMENT


DECOMA INTERNATIONAL INC.

PLAN OF ARRANGEMENT UNDER SECTION
182

OF THE BUSINESS CORPORATIONS ACT
(ONTARIO)


ARTICLE 1

INTERPRETATION


1.1 Definitions.

In this Plan of Arrangement, unless there is
something in the subject matter or context inconsistent
therewith, the following terms shall have the respective
meanings set out below and grammatical variations of such terms
shall have corresponding meanings:

Amalcomeans the corporation continuing from the Amalgamation;

Amalco Board of
Directorsmeans the board of
directors of Amalco;

Amalco Common
Sharemeans a common share in
the capital of Amalco having the rights, privileges,
restrictions and conditions set forth in Schedule 1.1
hereto;

Amalco Continuing
Optionsmeans all Decoma
Options, other than Decoma Exchange Elected Options;

Amalco Redeemable Preferred
Sharemeans a redeemable
preferred share in the capital of Amalco having the rights,
privileges, restrictions and conditions set forth in
Schedule 1.1 hereto;

Amalco
Sharesmeans Amalco Common
Shares, Amalco Redeemable Preferred Shares and Amalco Special
Shares;

Amalco Special
Sharemeans a special share in
the capital of Amalco having the rights, privileges,
restrictions and conditions set forth in Schedule 1.1
hereto;

Amalgamationmeans the amalgamation of Decoma and Magna Subco described in
Section 2.2(b) hereto;

Arrangementmeans the arrangement of Decoma under section 182 of the
OBCA on the terms and subject to the conditions set out in this
Plan of Arrangement, subject to any amendments or variations
thereto made in accordance with Article 5 or made at the
direction of the Court in the Final Order;

Arrangement
Agreementmeans the Arrangement
Agreement made as of January 13, 2005 between Magna and
Decoma, as amended, supplemented or restated in accordance
therewith prior to the Effective Time, providing for, among
other things, the Arrangement;

Articles of
Arrangementmeans the articles
of arrangement of Decoma in respect of the Arrangement that are
required by the OBCA to be sent to the Director after the Final
Order is made in order to give effect to the Arrangement;

Average Market
Pricemeans the amount (rounded
to the nearest one hundredth of a cent) equal to the
volume-weighted average trading price of the Magna Class A
Shares on the TSX for the five (5) consecutive trading days
ending on the last trading day immediately preceding the
Effective Date;

Business
Daymeans any day on which
commercial banks are generally open for business in Toronto,
Ontario and New York, New York, other than a Saturday, a Sunday
or a day observed as a holiday in Toronto, Ontario or New York,
New York under applicable laws;

Cash Consideration Elected
Sharemeans, subject to
Section 2.4, a Decoma Class A Share in respect of
which a Decoma Shareholder has made a Cash Election;

Cash Elected
Considerationmeans a cash
amount per Decoma Class A Share (rounded to the nearest one
hundredth of a cent) equal to the Exchange Ratio multiplied by
the Average Market Price and aggregate Cash Elected
Considerationmeans Cash Elected Consideration
multiplied by the total number of Cash Consideration Elected
Shares without regard to Section 2.4;

C-1



---



##### 



Cash
Electionmeans the election of a
Decoma Shareholder in the Letter of Transmittal to receive the
Cash Elected Consideration via an Amalco Redeemable Preferred
Share in respect of a Decoma Class A Share;

Certifïcatesmeans the certificates giving effect to the Arrangement, issued
by the Director pursuant to subsection 183(2) of the OBCA
after the Articles of Arrangement have been filed;

Courtmeans the Superior Court of Justice (Ontario);

Decomameans Decoma International Inc.,a corporation governed
by the OBCA;

Decoma
Circularmeans the notice of the
Decoma Meeting and accompanying management information
circular/proxy statement, including all exhibits thereto, to be
sent to Decoma Shareholders in connection with the Decoma
Meeting;

Decoma Class A
Sharemeans a Class A
Subordinate Voting Share in the capital of Decoma;

Decoma Class B
Sharemeans a Class B Share
in the capital of Decoma;

Decoma Preferred
Sharesmeans the Convertible
Preferred Shares, Series 4 and Convertible Preferred
Shares, Series 5 in the capital of Decoma;

Decoma Exchange Elected
Optionmeans a Decoma Option in
respect of which the Holder thereof has elected in the Option
Election Form to exchange such Decoma Option for a Magna
Replacement Option;

Decoma
Meetingmeans the special
meeting of Holders of Decoma Class A Shares, including any
adjournment or postponement thereof, to be called and held in
accordance with the Interim Order to consider and, if deemed
advisable, to approve the Arrangement;

Decoma Meeting
Datemeans the date of the
Decoma Meeting;

Decoma
Optionsmeans all options to
acquire Decoma Class A Shares outstanding as of the
Effective Time under the Decoma Stock Option Plan;

Decoma
Shareholdermeans a Holder of
Decoma Shares;

Decoma
Sharesmeans Decoma Class A
Shares, Decoma Class B Shares and Decoma Preferred Shares;

Decoma Stock Option
Planmeans the Decoma Amended
and Restated Incentive Stock Option Plan approved by the board
of directors of Decoma on July 7, 2000 and approved by
Decoma Shareholders on December 6, 2003, as amended to the
date of the Arrangement Agreement;

Depositarymeans Computershare Trust Company of Canada or Computershare
Trust Company Inc. at its offices set out in the Letter of
Transmittal;

Directormeans the Director appointed pursuant to section 278 of the OBCA;

Dissent
Rightshas the meaning ascribed
thereto in Section 3.1;

Dissenting
Shareholdermeans any Decoma
Shareholder who has properly exercised its Dissent Rights in
accordance with Section 3.1, who has not withdrawn or been
deemed to have withdrawn such exercise and who is ultimately
determined to be entitled to be paid the fair value of its
Decoma Class A Shares;

Effective
Datemeans the date shown on the
Certificates;

Effective
Timemeans 12:01 a.m.
(Toronto time) on the Effective Date;

Election
Deadlinemeans the time that is
48 hours, excluding Saturdays and holidays, preceding the
scheduled time of the Decoma Meeting;

Exchange
Ratiomeans 0.1453;

Final
Ordermeans the final order of
the Court approving the Arrangement as such order may be amended
by the Court at any time prior to the Effective Date or, if
appealed, then, unless such appeal is withdrawn or denied, as
affirmed or amended on appeal;

Governmental
Entitymeans any
(a) multinational, federal, provincial, state, regional,
municipal, local or other government, governmental or public
department, central bank, court, tribunal, arbitrator or
arbitral body, commission, board, bureau or agency, domestic or
foreign, including the Ontario Securities Commission, the
Autorité des marchés financiers du Québec and the
United States Securities and Exchange Commission,
(b) self-regulatory organization or stock exchange,
including the TSX, NYSE and The NASDAQ National Market,
(c) subdivision, agent, commission,

C-2



---



##### 



board, or authority of any of the foregoing, or
(d) quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under or for the
account of any of the foregoing;


Holdersmeans, when used with reference to a class of securities, the
holders of such securities shown from time to time in the
register maintained by the issuer thereof in respect of such
securities;

Interim
Ordermeans the interim order of
the Court, as such order may be amended from time to time, in
respect of the Arrangement;

ITAmeans the Income Tax Act(Canada), as amended from time
to time prior to the Effective Time;

Letter of
Transmittalmeans the letter of
transmittal and cash election form for use by Holders of Decoma
Class A Shares, in the form accompanying the Decoma
Circular;

Magnameans Magna International Inc., a corporation governed by the
OBCA and, following the Magna Amalgamation, the corporation
continuing from the Magna Amalgamation;

Magna
Amalgamationmeans the short
form amalgamation of Magna and Amalco described in
Section 2.2(e);

Magna Class A
Sharemeans a Class A
Subordinate Voting Share in the capital of Magna;

Magna Replacement
Optionshas the meaning ascribed
thereto in Section 2.2(a);

Magna
Subcomeans 1265058 Ontario
Inc., a wholly-owned subsidiary of Magna existing under the
OBCA, which, at the Effective Time, will be the Holder of all or
a portion of the Decoma Shares then owned, directly or
indirectly, by Magna;

Magna Subco Class A
Sharemeans a Class A
Subordinate Voting Share in the capital of Magna Subco;

Magna Subco Class B
Sharemeans a Class B Share
in the capital of Magna Subco;

Magna Subco
Sharesmeans Magna Subco
Class A Shares and Magna Subco Class B Shares;

Maximum Cash
Considerationmeans $150,000,000;

NYSEmeans the New York Stock Exchange;

OBCAmeans the Business Corporations Act(Ontario), as amended
from time to time prior to the Effective Time;

Option Election
Formmeans the election form for
use by Holders of Decoma Options under which such Holders may
elect to exchange Decoma Options for Magna Replacement Options
under this Plan of Arrangement;

Personincludes any individual, firm, partnership, limited partnership,
joint venture, venture capital fund, limited liability company,
unlimited liability company, association, trust, trustee, heir,
executor, administrator, legal personal representative, estate,
group, body corporate, corporation, unincorporated association
or organization, Governmental Entity, syndicate or other entity,
whether or not having legal status;

Share
Considerationmeans a fraction
of a Magna Class A Share equal to the Exchange Ratio;

Share Consideration
Sharesmeans any Decoma
Class A Shares other than Cash Consideration Elected
Shares; and

TSXmeans the Toronto Stock Exchange.

1.2 Interpretation Not Affected by
Headings, etc.

The division of this Plan of Arrangement into
Articles, Sections and other portions and the insertion of
headings are for convenience of reference only and shall not
affect the interpretation of this Plan of Arrangement. Unless
otherwise indicated, all references to an Article or
Section followed by a number and/or a letter refer
to the specified Article or Section of this Plan of Arrangement.
The terms this Plan of Arrangement,
hereof, herein and hereunder
and similar expressions refer to this Plan of Arrangement
(including the Schedules hereto) and not to any particular
Article, Section or other portion hereof and include any
agreement or instrument supplementary or ancillary hereto.

1.3 Number and Gender.

In this Plan of Arrangement, unless the context
otherwise requires, words importing the singular shall include
the plural and vice versaand words importing any gender
include all genders.

C-3



---



##### 



1.4 Date for any Action.

In the event that any date on which any action is
required to be taken hereunder by any Person is not a Business
Day, such action shall be required or permitted to be taken on
the next succeeding day which is a Business Day.

1.5 Currency.

All references to currency herein are to Canadian
dollars unless otherwise specified.

1.6 Statutory References.

Except as expressly provided in this Plan of
Arrangement, any reference in this Plan of Arrangement to a
statute includes all regulations made thereunder, all amendments
to such statute or regulations in force from time to time, and
any statute or regulation that supplements or supersedes such
statute or regulation.

ARTICLE 2

THE ARRANGEMENT


2.1 Binding Effect.

This Plan of Arrangement will become effective
at, and be binding at and after, the Effective Time on
(a) Decoma, (b) Magna, (c) Magna Subco,
(d) Amalco, (e) all Holders and beneficial holders of
Decoma Shares (including Dissenting Shareholders), Magna Subco
Shares and Amalco Shares, and (f) all Holders of Decoma
Options, Amalco Continuing Options and Magna Replacement Options.

2.2 The Arrangement.

Commencing at the Effective Time, the following
shall occur and shall be deemed to occur in the following order
(except as expressly noted below) without any further act or
formality:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | each Decoma Exchange Elected Option outstanding
    at the Effective Time will be exchanged for an option of Magna
    (a Magna Replacement Option) to purchase the
    number of Magna Class A Shares equal to the Exchange Ratio
    multiplied by the number of Decoma Class A Shares that could be
    purchased under such Decoma Exchange Elected Option if such
    Decoma Exchange Elected Option were exercisable and exercised
    immediately prior to the Effective Time. Such Magna Replacement
    Option shall provide for an exercise price per Magna
    Class A Share equal to the exercise price per Decoma
    Class A Share of such Decoma Exchange Elected Option
    immediately prior to the Effective Time divided by the Exchange
    Ratio (rounded up to the nearest cent). If the foregoing
    calculation results in a Magna Replacement Option of any
    particular Holder thereof being exercisable for a total number
    of Magna Class A Shares that includes a fraction of a Magna
    Class A Share, then the total number of Magna Class A
    Shares subject to such Holders Magna Replacement Option
    shall be rounded down to the next whole number of Magna
    Class A Shares. Subject to the foregoing provisions of this
    Section 2.2(a), the term to expiry, conditions to and
    manner of exercising, vesting schedule and all other terms and
    conditions of such Magna Replacement Option will be the same as
    the terms and conditions of such Decoma Exchange Elected Option
    and any document or agreement previously evidencing such Decoma
    Exchange Elected Option shall evidence and be deemed to evidence
    such Magna Replacement Option;
|
| | (b) | Magna Subco and Decoma (sometimes referred to
    hereinafter in this Section 2.2(b) as predecessor
    corporations) will amalgamate to form Amalco with the same
    effect as if section 179 of the OBCA were applicable to the
    Amalgamation, and in connection with the Amalgamation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |       |                                                                                                                                                                         
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | each Share Consideration Share held by a Decoma
    Shareholder (other than Magna Subco and Dissenting Shareholders)
    will be converted into an Amalco Special Share;
|
| | (ii)  | each Cash Consideration Elected Share held by
    Decoma Shareholder (other than Magna Subco) will be converted
    into an Amalco Redeemable Preferred Share;          
|
| | (iii) | all Decoma Shares held by Magna Subco will be
    cancelled for no consideration;                                                                                       
|
| | (iv)  | each Magna Subco Class A Share and each
    Magna Subco Class B Share will be converted into an Amalco
    Common Share;                                                

C-4



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##### 





| |        |                                                                                                                                                                                                                                                                                                                                                
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v)    | Amalco will possess all the property, rights,
    privileges and franchises and will be subject to all
    liabilities, including civil, criminal and quasi-criminal, and
    all contracts, disabilities and debts of each of the predecessor
    corporations;                                                                               
|
| | (vi)   | a conviction against, or ruling, order or
    judgment in favour or against a predecessor corporation may be
    enforced by or against Amalco;                                                                                                                                                                                                
|
| | (vii)  | the Articles of Arrangement will be deemed to be
    the articles of amalgamation of Amalco and, except for the
    purposes of section 117(1) of the OBCA, the Certificate
    giving effect to the Amalgamation will be deemed to be the
    certificate of amalgamation of Amalco;                                                          
|
| | (viii) | the name of the corporation continuing from the
    Amalgamation shall be Decoma Amalco International
    Inc.;                                                                                                                                                                                                                              
|
| | (ix)   | the registered office of Amalco shall be in the
    City of Concord in the Province of Ontario;                                                                                                                                                                                                                                                
|
| | (x)    | the authorized capital of Amalco shall consist of
    an unlimited number of Amalco Common Shares, an unlimited number
    of Amalco Special Shares and an unlimited number of Amalco
    Redeemable Preferred Shares;                                                                                                                         
|
| | (xi)   | there shall be no restrictions on the business
    which Amalco is authorized to carry on or on the powers Amalco
    may exercise;                                                                                                                                                                                                            
|
| | (xii)  | the by-laws of Decoma shall be the by-laws of
    Amalco until repealed, amended, altered or added to;                                                                                                                                                                                                                                         
|
| | (xiii) | the number of directors of Amalco shall be such
    number not less than one (1) and not more than
    ten (10) as the Amalco Board of Directors may from time to
    time determine;                                                                                                                                                          
|
| | (xiv)  | the directors of Amalco may appoint one or more
    directors who shall hold office for a term expiring not later
    than the close of the next annual meeting of Amalco, but the
    total number of directors so appointed may not exceed one third
    of the number of directors elected at the previous annual
    meeting of Amalco; and
|
| | (xv)   | the number of the first directors shall be three
    (3) and the first directors of Amalco shall be the persons
    set out below, who shall hold office until the first annual
    meeting of Amalco or until their successors are elected or
    appointed;                                                                                  

|                     |  |                                                           |  |                   
|-------------------- |  | --------------------------------------------------------- |  | ------------------
|First name, initials |  | Address for service, giving                               |  | Resident Canadian:
|and surname          |  | Street & No. or R.R. No.                                  |  | Yes or No         
|                     |  |                                                           |  |                   
|Vincent J. Galifi    |  | 130 Greenbrooke Drive
    Woodbridge, Ontario
    L4L 8L1 |  | Yes               
|J. Brian Colburn     |  | 80 Bayview Ridge
    North York, Ontario
    M2L 1E6      |  | Yes               
|Jeffrey O. Palmer    |  | 1403 Tamworth Court
    Burlington, Ontario
    L7P 4V3   |  | Yes               



| |     |                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | immediately following the Amalgamation, each
    Amalco Redeemable Preferred Share will be redeemed by Amalco at
    a redemption price equal to the Cash Elected Consideration;                                                                                                                                                          
|
| | (d) | immediately following the Amalgamation, each
    Amalco Special Share will be transferred by the Holder thereof
    to Magna in exchange for the Share Consideration; and                                                                                                                                                                 
|
| | (e) | Magna and Amalco (sometimes referred to
    hereinafter in this Section 2.2(e) as predecessor
    corporations) will amalgamate to continue as Magna
    International Inc. with the same effect as if sections 177
    and 179 of the OBCA were applicable to the Magna Amalgamation
    and in connection with the Magna Amalgamation:



| |     |                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | Magna International Inc. will possess all the
    property, rights, privileges and franchises and will be subject
    to all liabilities, including civil, criminal and
    quasi-criminal, and all contracts, disabilities and debts of
    each of the predecessor corporations;

