About the Meeting​

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1

Proxy Summary

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Voting Information

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How To Vote Your Shares

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11

1. Financial Statements

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2. Election of Directors

Board Overview

Details of the 2026 Nominees

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Biographies of the 2026 Nominees

Director Compensation

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

4. Say on Pay

Compensation Discussion & Analysis

Compensation and Performance Report

Summary Compensation Table

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Incentive Plans and Awards

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65

Governance Environment

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About the Board

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Board Effectiveness

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Sustainability at Magna

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Board Committees and Committee Reports

Report of the Audit Committee

Report of the Governance, Nominating and Sustainability Committee

Report of the Talent Oversight and Compensation Committee

Report of the Technology Committee

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95

Additional Information

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Board Vote
Recommendation

For More
Information

1

Receive the audited consolidated financial statements and the reports of the auditor for the year ended December 31, 2025

N/A

Page(s) 1, 11

2

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

FOR

Page(s) 2, 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(s) 3, 30

4

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

FOR

Page(s) 4, 32

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

Nominee Overview

Nominee

Age

Director
Since

Tenure
Limit

Principal Occupation

Independence(1)

Committee
Memberships(2)

Financial
Expertise

63

2017

2029

I

Hon. V. Peter Harder, P.C.

73

2020

2029

I

Jan R. Hauser

67

2022

2034

Corporate Director

I

AC/TC

57

2021

—

M

Jay K. Kunkel

66

2023

2035

Corporate Director

I

AC/TC

Robert F. MacLellan

71

2018

2030

Chairman, Northleaf Capital Partners and Corporate Director

I

Board Chair/TC

Mary Lou Maher

65

2021

2033

Corporate Director

I

AC*/TC

64

2017

2029

I

Peter Sklar

68

2025

2037

Corporate Director

I

AC/TC

65

2023

2035

I

71

2022

2034

I

Lisa S. Westlake

64

2019

2031

Corporate Director

I

TOCC/TC

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

•

Active Board engagement in, and approval of strategy

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•

Diverse Nominee skills, expertise and backgrounds

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•

Strong oversight of management succession planning

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•

Board Diversity Policy with gender parity target

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•

Environmental, Social and Governance (ESG) oversight

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•

Director tenure limit

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•

Active shareholder engagement

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Limitation on director interlocks

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Advance Notice By-Law

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•

Independent Board Chair

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Annual director election; no slate ballots

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•

100% Independent Directors on all Board committees

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•

Annual Say on Pay vote

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Independent Directors meet without Management

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•

Mandatory deferral of director fees

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Rigorous annual Board/Director effectiveness evaluation

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•

Equity maintenance requirement for directors

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•

Director orientation and continuing education

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•

Trading blackouts and anti-hedging restrictions

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•

Controls against overboarding

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•

Commitment to culture of ethics and compliance

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•

Majority voting policy; prompt disclosure of vote results

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91%​

Audit / Related Fees​

>99%​

2025 Votes FOR​

12​

Fiscal Yrs as auditor​

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

Driving Execution of and Accountability for Our Strategic and Business Plans

We seek to reinforce disciplined, effective decision-making by aligning incentives with profitable growth, strong free cash flow generation, and efficient capital allocation that drives the achievement of our business and strategic plans. Short-term incentives are directly tied to business plan metrics that remain largely within the control of Executive Management to promote execution and accountability, while the majority of mid- and long-term incentives are performance-conditioned and vest over multiple years to encourage an ownership mentality.

Rewarding Superior Performance with Superior Compensation

We operate a complex business in an intensely competitive, global automotive manufacturing industry that continues to rapidly evolve. In this context, we recognize that downside risks are more likely than upside opportunities. Our approach to executive compensation recognizes this reality and is built on a belief that superior performance should be rewarded with superior compensation outcomes.

