March 30, 2023

Aurora, Ontario

BASSEM A. SHAKEEL

Vice-President, Associate General Counsel and Corporate Secretary

1

7

Voting Information

8

How To Vote Your Shares

11

12

Board Overview

15

Details of the 2023 Nominees

19

Biographies of 2023 Nominees

26

Director Compensation

31

34

Compensation and Performance Report

42

Compensation Discussion & Analysis

59

Summary Compensation Table

62

Incentive Plans and Awards

67

68

69

70

74

78

79

80

82

83

Report of the Audit Committee

85

Report of the Governance, Nominating and Sustainability Committee

86

Report of the Talent Oversight and Compensation Committee

87

Report of the Technology Committee

88

Additional Information

89

Proxy Summary

Business of the Meeting

Board Vote
Recommendation

For More
Information

1.

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

N/A

Page 11

2.

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

FOR

Page 12

3.

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

FOR

Page 31

4.

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

FOR

Page 33

Nominee Overview

Nominee

Age

Director
Since

Tenure
Limit

Principal Occupation

Independence(1)

Financial
Expertise

Committee
Memberships(2)

2012

2024

I

✓

2017

2029

I

Hon. V. Peter Harder, P.C.

2020

2029

I

2022

2034

I

✓

2021

–

M

–

2035

I

✓

2018

2030

I

✓

Board Chair/TC

2021

2033

I

✓

2017

2029

I

Dr. Indira V. Samarasekera

2014

2026

I

–

2035

I

2022

2034

I

2019

2031

I

✓

Proxy Summary

Corporate Governance Overview

■

Active Board engagement in, and approval of strategy

​

■

Diverse Nominee skills, expertise and backgrounds

​

■

Strong oversight of management succession planning

​

■

Board Diversity Policy with gender parity target

​

■

Environmental, Social and Governance (ESG) oversight

​

■

Director tenure limit

​

■

Active shareholder engagement

​

■

Limitation on director interlocks

​

■

Advance Notice By-Law

​

■

Independent Board Chair

​

■

Annual director election; no slate ballots

​

■

100% non-executive directors on all Board committees

​

■

Majority voting policy; prompt disclosure of vote results

​

■

Independent Directors meet without Management

​

■

Annual Say on Pay vote

​

■

Rigorous annual Board/Director effectiveness evaluation

​

■

Mandatory deferral of director fees

​

■

Director orientation and continuing education

​

■

Equity maintenance requirement for directors

​

■

Commitment to culture of ethics and compliance

​

■

Trading blackouts and anti-hedging restrictions

​

Compensation Framework Feature

Purpose

Minimal fixed compensation

■

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

​

■

Motivates managers to achieve consistent profitability in order to maintain consistent compensation

​

■

Incents profit growth to grow compensation

​

Performance-conditioned profit sharing bonus / STI

■

Promotes entrepreneurialism

​

■

Drives strong managerial focus on lean/efficient operations through effective management of costs

​

■

Connects compensation to the operational impact of everyday decisions

​

Performance-conditioned multi-metric LTI

■

ROIC PSUs incent efficient capital allocation and value creation

​

■

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

​

■

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

​

■

Capped PSU payouts help mitigate risk by promoting responsible decision-making and discouraging excessive risk-taking

​

■

Stock options incent absolute TSR growth

​

No pensions

■

Reinforces an owner’s mindset and incents long-term growth in equity value as a pension-alternative

​

Share maintenance requirement

■

Reinforces an owner’s mindset

​

■

Alignment with shareholders

​

■

Helps mitigate risk

​

Benefits

■

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

​

Proxy Summary

Target TDC
Core Compensation
($)

Actual TDC
($)

LTIs (at target)
ROIC PSUs
rTSR PSUs
Stock Options

Sub-Total

Special TFG PSU Grant

Total

Year

Target
TDC(1)
($)

Actual
TDC(2)
($)

Realized/​
Realizable
Value as
of
12/31/2022
($)

Change in Realized/​
Realizable Pay

Cumulative
TSR(3)
(%)

ROIC(4)
(%)

vs.
Target TDC
(%)

vs. Actual
TDC
(%)

Seetarama S. Kotagiri

2022 (Full TFG)

Voting Information

Record Date

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

Outstanding Shares, Votes and Quorum

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

Principal Shareholders

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

Number
of Shares

Percentage
of Shares

1.

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

​

Individual Voting

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

Majority Voting

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

Voting Results

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

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

Your Vote Is Important

Your vote is important. This Circular tells you who can vote, what you will be voting on and how to vote. Please read the information below to ensure your shares are properly voted.