C-5



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##### 





| |       |                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | a conviction against, or ruling, order or
    judgment in favour or against a predecessor corporation may be
    enforced by or against Magna International Inc.;                                                                                                                                                                                                                                   
|
| | (iii) | all Amalco Shares will be cancelled by Amalco for
    no consideration;                                                                                                                                                                                                                                                                                                                             
|
| | (iv)  | the by-laws of Magna International Inc. following
    the Magna Amalgamation shall be the same as the by-laws of Magna
    prior to the Effective Date; and                                                                                                                                                                                                                                         
|
| | (v)   | the Articles of Arrangement will be deemed to be
    the articles of amalgamation of Magna International Inc. and
    shall include the information set out in Schedule 2.2(e)
    and, except for the purposes of Section 117(1) of the OBCA,
    the Certificate giving effect to the Magna Amalgamation will be
    deemed to be the certificate of incorporation of Magna
    International Inc.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) | each Amalco Continuing Option outstanding at the
    Effective Time will remain outstanding in accordance with its
    terms and the adjustment provisions in the Amalco Continuing
    Options will thereafter apply. For greater certainty, it is
    confirmed that, for the purposes of such adjustment provisions
    as they relate to the transactions contemplated by this Plan of
    Arrangement, each Amalco Continuing Option will thereafter
    entitle the Holder to purchase from Magna (as successor to
    Decoma following the Amalgamation and the Magna Amalgamation),
    in lieu of the number of Decoma Class A Shares the Holder
    was entitled to purchase upon the exercise of such Amalco
    Continuing Option, but for the same aggregate consideration and
    on the same terms, the aggregate number (with such adjustment
    provisions continuing to apply mutatis mutandis) of Magna
    Class A Shares that the Holder would have been entitled to
    receive as a result of the transactions contemplated by this
    Plan of Arrangement if, immediately before the Effective Time,
    such Holder had been the registered holder of the number of
    Decoma Class A Shares to which such Holder would have been
    entitled upon exercise of such Amalco Continuing Option if all
    vesting and other requirements for exercise were then met and
    those Decoma Class A Shares were all Share Consideration
    Shares hereunder.

2.3 Elections.



| |     |                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Subject to Section 2.4, each Decoma
    Shareholder shall be entitled to make a Cash Election in respect
    of all or a portion (provided such portion is a whole number of
    shares) of such Holders Decoma Class A Shares on the
    basis set forth in the Letter of Transmittal.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Any Decoma Shareholder who, in respect of any
    Decoma Class A Share held by such Holder (i) does not
    deposit with the Depositary a duly completed Letter of
    Transmittal prior to the Election Deadline or (ii) fails to
    complete the Letter of Transmittal making a Cash Election, shall
    be deemed not to have made a Cash Election in respect of any
    such Decoma Class A Shares.



| |     |                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | Any deposit of a Letter of Transmittal and
    accompanying certificates may be made at any of the offices of
    the Depositary specified in the Letter of Transmittal.

2.4 Proration and Fractional
Shares.

Notwithstanding Section 2.3, if the
aggregate Cash Elected Consideration exceeds the Maximum Cash
Consideration, the number of Cash Consideration Elected Shares
that any Holder of Decoma Class A Shares shall be deemed to
hold, for all purposes of this Plan of Arrangement, shall be the
number (rounded down to the nearest whole number) equal to the
product of (i) the number of Cash Consideration Elected
Shares of such Holder (ignoring this Section 2.4) as set
forth in such Holders Letter of Transmittal and
(ii) a fraction, the numerator of which is the Maximum Cash
Consideration and the denominator of which is the aggregate Cash
Elected Consideration. The Decoma Class A Shares of any
Holder that are not Cash Consideration Elected Shares shall be
deemed for all purposes of this Plan of Arrangement to be Share
Consideration Shares.

Notwithstanding anything herein contained, no
fractional Magna Class A Shares will be issued or delivered
in connection with this Plan of Arrangement. Where a Holder of
Decoma Class A Shares is to receive Share Consideration and
the aggregate number of Magna Class A Shares to be issued
to such Holder would otherwise result in a fraction of a Magna
Class A Share being issued or delivered, such Holder shall
receive, in lieu of such fractional share, a cash payment equal
to the fraction of a Magna Class A Share otherwise issuable
or deliverable multiplied by the Average Market Price.

C-6



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##### 





|    |                         
|--- | ------------------------
|2.5 | Stated Capital Accounts.

The stated capital accounts of the classes of
shares of Amalco immediately following the Amalgamation shall be:



| |     |                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | for the Amalco Redeemable Preferred Shares, an
    amount equal to the number of Amalco Redeemable Preferred Shares
    resulting from the conversion of Decoma Class A Shares upon
    the Amalgamation multiplied by the Cash Elected Consideration;



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | for the Amalco Special Shares, an amount equal to
    the lesser of (i) the excess of the aggregate paid-up
    capital (within the meaning of the ITA) immediately before the
    Amalgamation of (A) all Decoma Shares (other than any such
    shares held by Magna Subco immediately prior to the
    Amalgamation), and (B) all Magna Subco Shares, over the
    aggregate amount added to the stated capital of Amalco
    Redeemable Preferred Shares under Section 2.5(a), and
    (ii) the number of Amalco Special Shares resulting from the
    conversion of Decoma Class A Shares upon the Amalgamation
    multiplied by the Average Market Price multiplied by the
    Exchange Ratio; and



| |     |                                                                 
| | --- | ----------------------------------------------------------------
| | (c) | for the Amalco Common Shares, a total amount
    equal to $1.00,

provided thatin no
case shall the stated capital of any class of shares of Amalco
immediately following the Amalgamation be less than $1, and if
necessary to prevent this result in respect of any particular
class of Amalco Shares, the stated capital allocation of the
immediately preceding class of Amalco Shares described above
shall be amended to reduce its stated capital by the amount
necessary to leave the particular class of Amalco Shares with $1
of stated capital.

ARTICLE 3

RIGHTS OF DISSENT


3.1 Rights of Dissent.

Holders of Decoma Class A Shares may
exercise rights of dissent with respect to such shares pursuant
to and in the manner set forth in section 185 of the OBCA and
this Section 3.1 (the Dissent Rights) in
connection with the Arrangement. Notwithstanding any other
provision of this Plan of Arrangement, Holders of Decoma
Class A Shares who duly exercise such rights of dissent and
who:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | are ultimately determined to be entitled to be
    paid fair value for their Decoma Class A Shares by Magna
    (as successor corporation to Decoma following the
    Amalgamation and the Magna Amalgamation), shall be deemed to
    have transferred such Decoma Class A Shares as of the Effective
    Time and prior to any of the steps referred to in
    Section 2.2, without any further act or formality and free
    and clear of all liens, claims and encumbrances, to Decoma and
    such shares shall be cancelled as of the Effective Time; or



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | are ultimately determined not to be entitled, for
    any reason, to be paid fair value for their Decoma Class A
    Shares, shall be deemed to have participated in the Arrangement
    on the same basis as a non-dissenting Decoma Shareholder who did
    not make a Cash Election and shall be deemed to have received
    Amalco Special Shares and to have had such shares exchanged for
    Share Consideration in accordance with Sections 2.2(b)(i),
    2.2(d) and 2.3(b).

In no case shall Magna, the Depositary or any
other Person be required to recognize such Dissenting
Shareholders as Holders of Decoma Class A Shares or Amalco
Shares at or after the Effective Time and the names of such
Dissenting Shareholders shall be deleted from the register of
Holders of Decoma Class A Shares as of the Effective Time.

ARTICLE 4

CASH AND CERTIFICATES




|    |                                           
|--- | ------------------------------------------
|4.1 | Payment of Cash Elected
    Consideration.

At or prior to the Effective Time, (a) Magna
Subco shall deposit with the Depositary for the benefit of
Decoma Shareholders who elected to receive the Cash Election
Consideration and (b) Magna shall deposit with the
Depositary for the benefit of Decoma Shareholders, entitled to
receive, in lieu of a fraction of a Magna Class A Share
pursuant to Section 2.4, a cash payment equal to the
fraction of a Magna Class A Share otherwise issuable or
deliverable multiplied

C-7



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##### 



by the Average Market Price, sufficient funds for
these purposes by bank transfer or other means satisfactory to
the Depositary and cause the Depositary either:




| |      |                                                                                                                                                          
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | to forward or cause to be forwarded by first
    class mail (postage prepaid) to the Holder at the address
    specified in the Letter of Transmittal; or
|
| | (ii) | if requested by the Holder in the Letter of
    Transmittal, to make available at the Depositary for pick-up by
    the Holder,                          

a cheque in Canadian currency representing the
payment required to be made to such Holder pursuant to the
provisions hereof. Under no circumstances will interest be paid
to any Holder on any payment to be made hereunder, regardless of
any delay in making such payment.



|    |                                
|--- | -------------------------------
|4.2 | Payment of Share Consideration.

At or prior to the Effective Time, Magna shall
deposit with the Depositary, for the benefit of the Holders of
Decoma Class A Shares who are to receive the Share
Consideration, certificates representing that whole number of
Magna Class A Shares to be received by such Holders pursuant to
the provisions hereof.

Upon the surrender to the Depositary of a
certificate which immediately prior to the Effective Time
represented outstanding Decoma Class A Shares that, under
the Arrangement, were converted into Amalco Special Shares,
together with a duly completed Letter of Transmittal and such
additional documents, instruments and payments as the Depositary
may reasonably require, the Holder shall be entitled to receive
in exchange therefor, and Magna or Magna Subco, as the case may
be, shall cause the Depositary either:



| |      |                                                                                                                                                          
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | to forward or cause to be forwarded by first
    class mail (postage prepaid) to the Holder at the address
    specified in the Letter of Transmittal; or
|
| | (ii) | if requested by the Holder in the Letter of
    Transmittal, to make available at the Depositary for pick-up by
    the Holder,                          

a certificate representing the number of Magna
Class A Shares issuable or deliverable to such Holder.



|    |                                                              
|--- | -------------------------------------------------------------
|4.3 | Distributions with Respect to Unsurrendered
    Certificates.

No dividends or other distributions declared or
made with respect to the Magna Class A Shares with a record
date after the Effective Time shall be paid to the Holder of any
unsurrendered certificate which immediately prior to the
Effective Time represented outstanding Share Consideration
Shares, unless and until the Holder of such certificate shall
surrender such certificate in accordance with Section 4.1
or 4.2. Subject to applicable law, at the time of such surrender
of any such certificate (or, in the case of clause
(y) below, at the appropriate payment date), there shall be
paid to the surrendering Holder of the certificates representing
Share Consideration Shares, without interest, (x) the
amount of dividends or other distributions with a record date
after the Effective Time theretofore paid with respect to the
Magna Class A Shares to which such Holder is entitled
pursuant hereto and (y) only to the extent not paid under
clause (x), on the appropriate payment date, the amount of
dividends or other distributions with a record date after the
Effective Time but prior to surrender and a payment date
subsequent to surrender payable with respect to such Magna
Class A Shares.



|    |                   
|--- | ------------------
|4.4 | Lost Certificates.

In the event any certificate which immediately
prior to the Effective Time represented one or more outstanding
Decoma Class A Shares that were exchanged or converted
pursuant to Section 2.2 shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the
Holder claiming such certificate to be lost, stolen or
destroyed, the Depositary will issue in exchange for such lost,
stolen or destroyed certificate, cash and/or certificates
deliverable in accordance with Sections 2.2, 4.1 or 4.2 and
such Holders Letter of Transmittal. When authorizing such
payment in exchange for any lost, stolen or destroyed
certificate, the Holder to whom cash and/or certificates are to
be issued shall, as a condition precedent to the issuance
thereof, give a bond satisfactory to Magna (and its transfer
agents) and the Depositary in such sum as Magna may direct or
otherwise indemnify Magna in a manner satisfactory to Magna
against any claim that may be made against Magna with respect to
the certificate alleged to have been lost, stolen or destroyed.

C-8



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##### 





|    |                      
|--- | ---------------------
|4.5 | Extinction of Rights.

Any certificate which immediately prior to the
Effective Time represented outstanding Decoma Class A
Shares (other than Decoma Class A Shares held by Magna
Subco) that were exchanged or converted pursuant to
Section 2.2 and that is not deposited with all other
instruments required by this Plan of Arrangement and the Letter
of Transmittal to the Depositary in accordance with the terms of
this Plan of Arrangement on or prior to the fifth anniversary of
the Effective Date shall cease to represent a claim or interest
of any kind or nature as a securityholder of Decoma, Magna
Subco, Amalco or Magna. On such date, the cash or property to
which the former Holder of the certificate referred to in the
preceding sentence was ultimately entitled shall be deemed to
have been surrendered for no consideration to Magna (as
successor to Decoma following the Amalgamation and the Magna
Amalgamation) or any successor thereto.



|    |                    
|--- | -------------------
|4.6 | Withholding Rights.

Decoma, Magna, Amalco, Magna Subco and the
Depositary shall be entitled to deduct and withhold from any
dividend or consideration otherwise payable to any Holder of
Decoma Shares, Decoma Options, Amalco Shares and Magna
Class A Shares, such amounts as Decoma, Magna, Amalco,
Magna Subco or the Depositary is required or permitted to deduct
and withhold with respect to such payment under the ITA or any
other provision of provincial, local or foreign tax law, in each
case, as amended. To the extent that amounts are so withheld,
such withheld amounts shall be treated for all purposes hereof
as having been paid to the Holder of the securities in respect
of which such deduction and withholding was made, provided that
such withheld amounts are actually remitted to the appropriate
taxing authority. To the extent that the amounts so required or
permitted to be deducted or withheld from any payment to a
Holder exceed the cash portion of the consideration otherwise
payable to the Holder, Decoma, Magna, Amalco, Magna Subco and
the Depositary are hereby authorized to sell or otherwise
dispose of such portion of the consideration as is necessary to
provide sufficient funds to Decoma, Magna, Amalco, Magna Subco
or the Depositary, as the case may be, to enable it to comply
with such deduction or withholding requirement or entitlement
and Decoma, Magna, Amalco, Magna Subco or the Depositary shall
notify the Holder thereof and remit to the Holder any unapplied
balance of the net proceeds of such sale.

ARTICLE 5

AMENDMENTS




|    |                                   
|--- | ----------------------------------
|5.1 | Amendments to Plan of Arrangement.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Decoma reserves the right to amend, modify and/or
    supplement this Plan of Arrangement at any time and from time to
    time prior to the Effective Date, provided that each such
    amendment, modification and/or supplement must be (i) set
    out in writing, (ii) approved by Magna and Magna Subco,
    (iii) filed with the Court and, if made following the
    Decoma Meeting, approved by the Court and (iv) communicated
    to the Decoma Shareholders if and as required by the Court.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Any amendment, modification or supplement to this
    Plan of Arrangement may be proposed by Decoma at any time prior
    to the Decoma Meeting (provided that Magna and Magna Subco shall
    have consented thereto) with or without any other prior notice
    or communication and if so proposed and accepted by the Persons
    voting at the Decoma Meeting (other than as may be required
    under the Interim Order) shall become part of this Plan of
    Arrangement for all purposes.



| |     |                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | Any amendment, modification or supplement to this
    Plan of Arrangement that is approved by the Court following the
    Decoma Meeting shall be effective only if (i) it is
    consented to by each of Decoma, Magna and Magna Subco and
    (ii) if required by the Court, it is consented to by the
    Decoma Shareholders voting in the manner directed by the Court.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | Any amendment, modification or supplement to this
    Plan of Arrangement may be made following the Effective Date
    unilaterally by Magna, provided that it concerns a matter which,
    in the reasonable opinion of Magna, is of an administrative
    nature required to better give effect to the implementation of
    this Plan of Arrangement and is not adverse in any significant
    respect to the financial or economic interests of any former
    Holder of Decoma Shares, Decoma Convertible Debentures or Decoma
    Options.

