Magna International Inc. - OMEGA

and executive management do not participate in these employee equity participation and profit sharing programs. Employees of
MEC do not participate in our corporate level employee equity participation and profit sharing program or a parallel program.
Dividends; Minimum Profit Performance
Our Corporate Constitution provides that unless otherwise approved by ordinary resolution of the holders of each of our
Class A Subordinate Voting Shares and our Class B Shares, voting as separate classes, the holders of our Class A Subordinate
Voting Shares and Class B Shares will be entitled to receive and we will pay, if, as and when declared by our Board of Directors
out of funds properly applicable to the payment of dividends, non-cumulative dividends in respect of each financial year so that
the aggregate of the dividends paid or payable in respect of such year is:
• equal to at least 10% of our after-tax profits (as defined in the Corporate Constitution) after providing for dividends on
preference shares, if any, for such year; and
• on average, equal to at least 20% of our after-tax profits (as defined in the Corporate Constitution) after providing for
dividends on preference shares, if any, for such financial year and the two immediately preceding financial years.
If at any time our after-tax profits (as defined in the Corporate Constitution) are less than 4% of the average stated capital
attributable to our Class A Subordinate Voting Shares and Class B Shares at the beginning and at the end of the financial year
in question, for two consecutive financial years or we fail to pay the required dividends described above for a period of two
consecutive financial years, the holders of our Class A Subordinate Voting Shares will, until the 4% return is achieved in a
succeeding financial year and all required dividends, if any, are paid, have the exclusive right, voting separately as a class, to
nominate and elect two directors at the next meeting of our shareholders at which directors are to be elected, such right to increase
the number of directors which may be elected to continue for each consecutive two year period. If the 4% return is not achieved
or a required dividend is not paid for any two consecutive financial years following the initial two consecutive financial years,
then holders of our Class A Subordinate Voting Shares will, until the 4% return is achieved for one financial year and all required
dividends are paid, have the exclusive right, voting separately as a class, to nominate and elect two additional directors at the next
meeting of shareholders at which directors are to be elected. Once the right of holders of our Class A Subordinate Voting Shares
to elect such directors terminates, the directors who had been so elected will nonetheless serve until their successors are duly
elected at the next meeting of our shareholders.
Authorized Share Capital
Except as otherwise approved by the holders of at least a majority of each of our Class A Subordinate Voting Shares and
Class B Shares, voting as separate classes, our Corporate Constitution prohibits:
• an increase in the maximum number of authorized shares of any class of our capital stock (other than our Class A
Subordinate Voting Shares which may be issued in an unlimited amount); and
• the creation of any new class or series of capital stock having voting rights (other than on default in the payment of
dividends) or having rights to participate in our profits (other than securities convertible into existing classes of shares
or a class or series of shares having fixed dividends or dividends determined without regard to profits).
Unrelated Investments
Unless approved by the holders of at least a majority of each of our Class A Subordinate Voting Shares and Class B Shares,
voting as separate classes, our Corporate Constitution prohibits us from making an investment (whether direct or indirect, by
means of loan, guarantee, or otherwise) in any “unrelated business” where such an investment, together with the aggregate of
all other investments in unrelated businesses on the date in question, exceeds 20% of our “available equity” at the end of the
financial quarter immediately preceding the date of investment. For purposes of our Corporate Constitution, the term “unrelated
business” means any business that:
• does not relate to the design, manufacture, distribution or sale of motor vehicles or motor vehicle parts, components,
assemblies or accessories;
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