Since the Meeting is being held as a virtual-only meeting, there are differences in how the Meeting will be conducted compared to an in-person meeting. However, shareholders will have an equal opportunity to participate at the meeting online, regardless of geographic location. This means that shareholders attending online will have the opportunity to ask questions and vote in real-time. All shareholders are encouraged to cast their votes in advance by proxy as described below.

Registered vs. Non-Registered Shareholder

How you vote your shares depends on whether you are a registered shareholder or a non-registered shareholder. In either case, there are different ways to vote, but shareholders will not be able to attend the Meeting and vote in person since it will be a virtual-only meeting.

Registered Shareholder: You are a registered shareholder if you hold one or more share certificates that indicate your name and the number of Magna Common Shares that you own. As a registered shareholder, you will receive a form of proxy from Broadridge Investor Communications Corporation representing the shares you hold. If you are a registered shareholder, refer to “How to Vote – Registered Shareholders”.

Non-Registered Shareholder: You are a non-registered shareholder if a securities dealer, broker, bank, trust company or other nominee holds your shares for you, or for someone else on your behalf. As a non-registered shareholder, you will most likely receive a Voting Instruction Form from Broadridge Investor Communications Corporation, although in some cases you may receive a form of proxy from the securities dealer, broker, bank, trust company or other nominee holding your shares. If you are a non-registered shareholder, refer to “How to Vote – Non-Registered Shareholders”.

Proxies Are Being Solicited by Management

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

Voting Information

   

   

   

   
HOW TO VOTE –

REGISTERED SHAREHOLDERS
   

   
HOW TO VOTE –

NON-REGISTERED SHAREHOLDERS
   

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

Submitting Votes by Proxy

There are four ways to submit your vote by proxy:
   

 smartphone     internet      mail     telephone

The form of proxy contains instructions for each of these methods.

If you are voting by smartphone, internet or telephone, you will need the pre-printed Control Number on your form of proxy.

A proxy submitted by mail must be in writing, dated the date on which you signed it and be signed by you (or your authorized attorney). If such a proxy is being submitted on behalf of a corporate shareholder, the proxy must be signed by an authorized officer or attorney of that corporation. If a proxy submitted by mail is not dated, it will be deemed to bear the date on which it was sent to you.

If you are voting your shares by proxy, you must ensure that your completed, signed and dated proxy form or your smartphone, internet or telephone vote is received by Broadridge Investor Communications not later than 5:00 p.m. (Toronto time) on May 9, 2023. If the Meeting is adjourned or postponed, you must ensure that your completed and signed proxy form or your smartphone, internet or telephone vote is received by Broadridge not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting.

Appointment of Proxyholder

Unless you specify otherwise or appoint a proxyholder, the Magna officers whose names are pre-printed on the form of proxy will vote your shares:

■

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

​

■

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

​

■

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

​

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

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

Submitting Voting Instructions

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

 smartphone     internet      mail     telephone

The Voting Instruction Form contains instructions for each of these methods.

If you are a non-registered shareholder and have received a Voting Instruction Form from Broadridge Investor Communications, you must complete and submit your vote by smartphone, internet, mail or telephone, in accordance with the instructions on the form.

Your completed, signed and dated Voting Instruction Form or your smartphone, internet or telephone vote must be received by Broadridge not later than 5:00 p.m. (Toronto time) on May 9, 2023. If the Meeting is adjourned or postponed, you must ensure that your completed, signed and dated Voting Instruction Form or your smartphone, internet or telephone vote is received by Broadridge not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. If a Voting Instruction Form submitted by mail or fax is not dated, it will be deemed to bear the date on which it was sent to you.

Additionally, Magna may use Broadridge’s QuickVote™ service to assist beneficial shareholders with voting their shares. Broadridge will tabulate the results of all the instructions received and then provide the appropriate instructions for such shares to be represented at the Meeting.

In some cases, you may have received a form of proxy instead of a Voting Instruction Form, even though you are a non-registered shareholder. Such a form of proxy will likely be stamped by the securities dealer, broker, bank, trust company or other nominee or intermediary holding your shares and be restricted as to the number of shares to which it relates. In this case, you must complete the form of proxy and submit it to Broadridge as described to the left under “How to Vote – Registered Shareholders – Submitting Votes By Proxy”.

If you choose to vote by proxy, you are giving the person (referred to as a “proxyholder”) or people named on your form of proxy the authority to vote your shares on your behalf at the Meeting (including any adjournment or postponement of the Meeting).

