Magna Announces Proposal to Eliminate Control Block and Implement Single Vote Share Structure

AURORA, Canada, May 6, 2010 - Magna International Inc. (TSX: MG.A, NYSE: MGA) today announced that it
has entered into a transaction agreement with the Stronach Trust under
which holders of Magna's Class A subordinate voting shares would be given
the opportunity to decide whether to eliminate the dual class share capital
structure through which Magna's founder, Frank Stronach, and his family
have controlled Magna since the late 1970s. The proposed transaction would
also:

     -   set a termination date and declining fee schedule for the consulting,
         business development and business services contracts Magna has in
         place with Frank Stronach and his affiliated entities; and
     -   establish a joint venture with the Stronach group to jointly continue
         to pursue opportunities in the vehicle electrification business.

The transaction would be effected by way of a court-approved plan of
arrangement, and be subject to the approval of a majority of Magna's
minority Class A shareholders.

"We believe the proposed transaction, if approved by shareholders, has
the potential to unlock significant share value for Magna shareholders and
establish a strong foundation for the company's continued and long-term
success", said Don Walker and Siegfried Wolf, Co-Chief Executive Officers
of Magna. "The proposed transaction is intended to reduce or eliminate the
discount at which Magna currently trades relative to its peers, more
closely align all shareholder interests, and enhance Magna's potential
business opportunity for the electrification of future vehicles."

Frank Stronach, Magna's Chairman and founder, commented, "The ability
for an entrepreneur to raise growth capital under a multiple voting share
structure has enabled Canada to create a number of world-class companies,
like Magna. For me, that opportunity occurred in the late 1970s, when I
gave up a sizeable portion of my total equity value as part of a
shareholder-approved reorganization in exchange for the control that
enabled me to establish the principles, culture and entrepreneurial
framework that have been the cornerstone of Magna's impressive growth and
success over the years."

"While I am content to maintain the status quo, I understand the
potential benefits of management's proposal, particularly the opportunity
to establish a strong foundation for the future while preserving Magna's
unique corporate culture. Accordingly, if the Class A shareholders are
supportive of the proposed transaction, the Stronach Trust is prepared to
move forward under the proposed new capital structure. If shareholders
prefer instead to retain the status quo, I am equally confident that Magna
will continue to succeed under its current structure. Regardless of their
decision, I have full confidence in our management and employees, and in
the operating principles that have served Magna so well and made it the
great company that it is today."

Investment Community Conference Call

Management will discuss the proposed transaction in greater detail on
its previously scheduled quarterly earnings conference call, which will be
held today at 7:30 am ET. Dial-in and replay instructions are provided at
the end of this press release.

Terms of the Transaction

The transaction agreement is between Magna and the Stronach Trust,
which indirectly owns all of the 726,829 outstanding Class B Shares.
Because each Class B share carries 300 votes, the Stronach Trust has
approximately 66% of Magna's voting rights.

If the arrangement is approved by Class A shareholders and the court,
Magna would purchase for cancellation all 726,829 Class B Shares and the
Stronach Trust would indirectly receive 9 million newly issued Class A
Shares and US$300 million in cash. Based on the closing price of Magna's
Class A shares on the New York Stock Exchange on May 5, 2010 of US$62.53,
the transaction would have a total value of US$863 million.

After the transaction, Magna would have approximately 121 million
shares outstanding, each of which would carry one vote per share. The
shares held indirectly by the Stronach Trust would represent an equal
equity ownership and voting interest of 7.44%. In addition, Magna's Amended
and Restated Articles of Incorporation would be amended to remove the Class
B Shares from the authorized capital and to make non-substantive
consequential changes to its Articles, including renaming the Class A
Subordinate Voting Shares as Common Shares and eliminating provisions which
no longer apply due to the elimination of the Class B Shares.

Vincent J. Galifi, Magna's Executive Vice President and Chief
Financial Officer, stated, "Magna has historically traded at a discount to
its industry peers, despite delivering comparable or better operating and
financial performance while maintaining a strong balance sheet. We believe
the proposed transaction could reduce or eliminate that discount, broaden
Magna's appeal to investors who do not — as a matter of preference or
internal policy — invest in companies with multiple vote share structures
and establish a strong platform for future success. We also believe the
proposed joint venture is a good way for Magna to pursue an opportunity
that has significant growth potential, but which also bears risk and
uncertainty."