C-9



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##### 



ARTICLE 6

FURTHER ASSURANCES




|    |                    
|--- | -------------------
|6.1 | Further Assurances.

Notwithstanding that the transactions and events
set out herein shall occur and be deemed to occur in the order
set out in this Plan of Arrangement without any further act or
formality, each of the parties to the Arrangement Agreement
shall make, do and execute, or cause to be made, done and
executed, all such further acts, deeds, agreements, transfers,
assurances, instruments or documents as may reasonably be
required by any of them in order further to document or evidence
any of the transactions or events set out herein.

C-10



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##### 



SCHEDULE 1.1

AMALCO SHARE CONDITIONS


Capitalized terms used in these share provisions
but not otherwise defined herein have the meanings ascribed to
them in the Plan of Arrangement.

The rights, privileges, restrictions and
conditions attaching to the shares of Amalco shall be as
follows:

Amalco Redeemable Preferred
Shares



|   |                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------
|A. | The Amalco Redeemable Preferred Shares shall
    have attached thereto the following rights, privileges,
    restrictions and conditions:

1.   Redemption by
Amalco

Subject to the requirements of the OBCA and the
Plan of Arrangement, Amalco may redeem, at any time, all, but
not less than all, of the outstanding Amalco Redeemable
Preferred Shares on payment for each Amalco Redeemable Preferred
Share to be redeemed of an amount equal to the Cash Elected
Consideration, together with all dividends declared on such
Amalco Redeemable Preferred Shares and unpaid up to the date of
the redemption.

2.   Retraction by
Holder

A holder of Amalco Redeemable Preferred Shares
shall be entitled to require Amalco to redeem, subject to the
requirements of the OBCA, at any time and from time to time, the
whole or any part of the outstanding Amalco Redeemable Preferred
Shares held by such holder, by tendering to Amalco at its
registered office a share certificate representing the Amalco
Redeemable Preferred Shares that the holder desires to have
Amalco redeem together with a written request specifying the
number of Amalco Redeemable Preferred Shares to be redeemed and
the business day on which the holder desires to have Amalco
redeem the shares. Upon receipt of such share certificate or
certificates and written request, Amalco shall redeem such
Amalco Redeemable Preferred Shares on the date specified in the
written request by paying to the holder an amount equal to the
Cash Elected Consideration for each Amalco Redeemable Preferred
Share being redeemed, together with all dividends declared on
such Amalco Redeemable Preferred Shares and unpaid up to the
date of the redemption.

3.   Dividends

The holders of Amalco Redeemable Preferred Shares
shall be entitled to receive dividends if, as and when declared
by the Amalco Board of Directors, out of the assets of Amalco
properly applicable to the payment of dividends, in such amounts
and payable in such manner as the Amalco Board of Directors may
from time to time determine, in its discretion. Subject to the
rights of the holders of any other class of shares of Amalco
entitled to receive dividends in priority to or concurrently
with holders of Amalco Redeemable Preferred Shares, the Amalco
Board of Directors may in its discretion declare dividends on
Amalco Redeemable Preferred Shares to the exclusion of any other
class of share of Amalco. No dividend shall be paid or set apart
for payment if such payment would affect the ability of Amalco
to redeem all of the then issued and outstanding Amalco
Redeemable Preferred Shares.

4.   Priority

The Amalco Redeemable Preferred Shares shall be
entitled to a preference over the Amalco Common Shares and over
any other shares ranking junior to the Amalco Redeemable
Preferred Shares with respect to priority in payment of
dividends and in the distribution of assets in the event of the
liquidation, dissolution or winding-up of Amalco, whether
voluntary or involuntary, or any other distribution of the
assets of Amalco among its shareholders for the purpose of
winding up its affairs. The Amalco Redeemable Preferred Shares
shall rank pari passuwith the Amalco Special Shares.

5.   Voting Rights

Except as otherwise provided in the OBCA, the
holders of the Amalco Redeemable Preferred Shares shall not be
entitled to receive notice of, to attend or to vote at any
meeting of the shareholders of Amalco.

6.   Cancellation

Any Amalco Redeemable Preferred Shares that are
redeemed by Amalco pursuant to any provision hereof shall for
all purposes be considered to have been redeemed on, and will be
cancelled concurrently with, the payment by Amalco to, or for
the benefit of, the holder thereof of the Cash Elected
Consideration.

C-11



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##### 



Amalco Special Shares



|   |                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------
|B. | The Amalco Special Shares shall have attached
    thereto the following rights, privileges, restrictions
    and conditions:

1.   Redemption by
Amalco

Subject to the requirements of the OBCA and the
Plan of Arrangement, Amalco may redeem, at any time, all, but
not less than all, of the outstanding Amalco Special Shares on
payment for each Amalco Special Share to be redeemed of a
fraction of a Magna Class A Share equal to the Exchange
Ratio, together with all dividends declared on such Special
Shares and unpaid up to the date of the redemption (such amount
being referred to as the Redemption Amount);
provided that, Amalco shall pay to any holder who is otherwise
entitled to receive a fraction of a Magna Class A Share the
cash payment described in section 2.4 of the Plan of Arrangement.

2.   Retraction by
Holder

A holder of Amalco Special Shares shall be
entitled to require Amalco to redeem, subject to the
requirements of the OBCA, at any time and from time to time, the
whole or any part of the outstanding Amalco Special Shares held
by such holder, by tendering to Amalco at its registered office
a share certificate representing the Amalco Special Shares that
the holder desires to have Amalco redeem together with a written
request specifying the number of Amalco Special Shares to be
redeemed and the business day on which the holder desires to
have Amalco redeem the shares. Upon receipt of such share
certificate or certificates and written request, Amalco shall
redeem such Amalco Special Shares on the date specified in the
written request by paying to the holder, at the option and in
the sole discretion of Amalco, the applicable Redemption Amount
for each Amalco Special Share being redeemed plus a cash payment
in respect of any fraction of a Magna Class A Share as
described in section 2.4 of the Plan of Arrangement.

3.   Dividends

The holders of Amalco Special Shares shall be
entitled to receive dividends if, as and when declared by the
Amalco Board of Directors, out of the assets of Amalco properly
applicable to the payment of dividends, in such amounts and
payable in such manner as the Amalco Board of Directors may from
time to time determine, in its discretion. Subject to the rights
of the holders of any other class of shares of Amalco entitled
to receive dividends in priority to or concurrently with holders
of Amalco Special Shares, the Amalco Board of Directors may in
its discretion declare dividends on Amalco Special Shares to the
exclusion of any other class of share of Amalco. No dividend
shall be paid or set apart for payment if such payment would
affect the ability of Amalco to redeem all of the then issued
and outstanding Amalco Redeemable Preferred Shares.

4.   Priority

The Amalco Special Shares shall be entitled to a
preference over the Amalco Common Shares, and over any other
shares ranking junior to the Amalco Special Shares with respect
to priority in payment of dividends and in the distribution of
assets in the event of the liquidation, dissolution or
winding-up of Amalco, whether voluntary or involuntary, or any
other distribution of the assets of Amalco among its
shareholders for the purpose of winding up its affairs. The
Amalco Special Shares shall rank pari passuwith the
Amalco Redeemable Preferred Shares.

5.   Voting Rights

Except as otherwise provided in the OBCA, the
holders of the Amalco Special Shares shall not be entitled to
receive notice of, to attend or to vote at any meeting of the
shareholders of Amalco.

6.   Cancellation

Any Amalco Special Shares that are redeemed by
Amalco pursuant to any provision hereof shall for all purposes
be considered to have been redeemed on, and will be cancelled
concurrently with, the payment by Amalco to, or for the benefit
of, the holder thereof of the applicable Redemption Amount.

C-12



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##### 



Amalco Common Shares



|   |                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------
|C. | The Amalco Common Shares shall have attached
    thereto the following rights, privileges, restrictions
    and conditions:

1.   Voting

The Amalco Common Shares shall carry and be
entitled to one (1) vote per share at all meetings of the
shareholders of Amalco, except a class or series meeting of the
holders of a particular class or series of shares other than the
Amalco Common Shares.

2.   Dividends

The holders of the Amalco Common Shares shall be
entitled to receive such dividends as may be declared thereon by
the Amalco Board of Directors. No dividend shall be paid or set
apart for payment if such payment would affect the ability of
Amalco to redeem all of the then issued and outstanding Amalco
Redeemable Preferred Shares.

3.   Dissolution

In the event of the liquidation, dissolution or
winding-up of Amalco, whether voluntary or involuntary, or any
other distribution of the assets of Amalco among its
shareholders for the purpose of winding-up its affairs, all the
property and assets of Amalco available for distribution to the
holders of the Amalco Common Shares shall be paid or distributed
equally, share for share, to the holders of the Amalco Common
Shares, without preference or priority.

C-13



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##### 



SCHEDULE 2.2(e)



|    |                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The name of the corporation continuing from the
    Magna Amalgamation shall be Magna International Inc..                                                                                                                                                                                                                            
|   
|(b) | The address of the registered office of Magna
    International Inc. shall be 337 Magna Drive, Aurora, Ontario
    L4G 7K1.                                                                                                                                                                                                            
|   
|(c) | The number of directors of Magna International
    Inc. shall be a minimum of five (5) and a maximum of
    fifteen (15).                                                                                                                                                                                                              
|   
|(d) | The directors of Magna International Inc.
    immediately following the Magna Amalgamation will be those
    persons who are directors of Magna immediately prior to the
    Effective Time, each of whom will hold office until the next
    annual meeting of shareholders or until his or her successor is
    elected or appointed.
|   
|(e) | There shall not be any restrictions on the
    business Magna International Inc. may carry on or on the powers
    Magna International Inc. may exercise.                                                                                                                                                                              
|   
|(f) | The classes and any maximum number of shares that
    Magna International Inc. shall be authorized to issue shall be
    as follows:                                                                                                                                                                                                   



| |                                                  
| | -------------------------------------------------
| | 99,760,000 Preference Shares, issuable in series.

1,412,341 Class B Shares.


Unlimited number of Class A Subordinate
Voting Shares.




|    |                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(g) | The rights, privileges, restrictions and
    conditions (if any) attaching to each class of shares and
    directors authority with respect to any class of shares which
    may be issued in series shall be as set out on pages 3A
    to 3E attached to this schedule.
|   
|(h) | The issue, transfer or ownership of shares shall
    not be restricted.                                                                                                                                                                                                  
|   
|(i) | See pages 4A to 4E attached to this schedule for
    other provisions.                                                                                                                                                                                                   

C-14



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(PAGE 3A)

C-15



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(PAGE 3B)

C-16



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##### 



(PAGE 3C)

C-17



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(PAGE 3D)

C-18



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##### 



(PAGE 3E)

C-19



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##### 



(PAGE 4A)

C-20



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##### 



(PAGE 4B)

C-21



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##### 



(PAGE 4C)

C-22



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##### 



(PAGE 4D)

C-23



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##### 



(PAGE 4E)

C-24



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##### 



EXHIBIT D

INTERIM ORDER (ISSUED)


Commercial List Court File No. 05-CL-5713

ONTARIO

SUPERIOR COURT OF JUSTICE


COMMERCIAL LIST

|                   |  |                        
|------------------ |  | -----------------------
|THE HONOURABLE     |  | )  MONDAY, THE 24th    
|MR. JUSTICE FARLEY |  | )  DAY OF JANUARY, 2005
|                   |  | )                      



| |                                                             
| | ------------------------------------------------------------
| | IN THE MATTER OF AN APPLICATION UNDER SECTION
    182 OF THE

| |                                                                   
| | ------------------------------------------------------------------
| | BUSINESS CORPORATIONS
    ACT,R.S.O. 1990, c. B.16, AS
    AMENDED
|
| | AND IN THE MATTER OF A PROPOSED PLAN OF
    ARRANGEMENT OF        
| | DECOMA INTERNATIONAL INC.                                         
|
| | DECOMA INTERNATIONAL INC.                                         

Applicant

INTERIM ORDER




THIS MOTION, made by the Applicant, Decoma
International Inc. (Decoma), for an interim order
for advice and directions pursuant to section 182(5) of the
Business Corporations Act (Ontario), R.S.O. 1990, c.
B.16, as amended (the OBCA), was heard this day at
393 University Avenue, Toronto, Ontario.

ON READING the Notice of Application, the Notice
of Motion, the Affidavit of R. David Benson, sworn
January 21, 2005 (the Affidavit) and the
exhibits thereto, and on hearing the submissions of counsel for
the Applicant,

Definitions

1.   THIS COURT ORDERS that for
the purposes of this Interim Order, all capitalized terms not
otherwise defined herein shall have the respective meanings
ascribed to them in the draft Circular attached as
Exhibit A to the Affidavit.

Meeting

2.   THIS COURT ORDERS that Decoma
is authorized to call, hold and conduct the Meeting to consider
and, if deemed advisable, to pass, with or without variation,
the Arrangement Resolution, and to authorize, approve and adopt
the Arrangement in substantially the same form as the Plan of
Arrangement.

3.   THIS COURT ORDERS that the
Meeting shall be called, held and conducted in accordance with
the Notice, the OBCA and the articles and by-laws of Decoma
(including quorum requirements), subject to the terms of this
Interim Order or any further order of this Court.

4.   THIS COURT ORDERS that the
only persons entitled to attend or speak at the Meeting shall
be: (a) the registered shareholders or their respective
proxy holders; (b) the officers, directors, auditors and
advisors of Decoma and (c) other persons who may receive
the permission of the Chair of the Meeting.

Amendments

5.   THIS COURT ORDERS that Decoma
is authorized to make, in the manner contemplated in the
Arrangement Agreement, such amendments, revisions and/or
supplements to the Plan of Arrangement as it may determine and
without any additional notice, and the Plan of Arrangement as so
amended, revised or supplemented shall be the Plan of
Arrangement submitted to the Meeting and the subject of the
Arrangement Resolution.

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Adjournments and Postponements

6.   THIS COURT ORDERS that
Decoma, if it deems advisable, is authorized to adjourn or
postpone the Meeting on one or more occasions, without the
necessity of first convening the Meeting or first obtaining any
vote of the shareholders respecting the adjournment or
postponement.

Solicitation of Proxies

7.   THIS COURT ORDERS that Decoma
is authorized to use the form of proxy, in substantially the
same form attached as Exhibit F to the
Affidavit, subject to Decomas ability to insert dates, the
names of the registered shareholders, the number of Decoma
Class A Subordinate Voting Shares and other relevant
information in the final form of proxy. Each of Decoma and Magna
is authorized, at its expense, to solicit proxies, directly and
through its officers, directors and employees, and through such
agents or representatives as it may retain for that purpose, and
by mail or such other forms of personal or electronic
communication as it may determine. The procedure for the use of
proxies at the Meeting shall be as set out in the Circular.
Decoma may waive, in its discretion, the time limits for the
deposit of proxies by the shareholders if Decoma deems it
advisable to do so.