Creating Long-Term Shareholder Value

Magna has a proven history of delivering significant value to shareholders over the long-term. Our executive compensation system is designed to enable resilience by rewarding the maintenance of a strong balance sheet and incenting behaviours that drive value-creation throughout market cycles.

Supporting the Attraction, Motivation and Retention of Top Leadership Talent

We cannot achieve our strategic and business plans, generate superior performance, or harness the power of One Magna to create long-term value without world-class leadership. Accordingly, our compensation system has been structured to support our ability to attract, motivate, and retain top leadership talent.

Short-Term
(1-year)

Mid-Term
(3-years)

Long-Term
(7-years)

Base Salary

Performance Cash (STIs)

Performance Equity (MLTIs)

Fixed

Adjusted EBIT

Free Cash Flow

ROIC PSUs

rTSR PSUs

Stock Options

Purpose

Compensation for day-to-day responsibilities.

Incents profit-focused decision-making and the achievement of our business plan.

Incents effective working capital and efficient capital expenditure management.

Incents capital efficient value-creation over the mid-term.

Rewards mid-term market outperformance relative to peers competing for investment capital.

Incents absolute share price appreciation.

Features

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

Proportion of
Target TDC
(%)

Target TDC
($)

Actual/GDFV
($)

Performance as of
December 31, 2025

—

Adj. EBIT (75%)

122.5% payout

Free Cash Flow (25%)

200.0% payout

ROIC (40%)

Tracking above target

Tracking above Target

In the money

rTSR (20%)

Stock Options (40%)

Total

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

Voting Information

Record Date

March 16, 2026, 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, 276,429,106 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, the only shareholder that beneficially owns or exercises control or direction, directly or indirectly, of 10% or more of Magna’s Common Shares which were outstanding as at the Record Date is Pzena Investment Management, LLC.

Shareholder Group

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.​

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2

Information about Pzena Investment Management, LLC (“Pzena”) is based on publicly filed information, as of February 2, 2026, and reflects Common Shares held by Pzena and other companies affiliated with it on behalf of funds and accounts over which it has discretionary trading authority. Pzena is an investment manager, the clients of which have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds from the sale of these Common Shares. To the best of our knowledge, no interest of any one of such client relates to more than 5% of Magna’s Common Shares.

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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.

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Corporate Governance

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Additional Information

How To Vote Your Shares

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.

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How To Vote Your Shares

   

   

   

   
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 April 30, 2026. 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 twelve nominees named in this Circular;

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•

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;

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•

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

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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 April 30, 2026. 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).

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Business of the Meeting

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Additional Information

How To Vote Your Shares

   

   

   

   
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 4, 2026, at 10:00 am (Toronto time) by visiting www.virtualshareholdermeeting.com/MGA2026. 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 April 30, 2026 (or not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting);

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•

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 April 30, 2026 (or not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting);

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•

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 1, 2026 (or not later than 5:00 p.m. on the last business day prior to the date of the adjourned or postponed Meeting):

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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 April 30, 2026.

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 April 30, 2026.

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 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 4, 2026, at 10:00 am (Toronto time) by visiting www.virtualshareholdermeeting.com/MGA2026. 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.

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

Board Overview

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Details of the 2026 Nominees

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Biographies of the 2026 Nominees

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About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

The Board recommends that you vote FOR each of the 12 nominees.

Nominee Overview

Nominee

Age

Director
Since

Tenure
Limit

Principal Occupation

Committee
Memberships(1)

