Magna International Inc

###### Sustainability Governance [...] 1.1 Board Oversight [...] Climate-related and other sustainability issues are typically considered by the Board at least annually through the Board's strategic planning process. Typically, Magna's most senior corporate R&D executive identifies and analyses material "megatrends" impacting the automotive industry, including automotive and mobility trends arising from climate-related issues. Significant opportunities and risks are then addressed at the annual Board strategy meeting, while Operating Group Presidents address the opportunities and risks applicable to their respective business units at the annual business planning meeting. Guidance, feedback and other outputs from the strategy meeting are incorporated and integrated into business unit business plans for the next business planning meeting. Sustainability issues may also arise before the Board in connection with its oversight of fundamental corporate actions such as review/approval of material acquisitions/divestitures, three-year business plans and capital expenditures. Additionally, the Board annually monitors our progress in reducing our carbon footprint and reviews/approves the company's material public disclosures, including our Annual Information Form (AIF) / Annual Report on Form 40-F incorporating this Sustainability Report. [...] 1.1.1 GNSC and TOCC Roles [...] The Board carries out its duties in part through standing committees composed solely of independent directors. One such committee, the GNSC, supports the Board's oversight of the company's approach to sustainability and climate change issues to ensure alignment with Magna's overall strategy, including by assessing Magna's overall approach to decarbonization of its operations, environmental compliance, the Company's approach to human rights and supply chain due diligence, the continued effectiveness of the Company's ESG management programs, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. The Board's TOCC also supports the Board's sustainability oversight activities by assessing Magna's approach to certain non-climate elements of sustainability, including its approach to advancing diversity and inclusion in our workplace, and occupational health and safety compliance, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. [...] 4.6 Lobbying & Political Engagement [...] Magna is committed to upholding the highest standards of integrity in our lobbying activities and political engagement. Our approach to conducting such activities in accordance with applicable law and ethical norms, and in alignment with our sustainability commitments, is as follows: [...] 4.6.1 Core Commitments [...] Our core commitments in this area are: [...] Lobbying: Magna pledges to comply with applicable law and uphold the highest levels of integrity in all lobbying efforts. Our lobbying strategies and practices are designed with the best interests of our stakeholders in mind and reflect the core values of our company. We are committed to honest and ethical engagement with policymakers. [...] Political Engagement: Magna is committed to being a responsible corporate citizen, which includes ensuring compliance with applicable law regarding political contributions and expenditures. [...] Comprehensiveness of Commitment: Our commitment to integrity in lobbying is holistic, encompassing all areas of our business and supported by senior management. A dedicated governance structure ensures adherence to this strategy, with accountability assigned at the corporate level. [...] 4.6.2 Implementation Measures [...] In order to give effect to our commitments we undertake a number of measures: [...] Disclosure: Detailed information about our lobbying activities as required by law. [...] Approval Procedures: Magna has established a pre-approval procedure ("Disclose It" reporting system) for expenditures or government officials. [...] Stakeholder Engagement: While our strategy is comprehensive and supported by management, we recognize the importance of involving stakeholders in the development and discussion of our lobbying strategies at the corporate level. Efforts to enhance stakeholder involvement are ongoing. [...] Magna will comply with all applicable laws and regulations governing campaign finance, political contributions, or expenditures for elections and political activities, including reporting and disclosure requirements. Magna regularly consults inside and outside legal counsel to confirm its political expenditures and other political and lobbying activities are undertaken in compliance with applicable law and this strategy. Magna's lobbying strategy is subject to regular review and updates to reflect changes in legal requirements, and industry best practices.