Notice of the Meeting, the Application and
Distribution of the Circular

8.   THIS COURT ORDERS that the
Notice of Application, the Notice, the Circular, the form of
proxy, the Letter of Transmittal and the Notice of Guaranteed
Delivery (collectively referred to as the Meeting
Materials) in substantially the same form attached as
Exhibits A, F, G and
H to the Affidavit (subject to Decomas ability
to change dates and make amendments or provide such additional
communications or documents thereto as counsel for Decoma may
advise are necessary or desirable, provided that such changes,
amendments, communications or documents are not inconsistent
with the terms of this Interim Order) and this Interim Order
shall be distributed to the shareholders, the directors of
Decoma and the auditors of Decoma by one or more of the
following methods not later than twenty-one (21) days prior
to the Meeting:



| |     |                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | in the case of the registered shareholders, by
    prepaid ordinary mail, by expedited parcel post, by courier or
    by delivery in person, addressed to each such holder at his, her
    or its address, as shown on the books and records of Decoma as
    of the Record Date;
|
| | (b) | in the case of non-registered shareholders, by
    providing multiple copies of the Meeting Materials to
    intermediaries and registered nominees in a timely manner;                                                                                                          
|
| | (c) | in the case of the directors of Decoma, by
    pre-paid ordinary mail, by expedited parcel post, by courier or
    by delivery in person, addressed to the individual directors;                                                                                                 
|
| | (d) | in the case of the auditors of Decoma, by
    pre-paid ordinary mail, by expedited parcel post, by courier or
    by delivery in person, addressed to the firm of auditors;                                                                                                      

and that such mailing, delivery and distribution
shall constitute good and sufficient notice of the Application,
the Meeting, and the hearing in respect of the Application upon
such persons.

9.   THIS COURT ORDERS that the
Notice of Application and the Circular (collectively the
Court Materials) in substantially the same form as
set out in Exhibit A to the Affidavit (subject
to Decomas ability to change dates and make amendments or
provide such additional communications or documents thereto as
counsel for Decoma may advise are necessary or desirable,
provided that such changes, amendments, communications or
documents are not inconsistent with the terms of this Interim
Order), shall be distributed to holders of Decoma Options by
prepaid ordinary mail, by expedited parcel post, by courier (at
their addresses as they appear on the books and records of
Decoma as of the Record Date) or by delivery in person not later
than twenty-one (21) days before the Meeting and that such
mailing, delivery and distribution shall constitute good and
sufficient notice of the Application and the hearing in respect
of the Application upon such persons. The holders of such Decoma
Options are hereby made parties to this proceeding.

10. THIS COURT ORDERS that the accidental
failure or omission to give notice of the Meeting or distribute
the Meeting Materials or the Court Materials in accordance with
paragraphs 8 and 9 above, or the non-receipt of such
notice or the Meeting Materials or the Court Materials, shall
not constitute a breach of this Interim Order or a defect in the
calling of the Meeting or invalidate any resolution passed or
proceedings taken at the Meeting, but if any such failure or
omission is brought to the attention of Decoma, then Decoma
shall use its best efforts to rectify it by the method and in
the time most practicable in the circumstances.

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11. THIS COURT ORDERS that no other form of
service of the Meeting Materials or the Court Materials or any
portion thereof need be made or notice given or other material
served in respect of these proceedings or the Meeting, except as
may be directed by a further order of this Court.

Voting

12. THIS COURT ORDERS that, subject to
further order of this Court, the vote required to pass and
approve the Arrangement Resolution shall be the affirmative vote
of:



| |     |                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | not less than 66 2/3% of the votes cast by
    holders of Decoma Class A Subordinate Voting Shares, voting
    separately as a class at the Meeting in person or by proxy;
|
| | (b) | a simple majority of the votes cast by Minority
    Shareholders voting at the Meeting in person or by proxy; and                                                         
|
| | (c) | a written resolution of all holders of Decoma
    Class B Shares, voting separately as a class; and                                                                       
|
| | (d) | a written resolution of all holders of Decoma
    Convertible Preferred Shares, voting separately as a class.                                                             

13.   THIS COURT ORDERS that the
votes shall be taken at the Meeting on the basis that the
shareholders are entitled to cast one vote per Decoma
Class A Subordinate Voting Share held. For this purpose,
any spoiled votes, illegible votes, defective votes and
abstentions shall be deemed to be votes not cast. Proxies that
are properly signed and dated but which do not contain voting
instructions shall be voted in favour of the Arrangement
Resolution.

14.   THIS COURT ORDERS that the
only persons entitled to vote at the Meeting shall be the
registered shareholders at the end of business on the Record
Date for the Meeting, subject to the provisions of the OBCA and
the Notice with respect to persons who may become registered
shareholders after that date.

Dissent Rights

15.   THIS COURT ORDERS that each
Shareholder shall be entitled to exercise rights of dissent and
appraisal in connection with the Arrangement Resolution in
accordance with section 185 of the OBCA, as modified
hereby. In order for a Dissenting Shareholder to be entitled to
dissent pursuant to section 185, notwithstanding
section 185(6) of the OBCA, a written objection must be
received by Decoma by no later than 5:00 p.m. (Toronto
time) on the business day preceding the date of the Meeting.

Hearing of Application for Approval of
Arrangement

16.   THIS COURT ORDERS that upon
approval by the shareholders of the Arrangement Resolution in
the manner set forth in this Interim Order, Decoma may apply to
this Court for final approval of the Arrangement and the Plan of
Arrangement. The Application is to be heard at 10:00 a.m.
on March 2, 2005 or so soon thereafter as it may be
adjourned to.

17.   THIS COURT ORDERS that the
only persons entitled to notice of any further proceedings
herein, including the hearing of the within Application, and to
appear and to be heard thereon, shall be:



| |     |                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------
| | (a) | Decoma and its solicitors;                                                                                  
|
| | (b) | Magna and its solicitors; and                                                                               
|
| | (c) | any person who has delivered a Notice of
    Appearance in accordance with the Rules of Civil
    Procedure.

18.   THIS COURT ORDERS that any
Notice of Appearance served in response to the Notice of
Application shall be served on counsel for Decoma at the
following address: Torys LLP, Suite 3000, Box 270, TD
Centre, 79 Wellington Street W., Toronto, Ontario M5K 1N2,
Attention: Linda M. Plumpton, with a copy to counsel for Magna
at the following address: Osler, Hoskin & Harcourt LLP,
Box 50, 1 First Canadian Place, Toronto, Ontario,
M5X 1B8, Attention: Laura K. Fric.

19.   THIS COURT ORDERS that any
party who wishes to oppose the within Application for approval
of the Arrangement shall serve upon Decomas solicitors and
Magnas solicitors a notice setting out the basis for such
opposition and a copy of the materials to be used to oppose the
Application at least five (5) days before the date set out
for the Application for approval of the Arrangement or such
shorter time as the Court, by order, may allow.

D-3



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20.   THIS COURT ORDERS that in
the event the within Application for final approval does not
proceed on the date set forth in the Notice of Application, and
is adjourned or postponed, that only those parties having
previously filed a Notice of Appearance shall be entitled to be
given notice of the adjourned or postponed date.

21.   THIS COURT ORDERS that, to
the extent of any inconsistency or discrepancy with respect to
the matters provided for in this Interim Order, between this
Interim Order and the terms of any instrument creating,
governing or collateral to the Decoma Class A Subordinate
Voting Shares or the articles or by-laws of Decoma, this Interim
Order shall govern.

22.   THIS COURT ORDERS that
Decoma shall be entitled to seek leave to vary this Interim
Order.

(REGISTRAR SIGNATURE)

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IN THE MATTER OF AN APPLICATION UNDER SECTION
    182 OF THE BUSINESS CORPORATIONS ACT,R.S.O. 1990, c.
    B.16, AS AMENDED
    
    Court File No: 05-CL- 5713
 AND IN THE MATTER OF A PROPOSED PLAN OF
    ARRANGEMENT OF DECOMA INTERNATIONAL INC. ONTARIOSUPERIOR COURT OF JUSTICEProceeding commenced at TorontoINTERIM ORDERTorys LLPSuite 300079 Wellington St. W.Box 270, TD CentreToronto, OntarioM5K 1N2 CanadaLinda M. Plumpton LSUC#:38400ATel: 416.865.8193Andrew Gray LSUC#: 46626VTel: 416.865.7630Fax: 416.865.7380Solicitors for the ApplicantDecoma International Inc.
 D-5




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(SEAL)
 EXHIBIT E
NOTICE OF APPLICATION FOR FINAL ORDER  ONTARIOSUPERIOR COURT OF JUSTICE
   COMMERCIAL LIST IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE
BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT
OF DECOMA INTERNATIONAL INC. DECOMA INTERNATIONAL INC. Applicant NOTICE OF APPLICATION TO THE RESPONDENTS A LEGAL PROCEEDING HAS BEEN COMMENCED by the applicant. The claim made by the applicant
appears on the following page. THIS APPLICATION will come on for a hearing before a Judge presiding over the Commercial
List on March 2, 2005, at 10:00 a.m. or as soon after that time as the Application may be heard
at 393 University Avenue, Toronto, Ontario. IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or
to be served with any documents in the application, you or an Ontario lawyer acting for you must
forthwith prepare a notice of appearance in Form 38A prescribed by the rules of court, serve it
on the applicants lawyer or, where the applicant does not have a lawyer, serve it on the
applicant, and file it, with proof of service, in this court office, and you or your lawyer must
appear at the hearing. IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE
OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving
your notice of appearance, serve a copy of the evidence on the applicants lawyer or, where the
applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service,
in the court office where the application is to be heard as soon as possible, but not later than
2 p.m. on the day before the hearing. IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT
FURTHER NOTICE TO YOU. E-1




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- 2 - If you wish to defend this proceeding but are unable to pay legal fees, legal aid may be
available to you by contacting a local Legal Aid office. Date: January 18, 2005
    
    (Local Registrar)
Local RegistrarAddress of court office:
393 University Avenue
Toronto, ON M5G 1E6
  TO:
    HOLDERS OF CLASS A SUBORDINATE VOTING SHARES OF DECOMA INTERNATIONAL INC.AND TO:
    HOLDERS OF OPTIONS TO PURCHASE CLASS A SUBORDINATE VOTING SHARES OF DECOMA INTERNATIONAL INC.AND TO:
    Osier, Hoskin & Harcourt LLP
Box 50, 1 First Canadian Place
Toronto, ON M5X 1B8
Larry P. Lowenstein
Laura K. Fric
Tel: 416.862.6454/5899
Fax: 416.862.6666
Solicitors for Magna International Inc. E-2




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-3- APPLICATION  1.
    The applicant, Decoma International Inc. (Decoma), makes application for:  (a)
    an Interim Order for advice and directions pursuant to section 182(5) of
the Business Corporations Act(Ontario), R.S.O. 1990, c. B.16, as amended (the OBCA);(b)
    a Final Order pursuant to sections 182(3) and 182(5) of the OBCA approving a plan of arrangement (the Arrangement) involving Decoma and certain of its security holders; and(c)
    such further and other relief as this Honourable Court may deem just.  2.
    The grounds of the application are:  (a)
    section 182 of the OBCA;(b)
    all statutory requirements under the OBCA have been fulfilled;(c)
    the Arrangement is fair and reasonable;(d)
    certain holders of Class A Subordinate Voting Shares of Decoma and certain
holders of options to purchase Class A Subordinate Voting Shares of Decoma, are
resident outside Ontario and will be served with the Notice of Application at their
addresses as they appear on the books and records of Decoma at the close of
business on the record date established by Decoma pursuant to Rules 17.02(n) and
17.02(o) of the Rules of Civil Procedureand/or as this Honourable Court may
direct in an interim order;(e)
    rules 14.05(1), 14.05(2), 14.05(3)(f) and 38 of the Rules of Civil Procedure; and(f)
    such further and other grounds as counsel may advise and this Honourable Court
may permit.  3.
    If made, it is anticipated that the Final Order approving the Plan of Arrangement will
constitute the basis for an exemption from the registration requirements under section 3(a)(10) of
the United States Securities Act of 1933, as amended, with respect to Class A Subordinate Voting E-3




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- 4 - Shares of Magna International Inc. (Magna) to be issued to certain holders of Class A
Subordinate Voting Shares of Decoma pursuant to the Arrangement.  4.
    The following documentary evidence will be used at the hearing of the application:  (a)
    such Interim Order as may be granted by this Honourable Court;(b)
    the affidavit of R. David Benson, to be sworn, and the exhibits thereto;(c)
    supplementary affidavit material reporting on the results of the proposed
Meeting of holders of Class A Subordinate Voting Shares of Decoma; and(d)
    such further and other material as counsel may advise and this Honourable Court
may permit. January 18, 2005
    
    TORYS LLP
Suite 3000
Box 270, TD Centre
79 Wellington Street W.
Toronto, Ontario M5K 1N2
Linda M. Plumpton LSUC# 38400A
Tel: 416.865.8193
Andrew Gray LSUC#46626V
Tel: 416.865.7630
Fax: 416.865.7380
Solicitors for the Applicant,
Decoma International Inc.
 E-4




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IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THEBUSINESS
CORPORATIONS ACT,R.S.O. 1990, c. B.16, AS AMENDED
    
    Court File No: OS-CL-5713
 AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF DECOMA
INTERNATIONAL INC. ONTARIOSUPERIOR COURT OF JUSTICEProceeding commenced at TorontoNOTICE OF APPLICATIONTorys LLPSuite 300079 Wellington St. W.Box 270, TD CentreToronto, OntarioM5K 1N2 CanadaLinda M. Plumpton LSUC#:38400ATel: 416.865.8193Andrew Gray LSUC#: 46626VTel: 416.865.7630Fax: 416.865.7380Solicitors for the ApplicantDecoma International Inc.
 E-5




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EXHIBIT F
VALUATION AND FAIRNESS OPINION
    
    Scotia Capital Inc.
Scotia Plaza, 66th Floor
40 King Street West
Box 4085, Station A
Toronto, Ontario M5W 2X6
 (SCOTIA CAPITAL LOGO) January 13, 2005 The Special Committee of the Board of Directors
Decoma International Inc.
50 Casmir Court
Concord, Ontario
L4K 4J5 To the Special Committee: Scotia Capital Inc. (Scotia Capital) understands that the board of directors (the Board) of
Decoma International Inc. (Decoma or the Company) has received a proposal (the Magna Offer)
from Magna International Inc. (Magna) to acquire all of the outstanding Class A Subordinate
Voting Shares of Decoma (the Decoma Shares) not already owned by Magna by way of a court-approved
plan of arrangement under Ontario law (the Arrangement). The consideration (the Offer
Consideration) payable under the Arrangement would consist of 0.1453 Class A Subordinate Voting
Shares of Magna for each Decoma Share or, at the election of the Decoma shareholder, cash (in
Canadian dollars) based on the volume-weighted average price (VWAP) of the Class A Subordinate
Voting Shares of Magna (the Magna Shares) on the Toronto Stock Exchange (the TSX) over the five
consecutive trading days ending on the last trading day immediately preceding the effective date of
the Arrangement. The aggregate cash payable to all electing Decoma shareholders will not exceed
C$150 million. Magna currently owns, directly or indirectly, 31,909,091 Class B Shares of the
Company and 29,246,067 Decoma Shares, representing an approximate equity interest of 73.2% and an
approximate voting interest of 96.8% in the Company. Scotia Capital understands that the Arrangement is a business combination under Ontario
Securities Commission Rule 61-501 and a going private transaction under Policy Statement Q-27 of
the Autorité des marchés financiers du Québec (collectively, the Rules). The terms of the Magna Offer are to be more fully described in the Companys Management Information
Circular/Proxy Statement (the Circular) to be prepared in compliance with applicable laws,
regulations, policies and rules (including the Rules) and mailed to holders of Decoma Shares
(Decoma Shareholders) in connection with the Magna Offer. Scotia Capital understands that this
letter will form an exhibit to, and will be referenced in, the Circular. Scotia Capital further understands that a special committee of directors of the Board independent
of all interested parties in respect of the Magna Offer for the purposes of the Rules (the Special
Committee) has been appointed to consider the Magna Offer and to make recommendations thereon to
the Board. The Special Committee retained Scotia Capital to act as its financial advisor in
respect of the Magna Offer, to prepare and deliver to the Special Committee a formal valuation (the
Valuation) of the Decoma Shares in accordance with the Rules and to provide an opinion (the
Opinion) as to the  The Scotia Capital trademark represents the corporate and investment banking businesses of The Bank of Nova Scotia, Scotia Capital Inc. and Scotia Capital (USA) Inc.  all members of the Scotiabank Group.
Scotia Capital Inc. is a subsidiary of The Bank of Nova Scotia. F-1