Financial

AC

GNSC

TC

TOCC

Literacy

Expertise

Mary S. Chan
Independent

63

2017

2029

Managing Partner, VectoIQ LLP and Corporate Director

Hon. V. Peter Harder, P.C.
Independent

73

2020

2029

Canadian Senator and Corporate Director

Jan R. Hauser
Independent

67

2022

2034

Corporate Director

Seetarama S. Kotagiri
Non-Independent

57

2021

—

President & Chief Executive Officer of Magna

Jay K. Kunkel
Independent

66

2023

2035

Corporate Director

Robert F. MacLellan
Independent
Board Chair

71

2018

2030

Chairman, Northleaf Capital Partners and Corporate Director

Mary Lou Maher
Independent

65

2021

2033

Corporate Director

William A. Ruh
Independent

64

2017

2029

Chief Executive Officer, Lifestyle Solutions Real Estate and Corporate Director

Peter Sklar
Independent

68

2025

2037

Corporate Director

Matthew Tsien
Independent

65

2023

2035

Corporate Director

Dr. Thomas Weber
Independent

71

2022

2034

President, acatech and Corporate Director

Lisa S. Westlake
Independent

64

2019

2031

Corporate Director

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Corporate Governance

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Additional Information

   Director Name

Re-election

Mary Lou Maher

Hon. V. Peter Harder

William A. Ruh

Jan R. Hauser

Peter Sklar

Seetarama S. Kotagiri (CEO)

Matthew Tsien

Jay K. Kunkel

Dr. Thomas Weber

Robert F. MacLellan (Board Chair)

Lisa S. Westlake

Retiring

Dr. Indira V. Samarasekera

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

Nominee

Independent

Management

Basis for
Determination

Mary S. Chan

No material relationship

Hon. V. Peter Harder

No material relationship

Jan R. Hauser

No material relationship

Seetarama S. Kotagiri

President & CEO

Jay K. Kunkel

No material relationship

Robert F. MacLellan

No material relationship

Mary Lou Maher

No material relationship

William A. Ruh

No material relationship

Peter Sklar

No material relationship

Matthew Tsien

No material relationship

Dr. Thomas Weber

No material relationship

Lisa S. Westlake

No material relationship

BOARD
(#)

AUDIT
(#)

GNSC
(#)

TOCC
(#)

TECH
(#)

TOTAL

Nominee

(#)

(%)

About the Meeting

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Additional Information

Nominee

2025

Votes FOR
(%)

Votes WITHHELD
(%)

About the Meeting

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Nominee

Common Shares
(#)

DSUs
(#)

Total Equity
“At-Risk”(2)
($)

Equity
Maintenance
Requirement
Status(1)

Exceeds

Exceeds

Exceeds

Exceeds

Complies

Exceeds

Exceeds

Exceeds

Complies

Complies

Exceeds

Exceeds

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Additional Information

About the Meeting

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Business of the Meeting

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Corporate Governance

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Additional Information

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Additional Information

Mary S. Chan, MSc​

Independent

Arizona, U.S.A.

Age: 63

Tenure: ~9 years

Committees:
GNSC, Technology

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Result: >98%

Ms. Chan brings to the Board extensive experience in connected cars, autonomous and semi-autonomous vehicles, as well as demonstrated executive leadership success in the mobility communications infrastructure, products and services industry.

Ms. Chan is currently the Managing Partner of VectoIQ LLP (since 2015), an advisory firm in developing transportation and new mobility solutions. Recently, she also served as the Chief Operating Officer of Nikola Corporation (October 2023 – April 2025), a hydrogen truck manufacturer. Ms. Chan served as President, Global Connected Consumer & OnStar Service of General Motors Company (2012 – 2015), where she was responsible for building the next generation of connected vehicle product and services. At GM, Ms. Chan led the industry-first launch of 4G LTE connectivity across GM’s global brands in the U.S., China, Europe and Mexico. Ms. Chan was also previously Senior VP & General Manager, Enterprise Mobility Solutions & Services, Dell Inc. (2009 – 2012), and had progressive executive roles, including Executive VP Wireless Network Business Unit, at Alcatel-Lucent Inc. (1996 – 2009). Ms. Chan holds B.Sc. and M.Sc. degrees in Electrical Engineering (Columbia).