   

   

   

   
HOW TO VOTE –

REGISTERED SHAREHOLDERS (cont’d)
   

   
HOW TO VOTE –

NON-REGISTERED SHAREHOLDERS (cont’d)
   

Appointment of Proxyholder (cont’d)

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

The form of proxy accompanying this Circular gives the proxyholder discretion with respect to any amendments or changes to matters described in the Notice of Annual Meeting and with respect to any other matters that may properly come before the Meeting (including any adjournment or postponement of the Meeting). As of the date of this Circular, we are not aware of any amendments, changes or other matters to be addressed at the Meeting.

Voting Online During the Meeting

The Meeting will be held virtually via internet webcast. As a registered shareholder, you or your duly appointed proxyholder, will be able to cast votes and ask questions during the Meeting. To do so, you or your duly appointed proxyholder can access the Meeting on May 11, 2023, at 10:00 am (Toronto time) by visiting www.virtualshareholdermeeting.com/​MGA2023. To participate in the Meeting, registered shareholders will need the control number pre-printed on the form of proxy. Duly appointed proxyholders will need the appointee identification number provided in the form of proxy by the registered holder of the shares being represented.

If you vote online during the Meeting and had previously completed and returned your form of proxy, your proxy will be automatically revoked and any votes you cast on a poll at the Meeting will count.

Revoking a Vote Made by Proxy

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

■

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

​

■

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

​

■

Deliver to us at the following address a signed written notice revoking the proxy, provided it is received not later than 5:00 p.m. (Toronto time) on May 10, 2023 (or not later than 5:00 p.m. on the last business day prior to the date of the adjourned or postponed Meeting):

​

Magna International Inc.
337 Magna Drive
Aurora, Ontario, Canada L4G 7K1
Attention: Corporate Secretary

Voting Online During the Meeting

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

If you have received a form of proxy and wish to vote online during the Meeting, you must insert your name in the blank space provided on the form of proxy. If you are voting your shares by proxy, you must ensure that your completed and signed proxy form or your phone or internet or smartphone vote is received by Broadridge not later than 5:00 p.m. (Toronto time) on May 9, 2023.

If the Meeting is adjourned or postponed, you must ensure that your completed and signed Voting Instruction Form (or equivalent electronic form online) is received by Broadridge not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting.

The Meeting will be held virtually via internet webcast. As a non-registered shareholder who has duly appointed yourself or someone else as proxyholder, you or your such duly appointed proxyholder will be able to cast votes and ask question during the Meeting. To do so, you or your duly appointed proxyholder can access the Meeting on May 11, 2023, at 10:00 am (Toronto time) by visiting www.virtualshareholdermeeting.com/​MGA2023. To participate in the Meeting, you will need the appointee identification number provided in the voting instruction form for the shares being represented.

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

Revoking a Voting Instruction Form or Proxy

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

FINANCIAL
STATEMENTS

Business of the
Meeting

1​

Financial Statements

2​

Election of Directors​

IN THIS SECTION

13

15

19

26

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

ELECTION OF
DIRECTORS

Business of the
Meeting

Nominee Overview

Nominee

Age

Principal Occupation

Independence(1)

Peter G. Bowie

76

2012

2024

Corporate Director

I

✓

✓

AC*/TC

Mary S. Chan

60

2017

2029

Managing Partner of VectoIQ LLP and Corporate Director

I

✓

GNSC/TC

Hon. V. Peter Harder, P.C.

70

2020

2029

Senator and Corporate Director

I

✓

GNSC*/TC

Jan R. Hauser(3)

64

2022

2034

Corporate Director

I

✓

✓

AC/TC

Seetarama S. Kotagiri

54

2021

–

Chief Executive Officer of Magna

M

✓

–

Jay K. Kunkel(4)

63

New
Nominee

2035

Corporate Director

I

✓

✓

New
Nominee

Robert F. MacLellan

68

2018

2030

Chairman, Northleaf Capital Partners and Corporate Director

I

✓

✓

Board Chair/TC

Mary Lou Maher

62

2021

2033

Corporate Director

I

✓

✓

AC/TC

William A. Ruh

61

2017

2029

Chief Executive Officer, Digital Lendlease Group

I

✓

TOCC/TC

Dr. Indira V. Samarasekera

70

2014

2026

Senior Advisor, Bennett Jones LLP and Corporate Director

I

✓

TOCC*/TC

Matthew Tsien(4)

62

New
Nominee

2035

Corporate Director

I

✓

New
Nominee

Dr. Thomas Weber(5)