Magna's Board of Directors is the company's highest decision-making body, except to the extent certain rights have been reserved for shareholders under applicable law or Magna's articles of incorporation or by-laws. As such, the Board is responsible for the overall stewardship of the company by: supervising the management of the business and affairs of Magna in accordance with the legal requirements set out in applicable company law (Business Corporations Act (Ontario)), as well as other applicable law; and, jointly with Management, seeking to create long-term shareholder value. The Board operates under a written Board Charter, in addition to applicable law, our articles of incorporation and by-laws. The Board Charter, which has been filed with securities regulatory authorities on SEDAR+ (www.sedarplus.ca), and is available in the Leadership & Governance section of Magna's website (www.magna.com), delineates Board oversight responsibilities including with respect to a number of areas relevant to sustainability such as: corporate culture; corporate governance; strategy; risk; shareholder engagement; and fundamental corporate actions. [...] The Board carries out its duties in part through standing committees composed solely of independent directors. One such committee, the GNSC, supports the Board's oversight of the company's approach to sustainability and climate change issues to ensure alignment with Magna's overall strategy, including by assessing Magna's overall approach to decarbonization of its operations, environmental compliance, the Company's approach to human rights and supply chain due diligence, the continued effectiveness of the Company's ESG management programs, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. The Board's TOCC also supports the Board's sustainability oversight activities by assessing Magna's approach to certain non-climate elements of sustainability, including its approach to advancing diversity and inclusion in our workplace, and occupational health and safety compliance, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. [...] Magna is committed to upholding the highest standards of integrity in our lobbying activities and political engagement. Our approach to conducting such activities in accordance with applicable law and ethical norms, and in alignment with our sustainability commitments, is as follows: Our core commitments in this area are: ◾ Lobbying: Magna pledges to comply with applicable law and uphold the highest levels of integrity in all lobbying efforts. Our lobbying strategies and practices are designed with the best interests of our stakeholders in mind and reflect the core values of our company. We are committed to honest and ethical engagement with policymakers. ◾ Political Engagement: Magna is committed to being a responsible corporate citizen, which includes ensuring compliance with applicable law regarding political contributions and expenditures. ◾ Comprehensiveness of Commitment: Our commitment to integrity in lobbying is holistic, encompassing all areas of our business and supported by senior management. A dedicated governance structure ensures adherence to this strategy, with accountability assigned at the corporate level. Our strategy supports Magna's interest in promoting public policies relevant to Magna and educating policymakers about our business, while complying with all relevant laws and regulations governing lobbying and political contributions or expenditures for federal, state, or local elections, including the reporting and disclosure of such amounts. Implementation Measures In order to give effect to our commitments we undertake a number of measures: ◾ Disclosure: Detailed information about our lobbying activities as required by law. ◾ Approval Procedures: Magna has established a pre-approval procedure ("Disclose It" reporting system) for expenditures or government officials. ◾ Stakeholder Engagement: While our strategy is comprehensive and supported by management, we recognize the importance of involving stakeholders in the development and discussion of our lobbying strategies at the corporate level. Efforts to enhance stakeholder involvement are ongoing. Magna will comply with all applicable laws and regulations governing campaign finance, political contributions, or expenditures for elections and political activities, including reporting and disclosure requirements. Magna regularly consults inside and outside legal counsel to confirm its political expenditures and other political and lobbying activities are undertaken in compliance with applicable law and this strategy. Magna's lobbying strategy is subject to regular review and updates to reflect changes in legal requirements, and industry best practices.