Significant Expertise/Experience

Automotive, High-Growth Markets, Large Cap Company, R&D/Innovation/Technology, Senior/​Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

SBA Communications Corporation (Compensation,Governance & Nomination)

Ms. Chan was the Chief Operating Officer of Nikola Corporation (“Nikola”) when it filed a voluntary petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code on February 19, 2025. Ms. Chan completed her position as Chief Operating Officer in April 2025.

Equity-at-risk (Record Date)

Hon. V. Peter Harder,

P.C., LLD​

Independent

Ontario, Canada

Age: 73

Tenure: 6+ years

Committees:
GNSC (Chair), TOCC, Technology

2025 Meeting Attendance: 100%

2025 Annual Meeting
Voting Result: >98%

Mr. Harder, who previously served on our Board from May 2012 to March 2016, brings to the Board a Canadian-centred, globally aware perspective that draws upon his extensive experience in foreign affairs and international trade.

Mr. Harder currently serves as a member of the Senate of Canada and was the first independent Government Representative in the Senate (2016 – 2020). Prior to his appointment to the Senate, Mr. Harder was a long-serving Deputy Minister in the Government of Canada (1991 – 2007). While Deputy Minister of Foreign Affairs, he served as the Prime Minister’s Personal Representative to the G-8 and as the first co-chair of the Canada-China Strategic Working Group. After leaving the public service in 2007, Mr. Harder served as the President of the Canada-China Business Council (2008 – 2015) and as a director to a number of major Canadian corporations as well as charitable and not-for-profit organizations. He possesses a valuable understanding of the workings of China’s political establishment, as well as its economic drivers, in addition to Canada-China trade and investment issues. Mr. Harder also brings demonstrated expertise regarding compensation issues and corporate governance. Mr. Harder is a member of the King’s Privy Council of Canada.

Significant Expertise/Experience

Environmental, Social and Governance, Governance/Board, High-Growth Markets, Large Cap Company, Legal/Regulatory/Public Policy, Risk Oversight, Senior/Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

None

Equity-at-risk (Record Date)

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Business of the Meeting

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Corporate Governance

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Additional Information

Jan R. Hauser, BBA, CPA​

Independent

Massachusetts, U.S.A.​

Age: 67

Tenure: ~4 years

Committees:
Audit, Technology

2025 Meeting
Attendance: 100%

2025 Annual Meeting
Voting Result: >99%

Ms. Hauser brings to the Board global financial leadership, including more than 35 years dealing with financial reporting and complex business transactions.

Ms. Hauser is a corporate director who previously served as the Vice President, Controller and Chief Accounting Officer of General Electric Company (2013 – 2018), prior to which she held various roles at PricewaterhouseCoopers (1981 – 1991 and 1993 – 2013), including Senior Consulting Partner, Accounting Consulting Services, National Professional Services Group. During her time at PricewaterhouseCoopers, she led diversity efforts for the national office and served on the US Partner Admissions Committee. She also served as PricewaterhouseCoopers’ representative on the Financial Accounting Standard Board’s (“FASB”) Emerging Issues Task Force and the Financial Accounting Standards Advisory Council for the FASB. Earlier in her career, she was selected for a fellowship in the Office of the Chief Accountant at the US Securities and Exchange Commission (1991 – 1993). Ms. Hauser previously served on the board of Vonage Holdings Corporation, Proterra Inc. (“Proterra”), and Enfusion Inc. Ms. Hauser has a BBA in Accounting (Wisconsin) and is also a licensed CPA.

Significant Expertise/Experience

Accounting/Audit, Finance/Financial Advisory, Governance/Board, Large Cap Company, Mergers & Acquisitions, Risk Oversight, Senior/Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

Sprinklr Inc. (Audit)

Ms. Hauser was a director of Proterra when it filed a voluntary petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code on August 7, 2023. Ms. Hauser’s term as a director of Proterra ended effective March 13, 2024, when it emerged from bankruptcy protection.

Equity-at-risk (Record Date)

Management — President & CEO
Michigan, U.S.A.

