Welcome to the 2026 Annual Meeting of Shareholders for Magna International Inc. Our host for today's call is Robert F. MacLellan, Chairman of Magna's Board of Directors. I will now turn the call over to your host. Mr. MacLellan, you may begin.
Thank you very much, and good morning. The meeting will now come to order. As Chairman of Magna's Board of Directors, I'd like to welcome you to Magna International's 2026 annual meeting of shareholders. Today marks the end of Dr. Indira V. Samarasekera's 12-year tenure as a Magna Director. On behalf of the Board, management, and shareholders, I extend my thanks to Indira for her dedicated service, both to the Talent and Oversight and Compensation Committee and to the Board. Before dealing with the items of business for the meeting, I will confirm the proper calling of the meeting and presence of a quorum. Additionally, the minutes of Magna's May 8, 2025 annual and special meeting of shareholders will be presented.
Once those preliminary items have been addressed, we will cover the following items of business identified in the notice of meeting. 1, presentation of the company's 2025 annual report. 2, nomination and election of directors. 3, reappointment of Deloitte LLP as Magna's independent auditors and related matters, and 5, an advisory vote on the company's approach to executive compensation. Only registered shareholders or duly appointed proxy holders of Magna are entitled to vote at this meeting.
Please note the following with respect to voting and questions. Any voting during the meeting today will be conducted by virtual or online ballot. If you previously voted and are not changing your vote, you do not need to vote again. If you are eligible to vote but have not yet done so, or you previously voted but want to change your vote, please vote online so that your vote will be counted in the final voting results.
The Vote Here button is located in the lower middle section of your screen. Voting will be open through the formal portion of the meeting. Questions or comments relating to a motion on an item of business can be submitted using the Ask a Question text box in the lower left-hand side of your screen. Please note that you do not need to wait until we get to the item of business before typing your question or comment. You can do so at any time from now until discussion is closed on the applicable item of business. Only shareholders and duly appointed proxy holders will be able to submit questions at the meeting today. We will hold a general question and answer session after the formal portion of the meeting concludes.
Questions to be addressed in the general Q&A session can also be submitted using the Ask a Question text box in the lower left-hand side of your screen. You do not need to wait until the Q&A session to type your question, you can do so at any time. Please note that we have asked Jai Lakhani and Angela Susac, both of whom are employees of Magna and proxy holders, to move and second the motions at the meeting today to facilitate the proceedings. With respect to the proper calling of the meeting, I confirm that notice of the meeting was mailed on April 2, 2026 to each shareholder of record as of the close of business on March 16, 2026, to each current director and to representatives of Deloitte LLP.
Proof of the mailing in the form of a statutory declaration signed by an authorized representative on behalf of Broadridge Investor Communications Corporation will be kept with the records of the meeting, along with a copy of the notice. Broadridge has agreed to act as scrutineer for this meeting through its representative, Rita Gutierrez Fernandez. Based on the scrutineer's preliminary report, I can confirm that there is a quorum of shareholders participating directly or by proxy in this meeting. Notice of the meeting having been duly given and confirmation of a quorum being present, I declare this annual meeting to be properly called and duly constituted for the transaction of business. The next item is the presentation of the minutes of the May 8, 2025 annual and special meeting of shareholders.
The meeting minutes were posted for review on Magna's website at magna.com and are available at the corporation's head office. A link to the minutes also appears on the lower right-hand side of your screen. No further action is required with respect to the minutes at that time. The meeting is now open to deal with the items of business listed on your screen. According to the preliminary scrutineer's report, a clear majority of votes has been cast for the election of each nominee identified in the proxy circular, reappointment of Deloitte, and the advisory resolution on executive compensation. The final voting results, which will include the results of online voting, will be disclosed by press release and filed on SEDAR+ and EDGAR within 24 hours after the end of this meeting.
The first item of formal business is the presentation of Magna's 2025 annual report, which includes consolidated financial statements for the year ended December 31st, 2025, together with the report of Deloitte LLP, an independent registered public accounting firm, on the financial statements and on the internal controls over financial reporting. A link to the corporation's 2025 annual report appears in the lower right-hand box of your screen. Apart from presenting the financial statements, no further action is required with respect to them. The second item on the agenda is the nomination and election of directors. The names of the 12 nominees listed in the management proxy circular are shown on your screen. I now ask Mr. Lakhani to read the names of directors standing for election and to make the motion for their nomination of the directors.
I nominate the following persons for election as directors of the corporation. Mary S. Chan, The Honorable V. Peter Harder, Jan R. Hauser, Seetarama (Swamy ) Kotagiri, Jay K. Kunkel, Robert F. MacLellan, Mary Lou Maher, William A. Ruh, Peter Sklar, Matthew Tsien, Dr. Thomas Weber, and Lisa S. Westlake.
Thank you, Jay K. Kunkel. I now have a motion for the election of the 12 nominees whose names are listed in the proxy circular and on your screen.
Moved.
I second the motion.
Thank you, Angela. Those shareholders and proxy holders who have not yet voted may do so by checking the for or withhold box on your screen for each individual director. I now invite discussion on the motion. Mr. Lakhani, have we received any questions or discussion on the motion?
We have not received any questions or discussion on the motion.
Discussion, discussion on the motion is now closed. As the preliminary scrutineers report confirms that a clear majority of votes has been cast for the election of each nominee, I declare the motion carried. The third item on the agenda relates to the reappointment of Deloitte LLP as Magna's independent auditors and authorization of the audit committee of the board to fix their remuneration. May I have a motion?
Moved.
I second the motion.
Thank you both. Those shareholders and proxy holders who have not yet voted may do so by checking on the for or withhold box on your screen. I now invite discussion on the motion. Mr. Lakhani, have we received any questions or discussions on this motion?
We have not received any questions or discussion on the motion.
Discussion on this motion is now closed. As the preliminary scrutineers report confirms that a clear majority of votes has been cast for the reappointment of Deloitte LLP, I declare the motion carried. The last item of business to be considered is the advisory resolution on Magna's approach to executive compensation, as detailed in the management's proxy circular for this meeting. May I have a motion in the form stated in the proxy circular?
Moved.
I second the motion.
Again, thank you. Those shareholders and proxy holders who have not yet voted may do so by checking the for or against box on your screen. I now invite discussion on the motion. Mr. Lakhani, have we received any questions or discussions on this motion?
We have not received any questions or discussion on the motion.
Discussion on the motion is now closed. As the preliminary scrutineers report confirms that a clear majority of votes has been cast for the advisory resolution on executive compensation, I declare the motion carried. That concludes the formal portion of the meeting. The Q&A session will follow. Please note that voting is now closed. As indicated earlier, voting results, including online votes at today's meetings, will be disclosed by press release and filed on SEDAR+ and EDGAR within 24 hours after the meeting. There being no further business properly before the meeting, may I have a motion to terminate the meeting?
Moved.
I second the motion.
Thank you. I declare the meeting terminated.
We will now move to a question period. Please note that all responses to the questions which follow are subject to, and expressly qualified by, the cautionary disclaimers that are set out in our most recent press release and regulatory filings. In particular, please refer to our most current MDA, AIF, and Form 40-F as replaced or updated by any of our subsequent filings. All of these documents are available at magna.com. We will now proceed with the question period. We have not received any questions. As there are no further questions, we wish to thank you all for participating in this virtual meeting.
This now concludes the meeting. Thank you for attending, and have a wonderful rest of your day.