Magna's Board of Directors is the company's highest decision-making body, except to the extent certain rights have been reserved for shareholders under applicable law or Magna's articles of incorporation or by-laws. As such, the Board is responsible for the overall stewardship of the company by: supervising the management of the business and affairs of Magna in accordance with the legal requirements set out in applicable company law (Business Corporations Act (Ontario)), as well as other applicable law; and, jointly with Management, seeking to create long-term shareholder value. The Board operates under a written Board Charter, in addition to applicable law, our articles of incorporation and by-laws. The Board Charter, which has been filed with securities regulatory authorities on SEDAR+ (www.sedarplus.ca), and is available in the Leadership & Governance section of Magna's website (www.magna.com), delineates Board oversight responsibilities including with respect to a number of areas relevant to sustainability such as: corporate culture; corporate governance; strategy; risk; shareholder engagement; and fundamental corporate actions. [...] The Board carries out its duties in part through standing committees composed solely of independent directors. One such committee, the GNSC, supports the Board's oversight of the company's approach to sustainability and climate change issues, including alignment with Magna's overall strategy, stakeholder expectations, regulatory and voluntary frameworks, market norms and best practices. The GNSC assesses Magna's overall approach to reducing its carbon footprint, the effectiveness of our environmental compliance program, the Company's approach to human rights and supply chain due diligence, the continued effectiveness of the climate elements of the Company's ESG program, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. The Board's TOCC also supports the Board's sustainability oversight activities by assessing Magna's approach to certain non-climate elements of sustainability, including its approach to advancing diversity and inclusion in our workplace, and occupational health and safety compliance, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. [...] Magna is committed to upholding the highest standards of integrity in our lobbying activities and political engagement. Our approach to conducting such activities in accordance with applicable law and ethical norms, and in alignment with our sustainability commitments, is as follows: Our core commitments in this area are: ◾ Lobbying: Magna pledges to comply with applicable law and uphold the highest levels of integrity in all lobbying efforts. Our lobbying strategies and practices are designed with the best interests of our stakeholders in mind. We are committed to honest and ethical engagement with policymakers. ◾ Political Engagement: Magna is committed to being a responsible corporate citizen, which includes ensuring compliance with applicable law regarding political contributions and expenditures. ◾ Comprehensiveness of Commitment: Our commitment to integrity in lobbying is holistic, encompassing all areas of our business and supported by senior management. A dedicated governance structure supports adherence to this strategy, with accountability assigned at the corporate level. Our strategy supports Magna's interest in promoting public policies relevant to Magna and educating policymakers about our business, while complying with all relevant laws and regulations governing lobbying and political contributions, and expenditures involving government officials, including the reporting and disclosure of such amounts. Implementation Measures In order to give effect to our commitments we undertake a number of measures: ◾ Disclosure: Detailed information about our lobbying activities as required by law. ◾ Approval Procedures: Magna has established a pre-approval procedure ("Disclose It" reporting system) for expenditures involving government officials. ◾ Stakeholder Engagement: While our strategy is comprehensive and supported by senior management, we recognize the importance of involving stakeholders in the implementation of our lobbying strategies at the corporate level. Efforts to enhance stakeholder involvement are ongoing. Magna will comply with all applicable laws and regulations governing campaign finance, political contributions, and other related expenditures, including reporting and disclosure requirements. Magna regularly consults internal and external legal counsel regarding compliance of its political expenditures and other political and lobbying activities with applicable law. Magna's lobbying strategy is subject to regular review and updates to reflect changes in legal requirements, and industry best practices.

###### Sustainability Governance [...] 4.7 Lobbying & Political Engagement [...] Magna is committed to upholding the highest standards of integrity in our lobbying activities and political engagement. Our approach to conducting such activities in accordance with applicable law and ethical norms, and in alignment with our sustainability commitments, is as follows: [...] 4.7.1 Core Commitments [...] Our core commitments in this area are: [...] · Lobbying: Magna pledges to comply with applicable law and uphold the highest levels of integrity in all lobbying efforts. Our lobbying strategies and practices are designed with the best interests of our stakeholders in mind. We are committed to honest and ethical engagement with policymakers. [...] · Political Engagement: Magna is committed to being a responsible corporate citizen, which includes ensuring compliance with applicable law regarding political contributions and expenditures. [...] · Comprehensiveness of Commitment: Our commitment to integrity in lobbying is holistic, encompassing all areas of our business and supported by senior management. A dedicated governance structure supports adherence to this strategy, with accountability assigned at the corporate level. [...] Our strategy supports Magna's interest in promoting public policies relevant to Magna and educating policymakers about our business, while complying with all relevant laws and regulations governing lobbying and political contributions, and expenditures involving government offcials, including the reporting and disclosure of such amounts. [...] 4.7.2 Implementation Measures [...] In order to give effect to our commitments we undertake a number of measures: [...] · Disclosure: Detailed information about our lobbying activities as required by law. [...] · Approval Procedures: Magna has established a pre-approval procedure ("Disclose It" reporting system) for expenditures involving government offcials. [...] · Stakeholder Engagement: While our strategy is comprehensive and supported by senior management, we recognize the importance of involving stakeholders in the implementation of our lobbying strategies at the corporate level. Efforts to enhance stakeholder involvement are ongoing. [...] Magna will comply with all applicable laws and regulations governing campaign fnance, political contributions, and other related expenditures, including reporting and disclosure requirements. Magna regularly consults internal and external legal counsel regarding compliance of its political expenditures and other political and lobbying activities with applicable law. Magna's lobbying strategy is subject to regular review and updates to refect changes in legal requirements, and industry best practices.