Age: 57

Tenure: 5+ years

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Results: >99%​

Swamy Kotagiri, became Chief Executive Officer and a Director of Magna International effective January 1, 2021. Under his leadership, Magna remains at the forefront of a changing mobility landscape, driving the company’s growth to benefit shareholders, customers and employees.

Mr. Kotagiri has deep experience across the global automotive sector. His leadership has been instrumental in steering Magna through a dynamic and ever-changing automotive industry. Mr. Kotagiri’s operational excellence mindset has been crucial in executing Magna’s strategy characterized by deliberate portfolio management and stringent financial discipline, including purposeful capital allocation.

Mr. Kotagiri joined Magna in 1999, shortly after working for General Motors and receiving his master’s degree in mechanical engineering (Oklahoma State University) with a specialization in materials and structural engineering. He has several patents in automotive product and process design.

His contributions to the industry have been widely recognized. Mr. Kotagiri was featured in Business Insider’s 100 People Transforming Business, an annual list that highlights individuals who are revolutionizing business practices across various industries. He was named to Motor Trend’s Movers and Shakers list for 2022, 2023 and 2024; and was honoured as Automotive News All Star’s top Global Supplier Executive in 2021 and 2024. Additionally, he was included in Macleans Power List for 2023 and 2024. Most recently, he was named to the 2025 MotorTrend Power List (Top 50 Most Influential People in the Industry) and recognized in Automotive News Canada’s 2025 All Stars.

Significant Expertise/Experience

Automotive, High-Growth Markets, Large Cap Company, Mergers & Acquisitions, R&D/Innovation/​Technology, Senior/Executive Leadership, Strategy Development, Talent Management/​Compensation

Other Current Public Company Board

Johnson Controls International PLC (Audit)

Equity-at-risk (Record Date)

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Additional Information

Jay K. Kunkel, BBA​

Independent

Tokyo Prefecture, Japan

Age: 66

Tenure: ~3 years

Committees:
Audit, Technology

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Results: >99%

Mr. Kunkel brings to the Board deep knowledge and experience in the global automotive industry from the perspectives of both OEM and supplier, with particular expertise in Asia.

Mr. Kunkel is a corporate director who most recently held senior executive roles within the Tenneco group (2018 – 2020), including Executive Vice President for Tenneco Federal Mogul Corporation and President for Tenneco’s Asia operations. Prior to joining Tenneco, he served as Senior Vice President and CEO of Asia at Lear Corporation (2013 – 2018); Corporate Senior Vice President and President of Continental for Asia and China, and was on the Management Board in Germany (2005 – 2013); Head, Corporate Finance and M&A Advisory for PricewaterhouseCoopers in Japan (2000 – 2005); Director, Business Operations for Visteon Automotive Systems in Asia Pacific, Japan (1997 – 2000); Vehicle Program Manager for Mitsubishi Motors in Japan (1990 – 1996); Asia Planning and JV Management for Chrysler Tokyo in Japan (1987 – 1990); and Purchasing Manager, Chassis Systems and Manager, Asia Planning for Chrysler Corporation at Chrysler headquarters (1983 – 1986). Mr. Kunkel has a BBA (Western Michigan University).

Significant Expertise/Experience:

Automotive, Finance/Financial Advisory, Governance/Board, High-Growth Markets, Large Cap Company, Legal/Regulatory/Public Policy, Mergers & Acquisitions, R&D/Innovation/Technology, Senior/Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

Varex Imaging Corporation (Audit; Nominating and Corporate Governance Committee)

Equity-at-risk (Record Date)

Robert F. MacLellan,

CPA, MBA​

Independent — Board Chair

Ontario, Canada

Age: 71

Tenure: ~8 years

Committees:
Technology

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Results: >99%

Mr. MacLellan, who has served as Board Chair since May 2022, brings to the Board significant financial and accounting acumen, a track record of executive leadership success, blue-chip board experience and the perspective of the institutional investment community.