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Decoma International
Inc. January 13, 2005
Page 2 fairness of the Offer Consideration, from a financial point of view, to Decoma Shareholders
other than Magna and its affiliates and their respective associates (the Decoma Minority
Shareholders). Engagement of Scotia Capital The Special Committee initially contacted Scotia Capital regarding the potential valuation and
opinion assignment in relation to the Magna Offer on November 18, 2004. Scotia Capital was
formally engaged by the Special Committee pursuant to an agreement between the Special Committee,
the Company and Scotia Capital dated November 18, 2004 (the Engagement Agreement). The terms of the Engagement Agreement provide for Scotia Capital to be paid a total fee of
C$900,000 for, among other things, the preparation and delivery of the Valuation and Opinion. In
addition, Scotia Capital is to be reimbursed for reasonable out-of-pocket expenses and to be
indemnified by the Company in certain circumstances. The fee payable to Scotia Capital is not
contingent in whole or in part on the outcome of the Magna Offer or on the conclusions reached in
the Valuation or Opinion. Subject to the terms of the Engagement Agreement, Scotia Capital
consents to the inclusion of the Valuation and Opinion, in their entirety, together with summaries
thereof in form acceptable to Scotia Capital, in the Circular and to the filing thereof with the
securities commissions or similar regulatory authorities in each province and territory of Canada
and with applicable securities regulatory authorities in the United States. Credentials of Scotia Capital Scotia Capital represents the global corporate and investment banking businesses of The Bank of
Nova Scotia, one of North Americas premier financial institutions. In Canada, Scotia Capital is
one of the countrys largest corporate and investment banking firms with operations in all facets
of corporate and government finance, mergers and acquisitions, equity and fixed income sales and
trading, and investment research. Scotia Capital has participated in a significant number of
transactions involving private and public companies and has extensive experience in preparing
valuations and fairness opinions. The Valuation and Opinion expressed herein represent the opinions of Scotia Capital and the form
and content thereof have been approved for release by a committee of professionals of Scotia
Capital, each of whom is experienced in mergers and acquisitions and valuation matters. Independence of Scotia Capital Scotia Capital is a wholly owned subsidiary of The Bank of Nova Scotia. None of Scotia Capital or
any of its affiliated entities (as such term is defined for the purposes of the Rules): (a) is an
associated or affiliated entity or issuer insider (as those terms are defined for the purposes of
the Rules) of Decoma or Magna or any of their respective associates or affiliates; (b) is an
advisor to Magna in connection with the Arrangement; (c) is a manager or co-manager of a soliciting
dealer group formed in respect of the Arrangement (or a member of such a group performing services
beyond the customary soliciting dealers functions or receiving more than the per security or per
security holder fees payable to the other members of the group); or (d) has a financial incentive
in respect of the conclusions reached in the Valuation or the Opinion or has a material financial
interest in the completion of the Arrangement. Neither Scotia Capital nor any affiliated entity
(other than The Bank of Nova Scotia, as described below) has during the twenty-four (24) months
before it was first contacted to perform the services described herein: (i) had a F-2




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Decoma International Inc.
January 13, 2005
Page 3 material involvement in an evaluation, appraisal or review of the financial condition of
Magna, or an associated or affiliated entity of Magna, other than Decoma; (ii) had a material
involvement in an evaluation, appraisal or review of the financial condition of Decoma, or an
associated or affiliated entity of Decoma, if the evaluation, appraisal or review was carried out
at the direction or request of Magna or paid for by Magna; (iii) acted as a lead or co-lead
underwriter of a distribution of securities by Magna, or acted as a lead or co-lead underwriter of
a distribution of securities by Decoma where the retention was carried out at the direction or
request of Magna or paid for by Magna; (iv) had a material financial interest in a transaction
involving Magna; or (v) had a material financial interest in a transaction involving Decoma other
than by virtue of performing the services referred to in (ii) or (iii) above, and neither Scotia
Capital nor any affiliated entity is a lead or co-lead lender or manager of a lending syndicate in
respect of the Arrangement, except for the services provided under the Engagement Letter and the
following: (i) Scotia Capital participated as a syndicate member in the March 2003 offering by
Decoma of its 6.5% unsecured, subordinated convertible debentures maturing March 31, 2010 (the
Convertible Debentures); and (ii) Scotia Capital acted as financial advisor to the special
committee of the board of directors of MI Developments Inc., an affiliate of Magna, with respect to
its proposed acquisition of all outstanding shares (other than those owned by it and related
parties) in the capital of Magna Entertainment Corp., another affiliate of Magna. The fees
received by Scotia Capital in connection with the above activities, together with the fee payable
under the Engagement Agreement, are not material to Scotia Capital. The Bank of Nova Scotia is:
(i) a lead arranger and administrative agent for Magnas senior unsecured credit facility; (ii) a
syndicate member for Decomas senior unsecured credit facility; and (iii) a co-lead arranger and
administrative agent for Intier Automotive Inc.s senior unsecured credit facility. The fees
received in connection therewith are not material to The Bank of Nova Scotia.Scotia Capital does
not believe that any of these relationships affect Scotia Capitals independence with respect to
the Valuation or the Opinion. There are no understandings, agreements or commitments between Scotia Capital, or any affiliated
entity of Scotia Capital, and Decoma or Magna or any of their respective associates or affiliates
with respect to any future business dealings. Scotia Capital may, in the future, in the ordinary
course of its business, perform financial advisory, investment banking or corporate lending
services for Decoma or Magna or for any of their respective associates or affiliates. Scotia Capital acts as a trader and dealer, both as principal and agent, in major financial markets
and, as such, may have had and may in the future have positions in the securities of Decoma, Magna
or any of their respective associates or affiliates and, from time to time, may have executed or
may execute transactions on behalf of such companies or clients for which it received or may
receive compensation. As an investment dealer, Scotia Capital conducts research on securities and
may, in the ordinary course of its business, provide research reports and investment advice to its
clients on investment matters, including with respect to Decoma, Magna or for any of their
associates or affiliates, or with respect to the Magna Offer. Scotia Capital is of the view that it is independent of all interested parties in the Magna Offer
as defined by the Rules. F-3




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Decoma International Inc.
January 13, 2005
Page 4 Scope of Review In connection with the Valuation and Opinion, Scotia Capital reviewed, considered and relied upon
(without attempting to verify independently the completeness or accuracy thereof) or carried out,
among other things, the following:  1.
    The draft copy of the Circular dated December 24, 2004;2.
    A draft copy of the agreement to give effect to the Arrangement dated January 5, 2005;3.
    Publicly-available financial statements and other business and financial information of, or
concerning, Decoma and Magna, including, but not limited to:  a.
    Annual reports for Decoma (including audited consolidated financial statements) for the
fiscal years ended December 31, 2001, 2002 and 2003;b.
    Annual information forms for Decoma for the fiscal years ended December 31, 2001, 2002
and 2003;c.
    Unaudited consolidated interim financial statements of Decoma for the periods ended and
as at March 31, 2004, June 30, 2004 and September 30, 2004, with comparative figures for
the period ended and as at March 31, 2003, June 30, 2003 and September 30, 2003;d.
    Managements discussion and analysis of the financial condition and results of the
operations of Decoma for the fiscal years ended and as at December 31, 2003, December 31,
2002 and December 31, 2001 and for the periods ended March 31, 2004, June 30, 2004 and
September 30, 2004;e.
    Notices of annual meetings and management information circular/proxy statements for
Decoma for the annual meetings of shareholders held in each of 2002, 2003 and 2004;f.
    Annual reports for Magna (including audited consolidated financial statements) for the
fiscal years ended December 31, 2001, 2002 and 2003;g.
    Annual information forms for Magna for the fiscal years ended December 31, 2001, 2002
and 2003;h.
    Unaudited consolidated interim financial statement reports for Magna for the periods
ended and as at March 31, 2004, June 30, 2004 and September 30, 2004, with comparative
figures for the period ended and as at March 31, 2003, June 30, 2003 and September 30,
2003;i.
    Notices of annual meetings and management information circular/proxy statements for
Magna for each of the annual meetings of shareholders held in each 2002, 2003 and 2004;j.
    Managements discussion and analysis of the financial condition and results of the
operations of Magna for the fiscal years ended and as at December 31, 2003, December 31,
2002 and December 31, 2001 and for the periods ended March 31, 2004, June 30, 2004 and
September 30, 2004;k.
    Press release and related presentations dated October 25, 2004 issued by Magna with
respect to the Magna Offer; F-4




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##### 



Decoma International Inc.
January 13, 2005
Page 5  l.
    Decoma Affiliation Agreement made as of December 8, 1997 between Decoma, Magna,
and 1269935 Ontario Inc. and related amendments (collectively, the Affiliation
Agreement); andm.
    The indenture dated March 27, 2003, governing the issuance and terms of the Convertible
Debentures.  4.
    Selected internal financial statements and other business and financial information of the
Company including forward-looking projections and material non-public information provided to
us by the Company including, but not limited to, the following:  a.
    Decomas 2004-2007 Business Plan (the Decoma Business Plan) including divisional
business plans for each of Decomas divisions and operating facilities;b.
    Decoma business plan presentations to the Board delivered December 2004;c.
    Detailed historical financial information for Decoma including unaudited monthly results
for each month in the fiscal year ended December 31, 2004;d.
    Sales projections 2004-2007 by program prepared by Decoma on June 30, 2004;e.
    Detailed financial information for Decoma regarding input costs, foreign exchange and
capital expenditures;f.
    Summary tax information for Decoma; andg.
    A summary litigation list for Decoma.  5.
    Selected industry information including, but not limited to, the following:  a.
    Light vehicle
production and sales volume estimates from commercially available sources;b.
    Foreign
exchange rate projections from commercially available sources; andc.
    Research reports for
Decoma and Magna and general industry reports.  6.
    Participated in site visits, meetings and discussions with representatives of the senior
management of Decoma and Magna to discuss the business, operations, financial position and
certain other financial and operating data of Decoma including, but not limited to, the
following:  a.
    Detailed due diligence sessions with senior management of Decoma;b.
    Site visits to
certain of Decomas facilities;c.
    Discussions with the Special Committee;d.
    Discussions
with legal counsel to Decoma and legal counsel to the Special Committee;e.
    Discussions
with representatives of the senior management of Magna; andf.
    Discussions with the
financial advisors of Magna.  7.
    Reviewed the reported prices and trading history of the Decoma Shares as compared to the
reported prices and trading histories of the shares of other comparable companies, including
Magna, which we deemed relevant; F-5




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##### 



Decoma International Inc.
January 13, 2005
Page 6  8.
    Compared the financial performance of the Company with that of certain other
publicly-traded companies that were deemed to be relevant;9.
    Compared the proposed financial terms of the Magna Offer to corresponding financial terms, to
the extent publicly available, of selected transactions that were deemed to be relevant;10.
    Reviewed the historical trading and liquidity of the Magna Shares on the TSX;11.
    Officers certificates dated January 13, 2005 from senior officers of Decoma (the Decoma
Certificates) attesting to, among other things, the accuracy and completeness of the information
provided to Scotia Capital upon which the Valuation and Opinion are based;12.
    Officers certificates dated January 13, 2005 from senior officers of Magna (the Magna
Certificates) stating that, other than what has been publicly disclosed or disclosed to Scotia
Capital as part of the due diligence session held with senior management of Magna, Magna is not
aware of any pending plan or proposal that would constitute a material change (as defined in the
Securities Act(Ontario)) in the affairs of Magna or any other facts that would reasonably be
expected to affect materially the opinions to be given by Scotia Capital in connection with its
engagement in relation to the Magna Offer; and13.
    Such other corporate, industry and financial market information, investigations and analyses as
Scotia Capital considered necessary or appropriate in the circumstances. Scotia Capital has not, to the best of its knowledge, been denied access by the Company to any
information requested by Scotia Capital. The auditors of Decoma and Magna required that Scotia Capital indemnify and release the auditor as
a condition to releasing information to Scotia Capital in connection with its engagement. Such
condition was not acceptable to Scotia Capital. Accordingly, Scotia Capital did not meet with the
auditors as part of its review and has assumed the accuracy and fair presentation of, and has
relied upon, audited financial statements of Decoma and Magna and the reports of the auditors
thereon. Prior Valuations The Company has represented to Scotia Capital that, to the best of its knowledge, there have been
no prior valuations (as defined in the Rules) of the Company or any of its material assets or
subsidiaries prepared within the past twenty-four (24) months. Assumptions and Limitations With the Special Committees approval and as provided for in the Engagement Agreement, Scotia
Capital has, subject to the requirements of the Rules, relied upon, without independent
verification, all financial and other information that was obtained by Scotia Capital from public
sources or that was provided to Scotia Capital by Decoma, Magna or any of their respective
associates, affiliates, advisors or otherwise. Scotia Capital has assumed that this information is
complete and accurate and does not omit to state any material fact or any fact necessary to be
stated to make this information not misleading. The Valuation and Opinion are conditional upon
such completeness and accuracy. In accordance with the terms of its engagement, but subject to the
exercise of its professional judgment and the requirements of F-6




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Decoma International Inc.
January 13, 2005
Page 7 the Rules, Scotia Capital has not conducted any independent investigation to verify the
completeness or accuracy of this information. With respect to the financial forecasts and budgets
provided to Scotia Capital and used in its analyses, Scotia Capital has assumed that they have been
reasonably prepared on bases reflecting the best currently available estimates and judgments of
management of the Company or their respective associates or affiliates, as the case may be, as to
the matters covered thereby. Senior officers of the Company have separately represented to us, in
the Decoma Certificates, amongst other things: (a) that the Company has no information or knowledge
of any facts public or otherwise not specifically provided to Scotia Capital relating to the
Company or any of its subsidiaries or affiliates which would reasonably be expected to affect
materially the Valuation or Opinion to be given by Scotia Capital; (b) with the exception of
forecasts, projections or estimates, the written information and written data provided to Scotia
Capital by or on behalf of the Company in respect of the Company and its subsidiaries or
affiliates, in connection with the Magna Offer is or, in the case of historical information or
data, was, at the date of preparation, true and accurate in all material respects and no additional
material, data or information would be required to make the data provided to Scotia Capital by the
Company not misleading in light of circumstances in which it was prepared; (c) to the extent that
any of the data was historical, there have been no changes in material facts or new material facts
since the respective dates thereof which have not been disclosed to Scotia Capital or updated by
more current information or data disclosed; (d) any portions of the data provided to Scotia Capital
which constitute forecasts, projections or estimates were prepared using the assumptions identified
therein, which, in the opinion of the Company, are (or were at the time of preparation) reasonable
in the circumstances; (e) there have been no valuations or appraisals of the Company or any
material property of the Company or any of its subsidiaries or affiliates, made in the preceding
twenty-four (24) months and in the possession or control or knowledge of the Company other than
those provided to Scotia Capital or, in the case of valuations known to the Company which it does
not have within its control, notice of which has been given to Scotia Capital; (f) there have been
no offers for or transactions involving all or any material property of the Company or any of its
subsidiaries during the preceding twenty-four (24) months that have not been disclosed to Scotia
Capital; (g) the Company has complied with the Engagement Agreement in all material respects; and
(h) there is no plan or proposal for any material change (as defined in the Securities Act
(Ontario)) in the affairs of the Company that has not been disclosed to Scotia Capital. The Valuation and Opinion are based upon the securities markets, economic, general business and
financial conditions prevailing today and the conditions and prospects, financial and otherwise, of
the Company, as they were reflected in the Information reviewed by Scotia Capital. In its analysis
and in preparing the Valuation and Opinion, Scotia Capital has made numerous assumptions with
respect to industry performance, general business and economic conditions, and other matters, many
of which are beyond the control of Scotia Capital, the Company or any of their respective
associates or affiliates. The Valuation and Opinion have been provided for the use of the Special Committee and the Board and
for inclusion in the Circular (together with summaries thereof in form acceptable to Scotia
Capital) and may not be used by any other person or relied upon by any other person without the
express written consent of Scotia Capital. The Valuation and Opinion are given as of the date
hereof and Scotia Capital disclaims any undertaking or obligation to advise any person of any
change in any fact or matter affecting the Valuation and Opinion which may come or be brought to
Scotia Capitals attention after the date hereof. Without limiting the foregoing, in the event
that there is any material change in any fact or matter after the date hereof, Scotia Capital
reserves the right to, but has no obligation to, change, modify or withdraw the Valuation and
Opinion. F-7