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The Board carries out its duties in part through standing committees composed solely of independent directors. One such committee, the Corporate Governance, Compensation and Nominating Committee ("CGCNC"), supports the Board's oversight of the company's approach to sustainability and climate change issues, including by assessing Magna's overall approach to reduce its carbon footprint, environmental compliance, occupational health and safety, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. [...] The scope of the CGCNC's oversight role with respect to sustainability includes climate-related issues generally, as well as related elements such as environmental management and compliance. As Magna defines "sustainability" in a broad and inclusive manner to include areas that go beyond climate-related issues, the CGCNC's role also extends to matters such as occupational health and safety, diversity and inclusion, as well as corporate social responsibility. The CGCNC periodically reviews Magna's policies, practices and public disclosures relating to sustainability topics, and makes recommendations to the Board regarding such items. During 2021, the CGCNC received updates on Magna's evolving sustainability strategy. The Committee also reviewed, provided input into and approved the organization's Sustainability Report and presented its recommendations to the Board regarding the Board's approval of the Sustainability Report. Additionally, the CGCNC received semi-annual reporting relating to the performance of Magna's environmental compliance and management program."
"◾ lobbying and political contributions; ◾ full, accurate and timely public disclosures, including financial reporting; ◾ prohibiting insider trading; ◾ environmental responsibility; ◾ occupational health and safety; ◾ managing conflicts of interest; ◾ careful communication, and protecting confidential and personal information; and ◾ compliance with related corporate policies. The Code, which is disclosed on the corporate governance section of our website (www.magna.com) and posted on our employee intranet in 26 different languages, is reviewed regularly with all amendments approved by the Board. We have also supplemented the requirements of the Code through the adoption of policies covering specific topics, including: bribery and improper payments, tooling practices, gifts and entertainment, anti-retaliation, careful communication, conflicts of interest, sanctions and trade embargoes, antitrust and competition, and the conduct of internal ethics investigations (all of which are also available on our website (www.magna.com)).

1.1 Board Oversight Magna's Board of Directors is the company's highest decision-making body, except to the extent certain rights have been reserved for shareholders under applicable law or Magna's articles of incorporation or by-laws. As such, the Board is responsible for the overall stewardship of the company by: supervising the management of the business and affairs of Magna in accordance with the legal requirements set out in applicable company law (Business Corporations Act (Ontario)), as well as other applicable law; and, jointly with Management, seeking to create long-term shareholder value. The Board operates under a written Board Charter, in addition to applicable law, our articles of incorporation and by-laws. The Board Charter, which has been filed on SEDAR, and is available in the Leadership & Governance section of Magna's website (www.magna.com), delineates Board oversight responsibilities including with respect to a number of areas relevant to sustainability such as: corporate culture; corporate governance; strategy; risk; shareholder engagement; and fundamental corporate actions. The Board takes an integrated and coordinated approach to oversight (including climate-related issues). This includes oversight of the Company's corporate culture, as well as its overall approach to corporate governance; capital allocation; major corporate policies; enterprise risk management, including sustainability risks; and shareholder engagement. Climate-related and other sustainability issues are typically considered by the Board at least annually through the Board's strategic planning process. Typically, Magna's Chief Technology Officer identifies material "megatrends" impacting the automotive industry, including automotive and mobility trends arising from climate-related issues. Significant opportunities and risks are then addressed by the CTO at the annual Board strategy meeting, while Operating Group Presidents address the opportunities and risks applicable to their respective business units at the annual business planning meeting. Guidance, feedback and other outputs from the strategy meeting are incorporated and integrated into business unit business plans for the next business planning meeting. Sustainability issues may also arise before the Board in connection with its oversight of fundamental corporate actions such as review/approval of material acquisitions/divestitures, three-year business plans and capital expenditures. Additionally, the Board annually monitors our progress in reducing our carbon footprint and reviews/approves the company's material public disclosures, including our Annual Information Form / Annual Report on Form 40-F incorporating this Sustainability Report. 