Amended Consulting Contracts

If the arrangement is approved, Magna would amend its existing
consulting, business development and business services contracts with Mr.
Stronach and his affiliated entities, Stronach & Co. and Stronach
Consulting Corp. These contracts are currently renewable on an annual basis
. Under the proposed amendments, these contracts would terminate on
December 31, 2014 and fees payable prior to that date would be reduced from
the current 3% of Magna's Pre-Tax Profits Before Profit Sharing (as defined
in the Corporate Constitution) over a transition and phase-out period as
follows:

     -   2.75% in 2011,
     -   2.50% in 2012,
     -   2.25% in 2013, and
     -   2.00% in 2014.

Mr. Stronach's ongoing role and participation on the Board would be
subject to the same nomination and election process that applies to all
other directors. The current intention of the Board is for Mr. Stronach to
continue to serve as Chairman, although he would resign as a member of the
Board's nominating committee.

Vehicle Electrification Joint Venture

The proposed new joint venture would involve the engineering,
development and integration of electric vehicles of any type, the
development, testing and manufacturing of batteries and battery packs for
hybrid (H) and electric vehicles (EV) and all ancillary activities in
connection with electric vehicle technologies. Magna would invest $220
million for a 73% interest. Magna's contribution would include the assets
of Magna's recently established E-Car Systems vehicle electrification and
battery business unit, certain other vehicle electrification assets, and
the balance in cash. Among other operations, Magna E-Car includes the Ford
battery electric vehicle (BEV) integration program that launches next year.
The Stronach group would invest $80 million in cash for a 27% interest in
the joint venture and would have effective control through the right to
appoint three of five board members, with Magna appointing the remaining
two members.

Although the joint venture would be free to pursue any type of
business activity connected with electric vehicles, Magna would have an
unrestricted right to engage in competitive activities outside of the joint
venture, and neither party would be obligated to provide any future funding
or financial assistance beyond its initial contribution.

Next Steps

The proposed share capital reorganization would be
implemented pursuant to a court-approved plan of arrangement and will
require the approval of a majority of the votes cast by minority Class A
shareholders at a special meeting of shareholders expected to take place in
late June or July of this year. In addition to shareholder and court
approvals, the transaction is subject to approval of the Toronto Stock
Exchange, the finalization of
definitive agreements and customary closing conditions, as well as certain
amendments to the consulting agreements through which Frank Stronach and
certain of his affiliated entities provide consulting services to the Magna
group of companies.

The execution of the transaction agreement was approved by Magna's
Board of Directors after receiving the report of a Special Committee of
independent directors of Magna comprised of Messrs. Michael D. Harris, who
acted as Chair of the Committee, Donald Resnick and Louis E. Lataif. The
Special Committee received independent legal advice from Fasken Martineau
LLP, independent financial advice from CIBC World Markets Inc. and
independent valuation advice concerning the E-Car joint venture from
PricewaterhouseCoopers LLP.

"We believe this proposal responds to the concerns Class A
shareholders have raised about Magna's multiple voting share structure, and
that the decision to proceed or not should be in their hands," said Mr.
Harris, Magna's Lead Director. "If the Class A shareholders do not approve
the transaction, Magna will continue to operate under its current structure
. Whatever the outcome, Magna's current Board and management remain
committed to the culture and operating principles embodied in the Corporate
Constitution and Employee Charter."

While the Board of Directors did not make a recommendation on how
shareholders should vote, various considerations which they believe
shareholders should take into account and a summary of the advice received
from the independent advisors, as well as the detailed transaction terms,
the background to the proposal, the process followed by the independent
directors in reviewing the proposal with the benefit of independent legal
and financial advisors, and other relevant information will be contained in
the proxy materials for the special meeting of shareholders to be called to
consider the plan of arrangement.

About Magna

We are the most diversified global automotive supplier. We design,
develop and manufacture technologically advanced systems, assemblies,
modules and components, and engineer and assemble complete vehicles,
primarily for sale to original equipment manufacturers ("OEMs") of cars and
light trucks. Our capabilities include the design, engineering, testing and
manufacture of automotive interior systems; seating systems; closure
systems; body and chassis systems; vision systems; electronic systems;
exterior systems; powertrain systems; roof systems; hybrid and electric
vehicles/systems as well as complete vehicle engineering and assembly.