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##### 



Decoma International Inc.
January 13, 2005
Page 8 Scotia Capital expresses no opinion herein concerning the future trading prices of the
securities of Decoma, Magna or any of their respective associates or affiliates and makes no
recommendations to the Decoma Minority Shareholders with respect to the Arrangement. Scotia Capital has based the Valuation and Opinion upon a variety of factors. Scotia Capital
believes that its analyses must be considered as a whole and that selecting portions of its
analyses and specific factors, without considering all factors and analyses together, could create
a misleading view of the considerations underlying the Valuation and Opinion. The preparation of
valuations and opinions are complex processes and are not necessarily susceptible to partial
analyses or summary description. Any attempt to do so could lead to undue emphasis on any
particular factor or analysis. Scotia Capital has assumed that all conditions precedent to the completion of the Arrangement can
be satisfied in due course and that all consents, permissions, exemptions or orders of third
parties and relevant authorities will be obtained, without adverse condition or qualification and
without material cost to Decoma or Magna. Scotia Capital has also assumed that all draft documents
referred to under Scope of Review above are accurate reflections, in all material respects, of
the final form of such documents. F-8




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##### 



Decoma International
Inc. January 13, 2005
Page 9 Overview of Decoma Decoma, together with its subsidiaries, is a full service supplier of exterior vehicle appearance
systems for the worlds automotive industry. The Company designs, engineers and manufactures
automotive exterior components and systems which include fascias (bumpers), front and rear end
modules, liftgates and running boards, plastic body panels, roof modules, exterior trim components,
sealing and greenhouse systems and lighting components for cars and light trucks (including sport
utility vehicles and mini-vans). The Company has approximately 16,000 employees in 52
manufacturing, engineering and product development facilities in Canada, the United States, Mexico,
Germany, Belgium, England, France, Austria, Poland, the Czech Republic and Japan. The following table summarizes the Companys historical financial information: For the 9 Month Period
    
    
    For the 12 Month PeriodEnding September 30,
    
    
    Ending December 31,US$, millions, except per share data
    
    2004
    
    
    2003
    
    
    2003
    
    
    2002Income Statement ItemsTotal Revenues
    
    $
    1,991
    
    
    $
    1,710
    
    
    $
    2,356
    
    
    $
    2,057EBITDA (1)
    
    $
    170
    
    
    $
    197
    
    
    $
    241
    
    
    $
    252Depreciation
    
    $
    72
    
    
    $
    65
    
    
    $
    90
    
    
    $
    78EBIT
    
    $
    98
    
    
    $
    132
    
    
    $
    151
    
    
    $
    174Interest, Net
    
    $
    8
    
    
    $
    8
    
    
    $
    11
    
    
    $
    12Net Income
    
    $
    55
    
    
    $
    76
    
    
    $
    72
    
    
    $
    93Per Share DataEarnings per Class A SubordinateVoting and Class B ShareBasic
    
    $
    0.59
    
    
    $
    0.99
    
    
    $
    0.88
    
    
    $
    1.30Diluted
    
    $
    0.55
    
    
    $
    0.79
    
    
    $
    0.77
    
    
    $
    1.03Shares Outstanding (thousands)Basic
    
    
    83,305
    
    
    
    69,798
    
    
    
    73,420
    
    
    
    67,800Diluted
    
    
    106,308
    
    
    
    103,530
    
    
    
    104,283
    
    
    
    98,307Cash Flow ItemsCash Flow from Operations (2)
    
    $
    134
    
    
    $
    140
    
    
    $
    184
    
    
    $
    189Fixed Asset Additions
    
    $
    86
    
    
    $
    119
    
    
    $
    178
    
    
    $
    100
 Source: Company reports.(1)
    Earnings before interest, taxes, depreciation and amortization, as reported in the Company reports.(2)
    Cash flow from operations before changes in working capital.
 F-9




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##### 



Decoma International Inc.
January 13, 2005
Page 10 The following table summarizes Decomas consolidated balance sheets as at the dates below: As at September 30,
    
    
    As at December 31,US$, millions
    
    2004
    
    
    2003
    
    
    2003
    
    
    2002AssetsCash and Cash Equivalents
    
    $
    73
    
    
    $
    62
    
    
    $
    94
    
    
    $
    82Other Current Assets
    
    $
    761
    
    
    $
    662
    
    
    $
    634
    
    
    $
    483Capital Assets
    
    $
    698
    
    
    $
    627
    
    
    $
    682
    
    
    $
    525Other Assets
    
    $
    119
    
    
    $
    116
    
    
    $
    121
    
    
    $
    102Total Assets
    
    $
    1,652
    
    
    $
    1,467
    
    
    $
    1,530
    
    
    $
    1,193Liabilities and Shareholders EquityCurrent DebtBank Indebtedness
    
    $
    
    
    
    $
    80
    
    
    $
    177
    
    
    $
    55Long-Term Debt
    
    $
    5
    
    
    $
    4
    
    
    $
    5
    
    
    $
    7Due to Magna and its Affiliates
    
    $
    138
    
    
    $
    116
    
    
    $
    142
    
    
    $
    104Convertible Preferred Shares
    
    $
    158
    
    
    $
    141
    
    
    $
    151
    
    
    $
    212Other Current Liabilities
    
    $
    449
    
    
    $
    370
    
    
    $
    372
    
    
    $
    315Long-Term Debt
    
    $
    197
    
    
    $
    89
    
    
    $
    11
    
    
    $
    85Other Liabilities
    
    $
    69
    
    
    $
    58
    
    
    $
    61
    
    
    $
    53Shareholders Equity
    
    $
    636
    
    
    $
    608
    
    
    $
    612
    
    
    $
    363Total liabilities and Shareholders Equity
    
    $
    1,652
    
    
    $
    1,467
    
    
    $
    1,530
    
    
    $
    1,193
 Source: Company reports.
 F-10




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##### 



Decoma International
Inc. January 13, 2005
Page 11 The Decoma Shares are listed on the TSX under the ticker symbol DEC.SV.A and on the NASDAQ National
Market under the ticker symbol DECA. The following table sets forth, for the periods indicated,
the high and low closing prices quoted and the volume traded on the TSX for the Decoma Shares. The
last closing price of the Decoma Shares on the TSX on January 12, 2005 was C$13.08: TSX PriceLow
    
    
    High
    
    
    TotalPer Share
    
    (C$)
    
    
    (C$)
    
    
    Volume(1)January 2003
    
    $
    12.31
    
    
    $
    13.85
    
    
    
    1,582February 2003
    
    $
    11.18
    
    
    $
    13.28
    
    
    
    940March 2003
    
    $
    8.81
    
    
    $
    11.95
    
    
    
    6,862April 2003
    
    $
    9.70
    
    
    $
    11.25
    
    
    
    2,129May 2003
    
    $
    10.52
    
    
    $
    11.74
    
    
    
    1,506June 2003
    
    $
    10.44
    
    
    $
    11.90
    
    
    
    3,574July 2003
    
    $
    11.55
    
    
    $
    12.64
    
    
    
    1,223August 2003
    
    $
    11.91
    
    
    $
    14.50
    
    
    
    2,042September 2003
    
    $
    13.21
    
    
    $
    14.65
    
    
    
    1,118October 2003
    
    $
    13.00
    
    
    $
    14.95
    
    
    
    921November 2003
    
    $
    12.30
    
    
    $
    14.50
    
    
    
    933December 2003
    
    $
    11.98
    
    
    $
    13.85
    
    
    
    2,338January 2004
    
    $
    12.86
    
    
    $
    14.00
    
    
    
    888February 2004
    
    $
    11.31
    
    
    $
    13.25
    
    
    
    2,130March 2004
    
    $
    11.50
    
    
    $
    13.15
    
    
    
    2,149April 2004
    
    $
    12.02
    
    
    $
    12.78
    
    
    
    1,298May 2004
    
    $
    11.84
    
    
    $
    12.95
    
    
    
    1,132June 2004
    
    $
    12.35
    
    
    $
    13.39
    
    
    
    1,085July 2004
    
    $
    12.00
    
    
    $
    12.65
    
    
    
    786August 2004
    
    $
    10.66
    
    
    $
    12.70
    
    
    
    1,022September 2004
    
    $
    9.81
    
    
    $
    10.95
    
    
    
    4,298October 1-22, 2004
    
    $
    9.74
    
    
    $
    11.14
    
    
    
    931October 25-31, 2004
    
    $
    11.55
    
    
    $
    13.27
    
    
    
    10,089November 2004
    
    $
    11.66
    
    
    $
    13.80
    
    
    
    3,833December 2004
    
    $
    13.01
    
    
    $
    14.40
    
    
    
    2,220January 1-12, 2005
    
    $
    13.02
    
    
    $
    14.39
    
    
    
    272
 Source: TSX.(1)
    In thousands of shares traded.
 F-11




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##### 



Decoma International Inc.
January 13, 2005
Page 12 Definition of Fair Market Value For the purpose of the Valuation, fair market value is defined as the monetary consideration that,
in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and
informed seller, each acting at arms length with the other and under no compulsion to act. In
determining the fair market value of the Decoma Shares for the purpose of the Valuation, Scotia
Capital has not made any downward adjustments to reflect the liquidity of the Decoma Shares, the
effect of the Magna Offer on the Company, or the fact that Decoma Shares held by Decoma Minority
Shareholders do not form part of a controlling interest. Valuation  Decoma Shares The Valuation is based on the methodologies and assumptions that Scotia Capital considered
appropriate in the circumstances for the purposes of arriving at an opinion as to the range of fair
market value of the Decoma Shares as at January 12, 2005. Fair market value of the Decoma Shares
was analyzed on a going-concern basis and is expressed on a per share basis. In determining the fair market value of the Decoma Shares, Scotia Capital relied upon the following
methodologies:  (i)
    Discounted cash flow approach (DCF Approach); and(ii)
    Precedent Transactions Approach (as defined below). In preparing the Valuation, Scotia Capital also reviewed and considered the implied trading
multiples of Canadian, U.S., and European publicly traded companies in the automotive parts
industry that were deemed to be relevant (the Comparable Trading Approach). Following such
review, Scotia Capital concluded that the Comparable Trading Approach implied values that were
below the values implied by the DCF Approach and Precedent Transactions Approach. Given the
foregoing and that public company values generally reflect minority discount values rather than en
bloc values, Scotia Capital did not rely upon the Comparable Trading Approach in preparing the
Valuation. Scotia Capital also reviewed and considered the potential value of the Decoma Shares if the Company
were to convert to an income trust (the Income Trust Approach). Following such review, Scotia
Capital concluded that the Company may not be a suitable candidate for such a conversion and that,
even if such a conversion were to be undertaken, the values implied by the Income Trust Approach
were not in excess of those implied by the DCF
Approach and Precedent Transactions Approach. As a result, Scotia Capital did not rely upon the
Income Trust Approach in preparing the Valuation. The Valuation and Opinion have been prepared in accordance with the Disclosure Standards for Formal
Valuations and Fairness Opinions of the Investment Dealers Association of Canada (the
Association) but the Association has not been involved in the preparation or review of this
Valuation or Opinion. Discounted Cash Flow Approach The DCF Approach takes into account the amount, timing and relative certainty of the projected
unlevered after-tax free cash flows (UFCFs) of the Company. The approach requires that certain F-12




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Decoma International Inc.
January 13, 2005
Page 13 assumptions be made regarding, among other things, future UFCFs, discount rates, and terminal
values. The possibility that some of the assumptions will prove to be inaccurate is one factor
involved in the determination of the discount rates to be used in establishing a range of fair
market values. The DCF Approach employed by Scotia Capital involved the calculation of the
enterprise value of the Company, expressed in current U.S. dollars, by discounting to a present
value the UFCFs of the Company expected to be generated between January 1, 2005 and December 31,
2014 as well as a terminal value, determined as at December 31, 2014, such value also having been
discounted to a present value. To arrive at an equity value for the Decoma Shares, Scotia Capital
then deducted from this enterprise value the net debt of the Company, adjusted as appropriate on a
fully diluted basis. To express this equity value on a per share basis, Scotia Capital then divided
the equity value by the fully diluted shares outstanding including in the denominator, where
appropriate, Decoma Shares that would be issuable by the Company upon the conversion of certain
outstanding securities of the Company. Principal Assumptions As part of the analyses and investigations carried out in the preparation of the Valuation, Scotia
Capital reviewed and considered the items outlined under Scope of Review including, but not
limited to, the Decoma Business Plan. Based upon such review as well as, among other things,
detailed discussions with senior management of the Company, Scotia Capital developed for the
purpose of the DCF Approach its own independent view of the projected UFCFs of the Company for the
fiscal years ending December 31, 2005 through December 31, 2014 (the Base Case Scenario). For the
fiscal years 2005-2007, except as outlined and discussed below, Scotia Capital did not make any
significant adjustments to the Decoma Business Plan in preparing the Base Case Scenario. For fiscal
years 2008-2014, Scotia Capital developed its own projections for the UFCFs of the Company based
upon its review and consideration of the items outlined under Scope of Review as well as
discussions with senior management of the Company and the Special Committee. Sales and Light Vehicle Production Volumes In forecasting sales, Scotia Capital reviewed and considered, among other things,
assumptions reflected in the Decoma Business Plan including assumptions with respect to booked and
unbooked business, commercially available light vehicle production volume estimates for North
America and Western Europe published by third-party automotive industry sources including, as
appropriate and where available, estimates for specific automobile programs, long-term light
vehicle production trends, and the Companys historical track record of volume growth as well as
its current operating performance. In developing the Base Case Scenario, Scotia Capital concluded
that it was appropriate to make adjustments to the production volumes incorporated in the Decoma
Business Plan to reflect differences between the consensus production volume estimates from
independent sources and those estimates reflected in the Decoma Business Plan. Adjustments to the
Decoma Business Plan were also incorporated in the Base Case Scenario to reflect more current
information and assumptions. Excluding 7 adjustments related to foreign exchange discussed below,
the impact of these adjustments on the Decoma Business Plan was not material. Long-term projections
for annual sales growth (2008-2014) within a range of 1.2% to 2.2% are reflected in the Base Case
Scenario. F-13




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Decoma International Inc.
January 13, 2005
Page 14 Margins In forecasting margins, Scotia Capital reviewed and considered, among other things, assumptions
reflected in the Decoma Business Plan, the historical margins of the Company as well as its recent
operating and financial results, and the long-term pricing and margin trends in the automotive
parts industry. In developing the Base Case Scenario, Scotia Capital concluded that it was
appropriate to make adjustments to the Decoma Business Plan to reflect, most significantly, slower
than expected improvements in certain European facilities, higher selling, general and
administrative expenses, higher near-term material input costs, and contingency reserves against
future facility launches. In aggregate, prior to adjustments related to foreign exchange discussed
below, the near-term margins in the Base Case Scenario are materially lower than those reflected in
the Decoma Business Plan. Longer-term margins were assumed to remain constant (at lower margins
that those reflected in the Decoma Business Plan) following a transition period to bring the
margins at certain European facilities of the Company to break-even levels. Capital Expenditures In forecasting capital expenditures, Scotia Capital reviewed and considered, among other things,
assumptions reflected in the Decoma Business Plan including assumptions with respect to new
facility launches and/or potential acquisitions, the outlook for sales and margins, capacity
utilization at existing facilities, and the current age and useful life of the Companys assets.
In developing the Base Case Scenario, Scotia Capital concluded that it was appropriate to adjust
the capital expenditures incorporated in the Decoma Business Plan to exclude planned or forecast
expenditures associated with new facility launches and/or potential acquisitions in circumstances
where the expenditures have not already been undertaken, at least in part, and future cash flow
benefits have not been clearly identified. In circumstances where expenditures were excluded from
the Base Case Scenario, any related sales and cash flow benefits were similarly excluded. As a
result of the foregoing, the projected capital expenditures in the Base Case Scenario are
materially below those reflected
in the Decoma Business Plan for 2007. Longer-term assumptions (2008-2014) were determined as a
percentage of sales consistent with the trends established for the period 2005-2007, but with an
upward adjustment over time reflecting some of the considerations identified above. Capital
expenditures in 2014 and the terminal period have been adjusted materially upward from 2013 to
reflect, among other things, assumptions regarding capacity utilization and the then current age
and remaining useful life of the Companys assets. Foreign Exchange Rates In forming its views with respect to foreign exchange rates, Scotia Capital reviewed and considered
historical movements in foreign exchange rates in North America and Europe and commercially
available forecasts of foreign exchange rates published by third-party economists as well as
internal Scotia Capital estimates. In developing the Base Case Scenario, Scotia Capital relied upon
the current spot exchange rates for forecasting the Canadian dollar, the Euro, and the British
Pound, each with respect to the U.S. dollar. These foreign exchange rates were fixed throughout
the forecast and terminal period. The following exchange rates are incorporated in the Base Case
Scenario: C$1.20=US$1.00;
0.75=US$1.00;
0.53=US$1.00. F-14




