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MAGNA INTERNATIONAL INC.

 

REPORT OF VOTING RESULTS

 

FOR THE ANNUAL MEETING OF SHAREHOLDERS HELD ON MAY 4, 2026

 

In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the following sets out the matters voted on at the annual meeting of shareholders of Magna International Inc. (the "Company") held on Monday, May 4, 2026. Each of the matters is described in greater detail in the Company's Notice of 2026 Annual Meeting of Shareholders and Management Information Circular/Proxy Statement dated March 26, 2026. A total of 218,968,145 Common Shares, or 79.21% of the Company’s issued and outstanding Common Shares, were represented in person or by proxy at the meeting. The manner in which the votes and proxies received, as applicable, were cast in respect of each matter is set out below.

 

1.Election of Directors

 

The following resolutions were passed, and the Company’s 12 nominees were elected as directors of the Company by the holders of Common Shares.

 

Resolution Votes For Votes Withheld/Against
# % # %
Elect Mary S. Chan as Director

209,236,245

98.60% 2,965,784 1.40%
Elect Hon. V. Peter Harder as Director 205,688,562 96.93% 6,513,465 3.07%
Elect Jan R. Hauser as Director 211,168,283 99.51% 1,033,744 0.49%
Elect Seetarama S. Kotagiri (CEO) as Director 211,434,671 99.64% 767,357 0.36%
Elect Jay K. Kunkel as Director 211,378,962 99.61% 823,066 0.39%
Elect Robert F. MacLellan as Director 210,664,274 99.28% 1,537,753 0.72%
Elect Mary Lou Maher as Director 211,399,399 99.62% 802,630 0.38%
Elect William A. Ruh as Director 204,629,951 96.43% 7,572,076 3.57%
Elect Peter Sklar as Director 211,428,877 99.64% 773,151 0.36%
Elect Matthew Tsien as Director 208,555,817 98.28% 3,646,211 1.72%
Elect Dr. Thomas Weber as Director 209,030,974 98.51% 3,171,033 1.49%
Elect Lisa S. Westlake as Director 208,547,329 98.28% 3,654,699 1.72%

 

 

 

2.Appointment of Auditor

 

A resolution was passed by holders of Common Shares to reappoint Deloitte as independent auditor of the Company and to authorize the Audit Committee to fix the independent auditor’s renumeration.

 

Resolution Votes For Votes Withheld/Against
# % # %
Re-Appointment of Deloitte LLP as Auditor 215,827,447 98.57% 3,140,698 1.43%

 

3.Say on Pay

 

A resolution was passed by holder of Common Shares to accept the approach to executive compensation disclosed in the Company’s Management Information Circular/Proxy Statement dated March 26, 2026.

 

Resolution Votes For Votes Withheld/Against
# % # %
Advisory Resolution on Executive Compensation 190,258,324 89.66% 21,943,700 10.34%