1.1.1 GNSC and TOCC Roles The Board carries out its duties in part through standing committees composed solely of independent directors. One such committee, the GNSC, supports the Board's oversight of the company's approach to sustainability and climate change issues, including by assessing Magna's overall approach to reduce its carbon footprint, environmental compliance, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. The Board's TOCC also supports the Board's sustainability oversight activities by assessing Magna's approach to certain non-climate elements of sustainability, including its approach to advancing diversity in our workplace, and occupational health and safety compliance, as well as Magna's actions to identify, monitor and mitigate any material risk exposures relating to such areas. Like the Board, the GNSC and TOCC maintain a written charter which outlines its specific roles and responsibilities. The GNSC and TOCC Charters have been filed on SEDAR and is available in the Leadership & Governance section of Magna's website (www.magna.com). Matters under the GNSC's responsibility include: corporate governance, sustainability, and other matters. The scope of the GNSC's oversight role with respect to sustainability includes climate-related issues generally, as well as related elements such as environmental management and compliance. As Magna defines "sustainability" in a broad and inclusive manner to include areas that go beyond climate-related issues, the GNSC's role also extends to matters such as supply chain sustainability. The GNSC periodically reviews Magna's policies, practices and public disclosures relating to sustainability topics, and makes recommendations to the Board regarding such items. During 2022, the GNSC received updates on Magna's evolving sustainability strategy, its progress in achieving its carbon neutrality commitments, and its activities in relation to supply chain monitoring. Its predecessor committee, the CGCNC also reviewed, provided input into and approved the organization's Sustainability Report and presented its recommendations to the Board regarding the Board's approval of the Sustainability Report. Additionally, the CGCNC received reporting relating to the performance of Magna's environmental compliance and management program. The TOCC's responsibility include: talent management and succession planning, executive and incentive compensation, employee health and safety, and other matters. During 2022, the TOCC received updates on Magna's occupational health and safety program, leadership development and succession planning, and global compliance program training. 1.1.2 Other Board Committees In addition to the GNSC and TOCC, the Board maintains two other standing committees – the Audit Committee and the Technology Committee. While neither of these committees have specific sustainability responsibilities, each may have a role with respect to sustainability risks and opportunities that arise indirectly out of the committee's primary role and responsibilities. Magna's Audit Committee supports the Board through its oversight of financial and audit-related matters, including financial risks and disclosures. To the extent that climate-related or other sustainability risks are or could be financially material, the Audit Committee would be involved through its consideration of the financial statement or other disclosure of the nature and scale of the risk. The Technology Committee supports the Board's overisight duties by advising it on technology trends, related opportunities and risks, R&D and innovation, and technology-focused acquisitions, as well as the alignment between the company's technology and its strategic priorities. As such, the scope of the Technology Committee's role includes products and processes that seek to realize opportunities created by climate-related challenges. 1.2 Management Climate-related issues are part of the CEO's responsibility. As Magna's highest-ranking member of management, the CEO guides and directs Executive Management and Operating Group Presidents with respect to product portfolio and strategic planning, business planning, capital expenditures, innovation/R&D, manufacturing productivity and efficiency, as well as other critical areas, including the setting of the carbon neutrality targets (Scope 1 & Scope 2) announced by Magna in 2021. The CEO is also the highest executive responsible for customer management, shareholder engagement/investor relations, as well as talent management. The criticality of climate sustainability to the future of the automotive industry generally means that climate-related issues are interwoven through all of the foregoing areas of the CEO's responsibilities. At the same time, the importance of making demonstrable progress with climate sustainability goals requires CEO-level engagement and direction to ensure organizational alignment. To assist our CEO, Magna has designated one of its Operating Group presidents as an executive "champion" for climate-related sustainability