Mr. MacLellan serves as the Chairman of Northleaf Capital Partners, an independent global equity and infrastructure fund manager and advisor (since 2009), prior to which he was the Chief Investment Officer of TD Bank Financial Group (TDBFG) (2003 – 2008) where he was responsible for overseeing the management of investments for its Employee Pension Fund, The Toronto-Dominion Bank, TD Mutual Funds and TD Capital Group. He served in various other capacities with TDBFG (1995 – 2003). Prior boards include WIND Mobile Group, ACE Aviation Holdings Inc., Yellow Pages Group and Maple Leaf Sports and Entertainment Ltd. Mr. MacLellan is a Chartered Accountant and has a B.Comm. (Carleton) and an MBA (Harvard). Mr. MacLellan serves as an independent director of T. Rowe Price Group, Inc., which is one of Magna’s shareholders. As an independent director of T. Rowe Price, Mr. MacLellan has no involvement in portfolio investment decisions at T.Rowe Price.

Significant Expertise/Experience

Accounting/Audit, Environmental, Social and Governance, Finance/Financial Advisory, Governance/Board, Large Cap Company, Mergers & Acquisitions, Risk Oversight, Senior/​Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

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

Equity-at-risk (Record Date)

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Mary Lou Maher, FCPA, FCA

Independent
Ontario, Canada​

Age: 65

Tenure: ~5 years

Committees:
Audit (Chair), Technology

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Result: >99%​

Ms. Maher brings to the Board extensive audit and financial experience. She is a highly regarded and widely respected business advisor having advised client CEOs, CFOs and Boards of Directors on a variety of complex issues.

Ms. Maher was concurrently the Canadian Managing Partner, Quality and Risk, KPMG Canada, and Global Head of Inclusion and Diversity, KPMG International from October 2017 to February 2021. Ms. Maher was with KPMG since 1983 and had served in various executive and governance roles, including CFO and CHRO. Ms. Maher also has experience serving on not-for-profit boards, including being Chair of Women’s College Hospital and a member of the CPA Ontario council. In addition, Ms. Maher founded KPMG Canada’s first ever National Diversity Council and was the executive sponsor of pride@kpmg. Ms. Maher has been recognized for her work on inclusion and diversity, receiving the Wayne C. Fox Distinguished Alumni Award from McMaster University and was inducted into the Hall of Fame for the WXN 100 Top Most Powerful Women in Canada. She also received the Lifetime Achievement Award from Out on Bay Street (Proud Strong), as well as the Senior Leadership Award for Diversity from the Canadian Centre for Diversity and Inclusion. Ms. Maher holds a Bachelor of Commerce degree from McMaster University. Ms. Maher serves as an independent director of the Canadian Imperial Bank of Commerce (“CIBC”), which provides routine banking services to Magna. Magna’s fees to CIBC in 2025 represented less than 0.01% of the bank’s 2025 revenues and are not material to Magna or the bank.

Significant Expertise/Experience

Accounting/Audit, Environmental, Social and Governance, Finance/Financial Advisory, Governance/Board, Large Cap Company, Risk Oversight, Senior/Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

Canadian Imperial Bank of Commerce (Audit (Chair)), CAE Inc. (Human Resources; Audit)

Equity-at-risk (Record Date)

William A. Ruh, MSc​

Independent

Montana, U.S.A.​

Age: 64

Tenure: ~9 years

Committees:
Technology (Chair), TOCC

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Result: >88%

Mr. Ruh brings over four decades of leadership experience in driving digital transformation for large industrial organizations. His expertise spans a broad range of advanced software and automation solutions, including cloud-based platforms, data analytics, artificial intelligence, and cybersecurity.