68

2022

2034

Corporate Director

I

✓

TC

Lisa S. Westlake

61

2019

2031

Corporate Director

I

✓

✓

TOCC/TC

Director Name

Re-Election

Peter G. Bowie

Mary Lou Maher

Mary S. Chan

William A. Ruh

Hon. V. Peter Harder

Dr. Indira V. Samarasekera

Seetarama S. Kotagiri (CEO)

Dr. Thomas Weber

Robert F. MacLellan (Board Chair)

Lisa S. Westlake

New

Jan R. Hauser

ELECTION OF
DIRECTORS

Business of the
Meeting

Nominee

Independent

Non-
Independent

Basis for
Determination

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

BOARD
(#)

AUDIT
(#)

GNSC(1)
(#)

TOCC(1)
(#)

TECH(2)
(#)

TOTAL

NOMINEE

(#)

(%)

Nominee

2022

Votes FOR
(%)

Votes WITHHELD
(%)

ELECTION OF
DIRECTORS

Business of the
Meeting

Nominee
   

Common Shares
(#)

DSUs
(#)

Total Equity
“At-Risk”(2)
($)

Equity Maintenance
Requirement
Status(1)

Exceeds

Exceeds

Complies

Complies

Exceeds

New Nominee

Complies

Complies

Exceeds

Exceeds

New Nominee

Complies

Complies

Peter G. Bowie

FCPA, MBA​

Mary S. Chan

MSc​

Hon. V. Peter Harder

P.C., LLD​

Jan R. Hauser

BBA, CPA​

Seetarama S. Kotagiri

MSc​

Jay K. Kunkel

BBA​

Robert F. MacLellan

CPA, MBA​

Mary Lou Maher

FCPA, FCA​

William A. Ruh

MSc​

Dr. Indira V. Samarasekera

PhD, PEng​

Matthew Tsien

MSc​

Dr. Thomas Weber

PhD​

Lisa S. Westlake

MBA​

Accounting/Audit: technical expertise with financial statements and financial reporting matters; understanding of critical accounting policies, technical issues relevant to the internal and external audit, as well as internal controls.

➀

➂

➁

➀

➂

➁

➀

➀

➁

➂

➂

➂

➁

Automotive: practical experience with automobile manufacturers or suppliers; solid understanding of industry dynamics on a global or regional basis; knowledge of World Class Manufacturing; or experience in comparable capital-intensive manufacturing industries.

➂

➀

➂

➂

➀

➀

➁

➂

➂

➂

➀

➀

➂

Cybersecurity: an understanding of digital, data management, technology and/or cyber security issues in large, complex enterprises; and/or experience in cybersecurity oversight, including cybersecurity frameworks, risk mitigation strategies and controls.

➂

➁

➁

➂

➂

➂

➂

➁

➀

➂

➂

➁

➁

Environmental, Social and Governance (“ESG”): sophisticated understanding of environment/climate change, as well as social issues, including human rights and supply chain; ESG governance/oversight; and/or general familiarity with ESG regulatory requirements and reporting frameworks.

➂

➂

➀

➂

➂

➁

➀

➀

➁

➀

➂

➁

➁

Finance/Financial Advisory: senior financial management roles and/or financial advisory roles; expertise related to capital allocation, capital structure or capital markets.

➀

➂

➁

➀

➁

➀

➀

➀

➁

➂

➂

➂

➀

Governance/Board: sophisticated understanding of corporate governance practices and norms; prior board experience; expertise with stakeholder management or engagement.

➀

➁

➀

➀

➁

➀

➀

➀

➁

➀

➁

➁

➀

High-Growth Markets: a track record of operational success or other experience in markets other than North America and Western Europe, such as China.

➀

➀

➀

➀

➀

➀

➂

➂

➁

➁

➀

➁

➀

Large Cap Company: board, management and/or other applicable experience with companies that have a market capitalization in excess of $10 billion.

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➀

➁

➀

Legal/Regulatory/Public Policy: experience with legal and regulatory compliance oversight; experience in relevant areas of government or public policy.

➁

➂

➀

➁

➂

➀

➁

➁

➁

➀

➁

➂

➁

Mergers & Acquisitions (“M&A”): management or board-level experience with complex M&A in different industries and/or different geographic regions.

➀

➁

➂

➀

➀

➀

➀

➁

➁

➁

➁

➁

➀

R&D/Innovation/Technology: domain expertise and skill in technology/innovation; practical experience with technological transformation and disruption.

➂

➀

➁