matters (the "Sustainability Champion"). The Sustainability Champion reports directly to Magna's CEO on sustainability matters and helps coordinate and align sustainability priorities across the company's other Operating Groups. Operating Group management is responsible for development of product strategies to address megatrends, industry trends, and business opportunities and risks, including those which arise due to climate-related challenges. We also have a bottom-up sustainability structure with representatives at each of our three main management levels (Divisional, Operating Group and Corporate). Approximately 95% of our manufacturing Divisions have an energy management champion who works with members of our Global Energy Team to identify and implement high-priority energy management projects. The Global Energy Team functions across all of our Divisions and Operating Groups to share energy efficiency/management case studies and best practices. Each Operating Group's day-to-day sustainability activities are coordinated through a Group "lead". Operating Group sustainability leads participate in a sustainability steering committee headed by the Sustainability Champion, which consists of cross-functional corporate leaders representing operational improvement, environmental, purchasing, supplier risk management, energy, real estate, R&D, legal/corporate secretarial and finance, with other functions as needed. The Sustainability Steering Committee is led by the Sustainability Director who oversees and tracks the metrics and KPIs developed by the Committee, such as the energy reduction goals. The Sustainability Director leverages the multidisciplinary Committee to develop Magna's long-term sustainability and decarbonization strategy coupled with near-term metrics. In connection with our evolving sustainability strategy and our commitment to achieving the carbon neutrality targets, our energy reduction progress and initiatives are reported to our Sustainability Champion, helping to increase the visibility of these initiatives across our Operating Groups through the Sustainability Champion's regular interaction with other Operating Group Presidents. A number of initiatives intended to help us achieve our carbon neutrality targets are well underway, including energy optimization initiatives at most of our operating Divisions and a phased in transition to renewable electricity globally. For us, carbon offsets are a last resort to offset Scope 1 emissions that cannot be displaced by other methods, not a primary means of achieving our targets.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]To ensure that our direct and indirect activities that influence policy are consistent with our overall climate change strategy, we frequently monitor/evaluate global regulatory developments. We attempt to mitigate applicable policy risks relating to climate-related regulation through: early-stage interaction with OEM customers to understand their product priorities and regulatory compliance requirements; in-house R&D, combined with private equity & venture capital investment strategies in technological start-ups; and strategic planning processes at both Operating Group and Corporate levels, including Board oversight of strategic plans.
Our corporate environmental team monitors current and emerging local & regional regulations & provides updates to our Divisions as necessary, & at a minimum during annual Regional HSE Conferences, through general environmental awareness training, & as part of ISO 140001 compliance which requires periodic assessment to determine legal requirements & how they apply to environmental aspects.
Magna's Government Relations teams regularly engage with government agencies, trade associations, & industry groups on a variety of product & environmental related issues, including:
· EPA and Corporate Average Fuel Economy Standards Harmonization Efforts
· National ambient air quality standards for criteria pollutants (CO, Pb, NOx, O3, PM, SOx)
· Light-duty vehicle CAFE and GHG emissions standards
· Model Year Emission Standards
· Prohibited Materials Compliance
Magna is a member of various global and state organizations that support our sustainability commitments, including:
AIAG/Suppliers Partnership for the Environment/American Chamber of Mexico/Business Council of Canada/Canadian Manufacturers and Exporters/Consumer Electronics for Automobiles/European Association on Automotive Suppliers/Indiana Manufacturers Association/Michigan Manufacturers Association/Motor & Equipment Manufacturers Association/South Carolina Manufacturers Alliance/United States Chamber of Commerce/United States – Mexico Chamber of Commerce/Original Equipment Suppliers Association/Verband deutscher Automobilindustrie
In order to coordinate on policy issues throughout Magna, the Government Affairs team engages with Magna internal subject matter experts and informs them of any laws or regulations being developed or considered at the local, state/provincial, federal, & international levels. If inconsistency is recognized it is corrected by senior management.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]No, and we do not plan to have one in the next two years