Currently, Mr. Ruh serves as the Chief Executive Officer of Lifestyle Solutions Real Estate, a real estate and investment management firm. He also plays an active role in the startup ecosystem, advising or serving on the boards of startup companies, including: Podium.io; Joogi; kscope.ai; Appabite; Zorasafe; and StratifyPro. Other previous executive roles included: Chief Executive Officer, Digital of Lendlease Group, an international property and infrastructure group; and Chief Executive Officer for GE Digital, as well as Senior Vice President and Chief Digital Officer for GE (2011 – 2018). Mr. Ruh’s career included senior roles at: Cisco Systems, Inc. (2004 – 2011) where he held global responsibility for developing advanced services and solutions; Software AG, Inc. (2001 – 2004); and The Advisory Board Company (2000 – 2001). In addition, Mr. Ruh is currently a member of the advisory boards at World/Digital 50 and Research Board for Corporate Directors, and has contributed to numerous startup boards, such as eNTR, Akrometrix, Taleris, Pivotal, and CADMakers. He has also served on the boards of nonprofit organizations, including the American Chamber of Commerce Australia. Mr. Ruh has a B.Sc. and M.Sc in computer science (California State University), and he is a Co-chair for the Innovation Hub initiative at California State University, Fullerton.

Significant Expertise/Experience

Cybersecurity, Governance/Board, Large Cap Company, R&D/Innovation/Technology, Risk Oversight, Senior/Executive Leadership, Strategy Development, Talent Management/​Compensation

Other Current Public Company Boards

None

Equity-at-risk (Record Date)

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Peter Sklar, CPA, MBA​

Independent

Ontario, Canada​

Age: 68

Tenure: ~1 year

Committees:
Audit, Technology

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Result: >99%

Mr. Sklar brings to the Board extensive expertise in the automotive and investment sectors, with nearly three decades of experience as a top-ranked equity research analyst at BMO Capital Markets.

Mr. Sklar most recently served as a Managing Director at BMO Capital Markets where he served as a top-ranked equity research analyst specializing in automotive and consumer stocks (1993 – 2023). Prior to joining BMO Capital Markets’ predecessor, he was a Vice President at the Canada Development Investment Corporation (1990 – 1993), managing a portfolio of Crown corporations and supporting the Canadian federal government’s privatization program. Mr. Sklar started his career in institutional sales and investment banking at Wood Gundy (1984 – 1990), becoming Vice President of Investment Banking (1988). He has received numerous industry recognitions, including rankings from the Brendan Wood International Survey and the StarMine Analyst Awards for his expertise in small cap/special situations, consumer products, and automotive components. Mr. Sklar holds a B.Com in Accounting and Finance (Toronto), an MBA (Wharton), and is also a CPA.

Significant Expertise/Experience

Accounting/Audit, Automotive, Finance/Financial Advisory, Large Cap Company, Strategy Development

Other Current Public Company Boards

None

Equity-at-risk (Record Date)

Matthew Tsien, MSc​

Independent

Washington, U.S.A​

Age: 65

Tenure: ~3 years

Committees:
TOCC, Technology

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Result: >88%

Mr. Tsien brings to the Board extensive technology and engineering experience within the automotive industry, particularly from a large OEM perspective in China.

Mr. Tsien’s career spanned 45 years with General Motors and its group of companies (1976 – 2021), where he built a strong track record in areas such as electrification and connectivity. He held various roles with GM, including Executive Vice President, Chief Technology Officer, and President, General Motors Ventures (2020 – 2021); Executive Vice President and President, GM China (2014 – 2020); Vice President, Planning and Program Management, GM China and GM International, and Strategic Alliances for China (2012 – 2013) where he was responsible for product planning and program management for international markets encompassing Asia, Russia, the Middle East and Africa. Other prior roles include Executive Vice President, SAIC-GM-Wuling Automobile China (2009 – 2011); Executive Director, Global Technology Engineering (2005 – 2008); Executive Director, Vehicle Systems, North America Product Development (2001 – 2005); Electrical Chief Engineer Germany (1999 – 2000), Regional Vehicle Line Executive Australia (1997 – 1998), Chief Technology Officer and Director, Business Planning China (1995 – 1997); and Director, Audio Systems Engineering, Delco Electronics (1992 – 1995). Mr. Tsien has a BS (Kettering), an MS (Stanford) and an MS (MIT).