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##### 



Decoma International Inc.
January 13, 2005
Page 15 En Bloc Considerations In preparing the Base Case Scenario, Scotia Capital also considered potential synergies that a
third-party could realize, and therefore pay for, from the acquisition of 100% of the Company
including, but not limited to, benefits arising from revenue enhancement, cost savings, and capital
expenditure reductions. Following its review and consideration, Scotia Capital is of the view that
prospective purchasers would be unlikely to realize significant synergies from such an acquisition,
other than synergies relating to the non-renewal of the Affiliation Agreement and the elimination
of certain overhead costs. Pursuant to the Affiliation Agreement, Decoma pays to Magna annual affiliation fees (the
Affiliation Fees) based on percentages of consolidated net sales and profitability. The
Affiliation Agreement expires December 31, 2011, subject to certain licensing arrangements that
continue thereafter for fifteen (15) additional years. In developing its projections of the UFCFs
of the Company under the Base Case Scenario, Scotia Capital included within its projections 50% of
the Affiliation Fees (following the expiry of the Affiliation Agreement) and US$5 million in other
cost synergies. The Base Case Scenario  Financial Summary A summary of the UFCFs of the Base Case Scenario is provided below. All figures are based upon a
twelve (12) month period ending December 31 and are presented in millions of U.S. dollars. (US$, millions)
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014Revenue
    
    $
    3,140
    
    
    $
    3,228
    
    
    $
    3,256
    
    
    $
    3,316
    
    
    $
    3,356
    
    
    $
    3,428
    
    
    $
    3,502
    
    
    $
    3,578
    
    
    $
    3,655
    
    
    $
    3,734Revenue Growth
    
    
    14.8
    %
    
    
    2.8
    %
    
    
    0.9
    %
    
    
    1.8
    %
    
    
    1.2
    %
    
    
    2.2
    %
    
    
    2.2
    %
    
    
    2.2
    %
    
    
    2.2
    %
    
    
    2.2
    %EBITDA
    
    $
    230
    
    
    $
    280
    
    
    $
    292
    
    
    $
    304
    
    
    $
    315
    
    
    $
    322
    
    
    $
    328
    
    
    $
    354
    
    
    $
    361
    
    
    $
    369EBITDA Margin
    
    
    7.3
    %
    
    
    8.7
    %
    
    
    9.0
    %
    
    
    9.2
    %
    
    
    9.4
    %
    
    
    9.4
    %
    
    
    9.4
    %
    
    
    9.9
    %
    
    
    9.9
    %
    
    
    9.9
    %Capital Expenditures
    
    
    ($125
    )
    
    
    ($113
    )
    
    
    ($108
    )
    
    
    ($115
    )
    
    
    ($117
    )
    
    
    ($121
    )
    
    
    ($124
    )
    
    
    ($128
    )
    
    
    ($131
    )
    
    
    ($151
    )Working Capital Investments
    
    $
    10
    
    
    
    ($12
    )
    
    
    ($24
    )
    
    
    ($7
    )
    
    
    ($5
    )
    
    
    ($7
    )
    
    
    ($7
    )
    
    
    ($7
    )
    
    
    ($7
    )
    
    
    ($7
    )Unlevered Cash Taxes
    
    
    ($20
    )
    
    
    ($46
    )
    
    
    ($49
    )
    
    
    ($53
    )
    
    
    ($57
    )
    
    
    ($59
    )
    
    
    ($60
    )
    
    
    ($68
    )
    
    
    ($69
    )
    
    
    ($71
    )Unlevered Free Cash Flow
    
    $
    94
    
    
    $
    109
    
    
    $
    110
    
    
    $
    129
    
    
    $
    136
    
    
    $
    136
    
    
    $
    137
    
    
    $
    152
    
    
    $
    154
    
    
    $
    140
 Terminal Growth Rates Scotia Capital relied upon the capitalization in perpetuity of UFCFs to calculate the value of the
Company beyond December 31, 2014. This approach capitalized terminal period UFCFs at the WACC (as
defined below) less a growth factor of 2.0% to 2.5%, determined by reference to, among other
things, the long-term real growth rate in the production of light vehicles in North America and
Western Europe, the Companys historical track record and outlook for volume and market share
growth, the level of expected inflation in the general economy and long-term price and margin
expectations in the automotive parts industry. Discount Rates The projected UFCFs of the Company, as reflected in the Base Case Scenario, were discounted to
calculate an enterprise value in current U.S. dollars at the estimated weighted average cost of
capital F-15




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##### 



Decoma International Inc.
January 13, 2005
Page 16 (WACC) for the Company. The WACC was calculated based upon the Companys after-tax cost of debt
and equity and weighted based upon an assumed optimal capital structure for the Company. In determining the appropriate cost of equity capital, Scotia Capital utilized the capital asset
pricing model which calculates the cost of equity capital with reference to the risk-free rate of
return, the volatility of equity prices relative to a benchmark (beta), equity market risk
premiums and capitalization premiums. Scotia Capital selected an unlevered beta after reviewing the
betas of selected Canadian, U.S. and European publicly traded automotive parts suppliers relative
to relevant market benchmarks. This unlevered beta was then relevered based upon the selected
optimal capital structure. The cost of debt utilized is based upon the risk-free rate of return and
an appropriate borrowing spread to reflect credit risk, such borrowing spread chosen with reference
to the selected optimal capital structure. The optimal capital structure was chosen based upon a
review of capital structures of automotive parts suppliers in Canada, the U.S., and Europe and is
expressed using market values. The assumptions used by Scotia Capital in calculating the WACC and the resulting range of discount
rates are outlined below: Cost of EquityRisk-Free Rate (U.S. 10-year Treasury)
    
    
    4.2
    %Market Risk Premium
    
    
    7.0
    %Levered Beta
    
    
    1.0Capitalization Premium
    
    
    1.5
    %Cost of Equity
    
    
    12.4
    %Cost of DebtRisk-Free Rate (U.S. 10-year Treasury)
    
    
    4.2
    %Borrowing Spread
    
    
    1.8
    %Tax Rate
    
    
    29.3
    %After-Tax Cost of Debt
    
    
    4.3
    %Optimal Capital StructureEquity
    
    
    70.0
    %Debt
    
    
    30.0
    %WACC
    
    
    9.9
    %
 Based upon the foregoing and taking into account sensitivity analyses on each element of the
WACC calculation, Scotia Capital selected a range of discount rates of 9.5% to 10.5%. F-16




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##### 



Decoma International Inc.
January 13, 2005
Page 17 DCF Sensitivity Analysis As part of the DCF approach, Scotia Capital performed sensitivity analyses on certain key
assumptions. The results of these sensitivities are outlined below: Impact on Valuation RangeVariable
    
    Sensitivity
    
    
    Per Share  US$
    
    
    Per Share  C$Affiliation Fee Synergies
    
    Excluding
    
    
    ($0.96
    )
    
    
    ($1.15
    )Discount Rate
    
    
    + 0.5
    %
    
    
    ($0.95
    )
    
    
    ($1.15
    )- 0.5
    %
    
    
    $0.99
    
    
    
    $1.18Capital Expenditures
    
    
    + 0.25
    %
    
    
    ($0.85
    )
    
    
    ($1.02
    )- 0.25
    %
    
    
    $0.76
    
    
    
    $0.92Terminal Growth Rate
    
    
    + 0.5
    %
    
    
    $0.53
    
    
    
    $0.64- 0.5
    %
    
    
    ($0.50
    )
    
    
    ($0.60
    )EBITDA Margin
    
    
    + 0.5
    %
    
    
    $1.26
    
    
    
    $1.51- 0.5
    %
    
    
    ($1.41
    )
    
    
    ($1.69
    )Canadian Dollar
    
    
    + 0.05
    
    
    
    $0.02
    
    
    
    $0.64- 0.05
    
    
    
    ($0.08
    )
    
    
    $(0.70
    )Auto Production (North America and Western Europe)
    
    
    + 100,000
    
    
    
    $0.44
    
    
    
    $0.53- 100,000
    
    
    
    ($0.49
    )
    
    
    ($0.58
    )Euro
    
    
    + 0.05
    
    
    
    ($0.06
    )
    
    
    ($0.07
    )- 0.05
    
    
    
    $0.06
    
    
    
    $0.07
 Equity Value In order to arrive at an equity value for the Decoma Shares, Scotia Capital deducted the adjusted
net debt of the Company. Given that the resulting en bloc value ranges derived from the DCF
Approach exceeded the conversion prices of the Convertible Debentures and the Convertible Series
Preferred Shares of the Company (the Convertible Securities), for the purposes of calculating
equity value on a per share basis, Scotia Capital treated the Convertible Securities on a fully
diluted basis. Further, Scotia Capital adjusted the net debt position of the Company as at December
31, 2004 to reverse certain temporary year-end changes in working capital balances. As such, Scotia
Capital deducted adjusted net debt of
US$260 million for the purpose of calculating an equity value under the DCF Approach. DCF Approach  En Bloc Valuation Summary Based upon the foregoing, the DCF Approach produced an en bloc equity value for the Decoma Shares,
as at January 12, 2005, expressed on a per share basis, in the range of US$11.11 to US$13.41. At a
current exchange rate of C$1.20=US$1.00, the DCF Approach produced an en bloc equity value for the
Decoma Shares, expressed on a per share basis, in the range of C$13.33 to C$16.09. F-17




---



##### 



Decoma International Inc.
January 13, 2005
Page 18 Precedent Transactions Approach Scotia Capital also compared the proposed financial terms of the Magna Offer to corresponding
financial terms, to the extent publicly available, of selected transactions in the North American
and European automotive parts industries (the Precedent Transactions Approach). A selection of
the transactions that were deemed relevant is provided below. When considering the Precedent
Transactions Approach, Scotia Capital considered enterprise value to last twelve (12) months EBITDA
(EV/EBITDA) to be the primary valuation metric. Enterprise
    
    EV /Date
    
    Target
    
    Acquiror
    
    Value(1)
    
    EBITDANov-04
    
    Beru AG
    
    BorgWarner Inc.
    
    556
    
    6.6xSep-04
    
    Cooper-Standard Automotive
    
    The Cypress Group and Goldman Sachs
    
    US$1,165
    
    5.3xJul-04
    
    GDX Automotive
    
    Cerebrus Capital Management
    
    US$147
    
    3.6xJul-04
    
    Dana Aftermarket Group
    
    Cypress Group LLC
    
    US$1,100
    
    6.3xJul-04
    
    Progressive Moulded Products
    
    Thomas H. Lee Partners
    
    C$800
    
    6.4xJun-04
    
    Stanadyne Corp.
    
    Kohlberg & Company LLC
    
    US$330
    
    6.7xMar-04
    
    Phoenix AG
    
    Continental AG
    
    503
    
    5.1xMay-04
    
    New Venture Gear Inc.
    
    Magna International Inc.
    
    US$435
    
    3.8xMay-04
    
    Autocam Corp.
    
    Goldman Sachs Capital Partners/Consortium
    
    US$390
    
    6.5xJan-04
    
    Davis Industries Inc.
    
    Tesma International Inc.
    
    US$48
    
    6.1xDec-03
    
    LDM Technologies Inc.
    
    Plastech Engineering Products
    
    US$143
    
    5.7xMay-03
    
    UIS Inc.
    
    The Carlyle Group
    
    US$808
    
    6.3xApr-03
    
    Stackpole Ltd.
    
    Tomkins Plc
    
    C$349
    
    6.2xNov-02
    
    TRW Automotive
    
    Blackstone Group LP
    
    US$4,728
    
    4.9xNov-02
    
    Edscha AG
    
    EdCar Beteiligungs GmbH
    
    499
    
    5.1xAug-02
    
    Teksid
    
    Questor Management Co.
    
    460
    
    5.7xJun-02
    
    Donnelly Corp.
    
    Magna International Inc.
    
    US$319
    
    8.6xApr-02
    
    Rea International
    
    Royal Laser Tech Corporation
    
    C$200
    
    5.7xJul-01
    
    Ventra Group Inc
    
    Flex-N-Gate Corp
    
    C$77
    
    6.4xJan-01
    
    Collins & Aikman Corp.
    
    Heartland Industrial Partners
    
    US$1,298
    
    7.1xJan-01
    
    Magna Exterior System and Magnas
interest in DET
    
    Decoma International Inc.
    
    C$550
    
    6.3x
 (1) Expressed in millions. Following such review and for the purpose of deriving a fair market value for the Decoma Shares
under the Precedent Transactions Approach, Scotia Capital selected an EV/EBITDA multiple of 5.5x to
6.5x to be applied against the last twelve (12) months EBITDA of the Company and, given the unique
nature of the Affiliation Agreement and the synergies that could be related thereto (see En Bloc
Considerations), concluded that it was appropriate to add the value of such synergies to the
calculated value range. Scotia Capital valued the Affiliation Agreement synergies utilizing a
discounted cash flow methodology similar to that described under the DCF Approach. Based upon adjusted EBITDA of the Company for the twelve (12) month period ending September 30,
2004 of US$238 million and net debt as at the same date of US$505 million (US$267 million after
making adjustments for the Convertible Securities, when appropriate), the Precedent Transactions
Approach produced an en bloc equity value for the Decoma Shares, as at January 12, 2005, expressed
on a per share basis, in the range of US$10.62 to US$13.00. At a current exchange rate of
C$1.20=US$1.00, the Precedent Transactions Approach produced an en bloc equity value for the Decoma
Shares, expressed on a per share basis, in the range of C$12.74 to C$15.60. F-18




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##### 



Decoma International Inc.
January 13, 2005
Page 19 Distinctive Material Value Accruing from the Transaction In accordance with the Rules, Scotia Capital considered whether any distinctive material value
would accrue to Magna as a result of successfully completing the Arrangement. In forming its
views, Scotia Capital noted that, among other things, the acquisition of 100% of Decoma may better
position Magna for larger modules, allow Magna to exploit the vast competencies of the two
companies, better align their respective product portfolios and technologies, and may allow Magna
to avoid potential duplication of investments. However, following this consideration, Scotia
Capital concluded that these items would not constitute a distinctive material benefit to Magna. Valuation Conclusion  Decoma Shares Based upon and subject to the analyses and assumptions set out herein, Scotia Capital is of the
opinion that, as at January 12, 2005, the fair market value of the Decoma Shares, expressed on a
per share basis, is in the range of US$11.04 to US$13.33. At a current exchange rate of
C$1.20=US$1.00, the fair market value of the Decoma Shares, expressed on a per share basis, is in
the range of C$13.25 to C$16.00. Value of the Non-Cash Consideration  Magna Shares Under the Rules, a formal valuation of any non-cash consideration offered under a business
combination or going private transaction must be prepared, subject to certain exemptions. In
relation to the Arrangement, Scotia Capital understands that a formal valuation of the Magna Shares
is not required (and Scotia Capital therefore did not prepare a formal valuation of the Magna
Shares) for the following reasons:  (i)
    The non-cash consideration are securities of a reporting issuer for which there is a published
market;(ii)
    The Company states in the Circular that it has no knowledge of any material information
concerning Magna, or concerning the Magna Shares, that has not been generally disclosed;(iii)
    A liquid market (as defined for the purposes of the Rules) exists for the Magna Shares;(iv)
    The Magna Shares being offered constitute 25 per cent or less than the number of Magna Shares
outstanding immediately before the Arrangement, and the Arrangement is not conditional on the
completion of any other transaction;(v)
    The Magna Shares will be freely tradeable at the time the Arrangement is completed; and(vi)
    Scotia Capital, in consultation with the Special Committee, is of the opinion that a valuation
of the Magna Shares is not required. Scotia Capital has independently confirmed items (i), (iii), and (iv) above. In forming its views
under (vi), Scotia Capital considered, among other things, that: (a) the Magna Shares to be
received by Decoma Minority Shareholders will represent a minority interest in Magna and that, as a
result of the Magna Offer, the Decoma Minority Shareholders will not be able to effect control or a
sale of 100% of Magna; F-19