We have approximately 74,000 employees in 240 manufacturing operations
and 76 product development, engineering and sales centres in 25 countries.

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    Magna will hold a conference call for interested analysts and
    shareholders this morning at 7:30a.m. EDT to discuss both the proposed
    transaction as well as our first quarter 2010 financial results, which
    were also issued this morning. The conference call will be co-chaired by
    Don Walker and Siegfried Wolf, Magna's co-Chief Executive Officers. The
    number to use for this call is 1-800-909-7814. The number for overseas
    callers is 1-212-231-2902. Please call in 10 minutes prior to the call.
    Magna will also webcast the conference call at www.magna.com. The slide
    presentation accompanying the conference call will be available on
    Magna's website prior to the call. Both the webcast and the slide
    presentation can be found in the Investors section of Magna's website
    under Calendar of Events & Presentations.
    For further information, please contact Louis Tonelli, Magna's Vice-
    President, Investor Relations at 1-905-726-7035. For teleconferencing
    questions, please call Karin Kaminski at 1-905-726-7103.
    For anyone unable to listen to the scheduled call, the rebroadcast
    numbers are: North America - 1-800-558-5253 and Overseas - 1-416-626-4100
    (reservation number is 21468505) and will be available until Thursday,
    May 13, 2010.

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FORWARD-LOOKING STATEMENTS

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This Press Release contains statements that constitute "forward-
looking statements" within the meaning of applicable securities legislation
, including, but not limited to, statements relating to the results and the
potential benefits expected to be achieved from the completion of the
transactions contemplated by the proposed Arrangement, including the
increased marketability and improved liquidity of the Class A Subordinate
Voting Shares of Magna, the potential for a reduction or the elimination of
any dual class share structure discount associated with the market price of
the Class A Subordinate Voting Shares of Magna, and the successful
implementation and the potential opportunities and prospects of the
proposed joint venture of Magna and the Stronach Trust relating to the
vehicle electrification business. The forward-looking information in this
Press Release is presented for the purpose of providing information about
Magna's current expectations having regard for the plans and proposals
relating to the transactions contemplated by the Arrangement and such
information may not be appropriate for other purposes. Forward-looking
statements may also include statements regarding our future plans,
objectives or economic performance, or the assumptions underlying any of
the foregoing, and other statements that are not recitations of historical
fact. We use words such as "may", "would", "could", "should", "will", "
likely", "expect", "anticipate", "believe", "intend", "plan", "forecast",
"outlook", "project", "estimate" and similar expressions suggesting future
outcomes or events to identify forward-looking statements. Any such forward-
looking statements are based on information currently available to us, and
are based on assumptions and analyses made by us in light of our experience
and our perception of historical trends, current conditions and expected
future developments, as well as other factors we believe are appropriate in
the circumstances. However, whether actual results and developments will
conform with our expectations and predictions is subject to a number of
risks, assumptions and uncertainties, many of which are beyond our control,
and the effects of which can be difficult to predict, including, without
limitation, risks, assumptions and uncertainties related to: the
consummation of the Arrangement, including, shareholder approval, Court
approval, the satisfaction or waiver of the conditions to complete the
transactions contemplated by the Arrangement, and the termination of the
transaction agreements; future growth prospects for electric vehicles; the
market value and trading price of the Class A Subordinate Voting Shares;
and other factors set out in our Annual Information Form filed with
securities commissions in Canada and our Annual Report on Form 40-F filed
with the United States Securities and Exchange Commission, and subsequent
filings. In evaluating any forward-looking statements in this Press Release
, we caution readers not to place undue reliance on any forward-looking
statements. Readers should specifically consider the various factors which
could cause actual events or results to differ materially from those
indicated by our forward-looking statements. Unless otherwise required by
applicable securities laws, we do not intend, nor do we undertake any
obligation, to update or revise any forward-looking statements contained in
this Press Release to reflect subsequent information, events, results or
circumstances or otherwise.

For further information: Vincent J. Galifi, Executive Vice-President
and Chief Financial Officer at +1-(905)-726-7100

For further information: Vincent J. Galifi, Executive Vice-President and Chief Financial Officer at +1-(905)-726-7100