Significant Expertise/Experience

Automotive, High-Growth Markets, Large Cap Company, R&D/Innovation/Technology, Senior/​Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

AGCO Corporation (Audit; Talent and Compensation)

Cummins Inc. (Audit; Governance; Safety, Environment & Technology)

Equity-at-risk (Record Date)

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Dr. Thomas Weber, PhD​

Independent

Baden-Württemberg, Germany​

Age: 71

Tenure: 4+ years

Committees:
GNSC, Technology

2025 Meeting
Attendance: 100%

2025 Annual Meeting Voting Result: >99%

Dr. Weber brings to the Board valuable knowledge and experience regarding the global automotive industry, with particular expertise within Europe, as well as the development and production of future-oriented vehicles (including alternative powertrain systems).

Dr. Weber’s career spanned a wide range of demanding functions and responsibilities relating to passenger cars within Daimler AG (1990 – 2016), including serving on the Board of Management, responsible for Group Research & Mercedes-Benz Cars Development (2004 – 2016). Since 2017, he served as a director of the German National Academy of Science and Engineering “acatech” with responsibility for areas related to “mobility of the future” and circular economy. In 2023, he was elected as President of acatech. In addition, he is an Honorary Professor in the field of mechanical engineering and mobility of the future at the University of Stuttgart (since 2010). Dr. Weber previously served as a member of Magna’s Technology Advisory Council (2019 – 2021) and is a Mechanical Engineer (Stuttgart), with a doctorate in production and automation (Fraunhofer Institute).

Significant Expertise/Experience

Automotive, R&D/Innovation/Technology, Risk Oversight, Senior/Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

None

Equity-at-risk (Record Date)

Lisa S. Westlake, MBA​

Independent

Florida, U.S.A.​

Age: 64

Tenure: ~7 years

Committees:
TOCC, Technology

2025 Meeting Attendance: 100%

2025 Annual Meeting Voting Result: >88%

Ms. Westlake brings to the Board extensive global experience in both human resources and finance, as well as an established reputation for her leadership abilities in organizational transformations, leveraging technology to drive innovation, stakeholder and crisis management, as well as enterprise risk management.

Ms. Westlake most recently served as the Chief Human Resources Officer of global information and analytics services firm, IHS Markit Ltd. (2017 – 2018), prior to which she served in a range of senior human resources and finance roles with Moody’s Corporation, including Chief Human Resources Officer (2008 – 2017), Vice-President, Investor Relations (2006 – 2008) and Managing Director, Finance (2004 – 2006). In a career that spanned nearly 35 years, Ms. Westlake also had a range of Financial Officer and other senior roles at: American Express Company (1996 – 2003); The Dun & Bradstreet Corporation (1989 – 1995); and Lehman Brothers (1984 – 1987). Ms. Westlake has a B.A. in biochemistry (Dartmouth), as well as an MBA (Columbia).

Significant Expertise/Experience

Finance/Financial Advisory, Governance/Board, High-Growth Markets, Large Cap Company, Mergers & Acquisitions, Risk Oversight, Senior/Executive Leadership, Strategy Development, Talent Management/Compensation

Other Current Public Company Boards

None

Equity-at-risk (Record Date)

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Retainer / Fee Type

Amount
($)

3x Equity Maintenance
($)

1,000

2,000 / 4,000

To be set on Committee formation

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Additional Information

Name

Fees
Earned(1)

Share-Based
Awards(2)

Option-Based
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Pension
Value
($)

All
Other
($)

Total
($)

Cash
($)

% of
Total Fees

Deferred to
DSUs
($)

% of
Total Fees

Dr. Indira V. Samarasekera

About the Meeting