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##### 



Decoma International Inc.
January 13, 2005
Page 20 (b) Magna is well known to the financial markets through extensive public disclosure and
significant equity research coverage; (c) Magna has a market capitalization of approximately US$7.4
billion as at January 12, 2005 and the average daily trading volume on the TSX and New York Stock
Exchange during the 90 trading days preceding January 12, 2005 was approximately 500,283 shares;
and (d) officers of Magna confirmed in the Magna Certificates that they are not aware of any
pending plan or proposal that would constitute a material change (as defined in the Securities
Act(Ontario)) in the affairs of Magna or any other facts that would reasonably be expected to
materially affect the opinions to be given by Scotia Capital in connection with the Arrangement.
Based upon the foregoing, Scotia Capital concluded that the market trading approach represented an
appropriate indicator of the value of the Magna Shares. Market Trading Approach  Magna Shares In performing the Market Trading Approach, Scotia Capital reviewed and considered the trading
history of the Magna Shares on the TSX including, among other things, the closing price of the
Magna Shares on the TSX on January 12, 2005 of C$91.21. Selected trading and liquidity statistics
of the Magna Shares on the TSX are summarized below: VWAP Period(1)
    
    Average Volume
    
    
    Magna Shares
    
    
    High Price
    
    
    Low Price1 Day
    
    
    164,364
    
    
    
    C$91.12
    
    
    
    C$92.46
    
    
    
    C$90.515 Days
    
    
    201,389
    
    
    
    C$94.56
    
    
    
    C$96.16
    
    
    
    C$93.8510 Days
    
    
    161,560
    
    
    
    C$96.58
    
    
    
    C$97.97
    
    
    
    C$95.8720 Days
    
    
    176,574
    
    
    
    C$96.94
    
    
    
    C$97.98
    
    
    
    C$96.1330 Days
    
    
    192,171
    
    
    
    C$96.52
    
    
    
    C$97.50
    
    
    
    C$95.66
 Source: Bloomberg.(1) Trading days for the period ending January 12, 2005. The Market Trading Approach produced the following implied values of the Offer Consideration: VWAP 
    
    
    Implied Value of OfferPeriod(1)
    
    Magna Shares
    
    
    Consideration(2)Close: January 12, 2005
    
    
    C$91.21
    
    
    
    C$13.251 Day
    
    
    C$91.12
    
    
    
    C$13.245 Days
    
    
    C$94.56
    
    
    
    C$13.7410 Days
    
    
    C$96.58
    
    
    
    C$14.0320 Days
    
    
    C$96.94
    
    
    
    C$14.0930 Days
    
    
    C$96.52
    
    
    
    C$14.02
 Source: Bloomberg.(1) Trading days for the period ending January 12, 2005.(2)Based on 0.1453 Magna Share for each Decoma Share, without an election for cash. Based upon and subject to the analyses and assumptions set out herein, Scotia Capital is of
the opinion that, as at January 12, 2005, expressed on a per share basis, the value of the Magna
Shares to be received as Offer Consideration by the Decoma Minority Shareholders under the Magna
Offer was C$13.25. F-20




---



##### 



Decoma International Inc.
January 13, 2005
Page 21 Opinion In considering the fairness of the Offer Consideration, from a financial point of view, to the
Decoma Minority Shareholders, in addition to the information and analyses referred to above, Scotia
Capital reviewed and considered and relied upon a number of factors, including, but not limited to,
the following:  (i)
    A comparison of the fair market value of the Offer Consideration to the fair market value of
the Decoma Shares as determined in the Valuation; and(ii)
    A comparison of Offer Consideration to the trading price of the Decoma Shares prior to the
initial announcement of the Magna Offer made on October 25, 2004 (the Announcement Date). Comparison of the Value of the Offer Consideration to the Formal Valuation As at January 12, 2005 and assuming that all Decoma Minority Shareholders elect to receive 100% of
the Offer Consideration in the form of Magna Shares, the fair market value of the Offer
Consideration is C$13.25, which is within the fair market value range of the Decoma Shares as
determined by the Valuation. Comparison of the Value of the Offer Consideration to Pre-Announcement Trading Prices As part of its considerations, Scotia Capital compared the premiums paid in selected recent
successful going private transactions, business combinations, and insider bids (each as described
in the Rules) (in each case excluding certain outliers) to those implied under the Arrangement. A
summary of the premiums paid in such precedent transactions is provided below. High
    
    
    Low
    
    
    Mean1-day premium (1)
    
    
    48
    %
    
    
    1
    %
    
    
    25
    %20-day premium (2)
    
    
    43
    %
    
    
    2
    %
    
    
    25
    %
 (1) Premium to the last closing price of the target securities
prior to the announcement of the transaction.(2) Premium to the
last closing price of the target securities twenty trading days prior to the
announcement of the transaction. While none of the transactions outlined above is directly comparable to the Arrangement,
Scotia Capital is of the view that the summary results of such analysis provide a useful comparison
benchmark. The Offer Consideration, as at January 12, 2005 and assuming that all Decoma Minority
Shareholders elect to receive 100% of the Offer Consideration in the form of Magna Shares,
represented a premium of approximately 33.2% to the closing prices of the Decoma Shares of October
22, 2004, the last trading date before the Announcement Date, and a premium of 27.2% to the closing
price of the Decoma Shares on September 24, 2004, twenty (20) days prior to the Announcement Date.
In reviewing these metrics, Scotia Capital noted that the premiums implied by the Offer
Consideration are above the mean of the premiums of the comparative sample set. F-21




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##### 



Decoma International Inc.
January 13, 2005
Page 22 Opinion Conclusion Based upon and subject to the foregoing, Scotia Capital is of the opinion that, as at January 12,
2005, the Offer Consideration is fair, from a financial point of view, to Decoma Minority
Shareholders. Yours very truly, (Scotia Capital Inc.) Scotia Capital Inc. F-22




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##### 



EXHIBIT G

SECTION 185 OF THE BUSINESS CORPORATIONS ACT
(ONTARIO)


185.(1) Rights
of dissenting shareholders  Subject to subsection
(3) and to sections 186 and 248, if a corporation
resolves to,

(a) amend its articles under
section 168 to add, remove or change restrictions on the
issue, transfer or ownership of shares of a class or series of
the shares of the corporation;

(b) amend its articles under
section 168 to add, remove or change any restriction upon
the business or businesses that the corporation may carry on or
upon the powers that the corporation may exercise;

(c) amalgamate with another corporation
under sections 175 and 176;

(d) be continued under the laws of another
jurisdiction under section 181; or

(e) sell, lease or exchange all or
substantially all its property under subsection 184(3),

a holder of shares of any class or series
entitled to vote on the resolution may dissent.

(2) Idem  If a corporation
resolves to amend its articles in a manner referred to in
subsection 170(1), a holder of shares of any class or
series entitled to vote on the amendment under section 168
or 170 may dissent, except in respect of an amendment
referred to in,

(a) clause 170(1)(a), (b) or
(e) where the articles provide that the holders of shares
of such class or series are not entitled to dissent; or

(b) subsection 170(5) or (6).

(3) Exception  A
shareholder of a corporation incorporated before the
29th day of July, 1983 is not entitled to dissent under
this section in respect of an amendment of the articles of the
corporation to the extent that the amendment,

(a) amends the express terms of any
provision of the articles of the corporation to conform to the
terms of the provision as deemed to be amended by
section 277; or

(b) deletes from the articles of the
corporation all of the objects of the corporation set out in its
articles, provided that the deletion is made by the 29th day of
July, 1986.

(4) Shareholders right to be paid
fair value  In addition to any other right the
shareholder may have, but subject to subsection (30), a
shareholder who complies with this section is entitled, when the
action approved by the resolution from which the shareholder
dissents becomes effective, to be paid by the corporation the
fair value of the shares held by the shareholder in respect of
which the shareholder dissents, determined as of the close of
business on the day before the resolution was adopted.

(5) No partial dissent  A
dissenting shareholder may only claim under this section with
respect to all the shares of a class held by the dissenting
shareholder on behalf of any one beneficial owner and registered
in the name of the dissenting shareholder.

(6) Objection  A
dissenting shareholder shall send to the corporation, at or
before any meeting of shareholders at which a resolution
referred to in subsection (1) or (2) is to be voted
on, a written objection to the resolution, unless the
corporation did not give notice to the shareholder of the
purpose of the meeting or of the shareholders right to
dissent.

(7) Idem  The execution or
exercise of a proxy does not constitute a written objection for
purposes of subsection (6).

(8) Notice of adoption of
resolution  The corporation shall, within ten
days after the shareholders adopt the resolution, send to each
shareholder who has filed the objection referred to in
subsection (6) notice that the resolution has been adopted, but
such notice is not required to be sent to any shareholder who
voted for the resolution or who has withdrawn the objection.

(9) Idem  A notice sent
under subsection (8) shall set out the rights of the
dissenting shareholder and the procedures to be followed to
exercise those rights.

(10) Demand for payment of fair
value  A dissenting shareholder entitled to
receive notice under subsection (8) shall, within twenty
days after receiving such notice, or, if the shareholder does
not receive such notice, within twenty days after learning that
the resolution has been adopted, send to the corporation a
written notice containing,

(a) the shareholders name and address;

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(b) the number and class of shares in
respect of which the shareholder dissents; and

(c) a demand for payment of the fair value
of such shares.

(11) Certificates to be sent
in  Not later than the thirtieth day after the
sending of a notice under subsection (10) a dissenting
shareholder shall send the certificates representing the shares
in respect of which the shareholder dissents to the corporation
or its transfer agent.

(12) Idem  A dissenting
shareholder who fails to comply with subsections (6),
(10) and (11) has no right to make a claim under this
section.

(13) Endorsement on
certificate  A corporation or its transfer agent
shall endorse on any share certificate received under subsection
(11) a notice that the holder is a dissenting shareholder
under this section and shall return forthwith the share
certificates to the dissenting shareholder.

(14) Rights of dissenting
shareholder  On sending a notice under subsection
(10), a dissenting shareholder ceases to have any rights as a
shareholder other than the right to be paid the fair value of
the shares as determined under this section except where,

(a) the dissenting shareholder withdraws
notice before the corporation makes an offer under subsection
(15);

(b) the corporation fails to make an offer
in accordance with subsection (15) and the dissenting
shareholder withdraws notice; or

(c) the directors revoke a resolution to
amend the articles under subsection 168(3), terminate an
amalgamation agreement under subsection 176(5) or an application
for continuance under subsection 181(5), or abandon a sale,
lease or exchange under subsection 184(8),

in which case the dissenting shareholders
rights are reinstated as of the date the dissenting shareholder
sent the notice referred to in subsection (10), and the
dissenting shareholder is entitled, upon presentation and
surrender to the corporation or its transfer agent of any
certificate representing the shares that has been endorsed in
accordance with subsection (13), to be issued a new certificate
representing the same number of shares as the certificate so
presented, without payment of any fee.

(15) Offer to pay  A
corporation shall, not later than seven days after the later of
the day on which the action approved by the resolution is
effective or the day the corporation received the notice
referred to in subsection (10), send to each dissenting
shareholder who has sent such notice,

(a) a written offer to pay for the
dissenting shareholders shares in an amount considered by
the directors of the corporation to be the fair value thereof,
accompanied by a statement showing how the fair value was
determined; or

(b) if subsection (30) applies, a
notification that it is unable lawfully to pay dissenting
shareholders for their shares.

(16) Idem  Every offer
made under subsection (15) for shares of the same class or
series shall be on the same terms.

(17) Idem  Subject to
subsection (30), a corporation shall pay for the shares of a
dissenting shareholder within ten days after an offer made under
subsection (15) has been accepted, but any such offer
lapses if the corporation does not receive an acceptance thereof
within thirty days after the offer has been made.

(18) Application to court to fix fair
value  Where a corporation fails to make an offer
under subsection (15) or if a dissenting shareholder fails
to accept an offer, the corporation may, within fifty days after
the action approved by the resolution is effective or within
such further period as the court may allow, apply to the court
to fix a fair value for the shares of any dissenting shareholder.

(19) Idem  If a
corporation fails to apply to the court under subsection (18), a
dissenting shareholder may apply to the court for the same
purpose within a further period of twenty days or within such
further period as the court may allow.

(20) Idem  A dissenting
shareholder is not required to give security for costs in an
application made under subsection (18) or (19).

(21) Costs  If a
corporation fails to comply with subsection (15), then the costs
of a shareholder application under subsection (19) are to
be borne by the corporation unless the court otherwise orders.

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(22) Notice to
shareholders  Before making application to the
court under subsection (18) or not later than seven days
after receiving notice of an application to the court under
subsection (19), as the case may be, a corporation shall give
notice to each dissenting shareholder who, at the date upon
which the notice is given,

(a) has sent to the corporation the notice
referred to in subsection (10); and

(b) has not accepted an offer made by the
corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the
application and of the dissenting shareholders right to
appear and be heard in person or by counsel, and a similar
notice shall be given to each dissenting shareholder who, after
the date of such first mentioned notice and before termination
of the proceedings commenced by the application, satisfies the
conditions set out in clauses (a) and (b) within three
days after the dissenting shareholder satisfies such conditions.

(23) Parties joined  All
dissenting shareholders who satisfy the conditions set out in
clauses (22)(a) and (b) shall be deemed to be joined as
parties to an application under subsection (18) or
(19) on the later of the date upon which the application is
brought and the date upon which they satisfy the conditions, and
shall be bound by the decision rendered by the court in the
proceedings commenced by the application.

(24) Idem  Upon an
application to the court under subsection (18) or (19), the
court may determine whether any other person is a dissenting
shareholder who should be joined as a party, and the court shall
fix a fair value for the shares of all dissenting shareholders.

(25) Appraisers  The court
may in its discretion appoint one or more appraisers to assist
the court to fix a fair value for the shares of the dissenting
shareholders.

(26) Final order  The
final order of the court in the proceedings commenced by an
application under subsection (18) or (19) shall be
rendered against the corporation and in favour of each
dissenting shareholder who, whether before or after the date of
the order, complies with the conditions set out in clauses
(22)(a) and (b).

(27) Interest  The court
may in its discretion allow a reasonable rate of interest on the
amount payable to each dissenting shareholder from the date the
action approved by the resolution is effective until the date of
payment.

(28) Where corporation unable to
pay  Where subsection (30) applies, the
corporation shall, within ten days after the pronouncement of an
order under subsection (26), notify each dissenting shareholder
that it is unable lawfully to pay dissenting shareholders for
their shares.

(29) Idem  Where
subsection (30) applies, a dissenting shareholder, by
written notice sent to the corporation within thirty days after
receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which
case the corporation is deemed to consent to the withdrawal and
the shareholders full rights are reinstated; or

(b) retain a status as a claimant against
the corporation, to be paid as soon as the corporation is
lawfully able to do so or, in a liquidation, to be ranked
subordinate to the rights of creditors of the corporation but in
priority to its shareholders.

(30) Idem  A corporation
shall not make a payment to a dissenting shareholder under this
section if there are reasonable grounds for believing that,

(a) the corporation is or, after the
payment, would be unable to pay its liabilities as they become
due; or

(b) the realizable value of the
corporations assets would thereby be less than the
aggregate of its liabilities.

(31) Court order  Upon
application by a corporation that proposes to take any of the
actions referred to in subsection (1) or (2), the court
may, if satisfied that the proposed action is not in all the
circumstances one that should give rise to the rights arising
under subsection (4), by order declare that those rights will
not arise upon the taking of the proposed action, and the order
may be subject to compliance upon such terms and conditions as
the court thinks fit and, if the corporation is an offering
corporation, notice of any such application and a copy of any
order made by the court upon such application shall be served
upon the Commission.

(32) Commission may
appear  The Commission may appoint counsel to
assist the court upon the hearing of an application under
subsection (31), if the corporation is an offering corporation.

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Questions and Further Assistance If you have any questions about the information
contained in this Circular or require assistance in making your
Cash Election or delivering your Decoma Class A Subordinate
Voting Shares, please contact Georgeson Shareholder
Communications, Decomas information agent, at: Georgeson Shareholder 66 Wellington Street West
 TD Tower  Suite 5210
 Toronto-Dominion Centre
 Toronto,
ON     M5K 1J3
 North American Toll Free Number: 1-877-288-7315