<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a2042214zex-99_1.txt
<DESCRIPTION>NOTICE
<TEXT>

<PAGE>
                                [CELESTICA LOGO]

                            ------------------------

                          NOTICE OF ANNUAL AND SPECIAL
                            MEETING OF SHAREHOLDERS

                             ---------------------

    NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting")
of shareholders of CELESTICA INC. (the "Corporation") will be held in the
Imperial Room of the Fairmont Royal York Hotel, 100 Front Street West, Toronto,
Ontario, on Wednesday, the 18th day of April, 2001, at 10:00 a.m.
(Toronto time) for the following purposes:

1.  to receive and consider the financial statements of the Corporation for its
    financial year ended December 31, 2000, together with the report of the
    auditors thereon;

2.  to elect directors for the ensuing year;

3.  to appoint auditors for the ensuing year and authorize the directors to fix
    the auditors' remuneration;

4.  to consider and, if thought advisable, to pass an ordinary resolution to
    confirm (i) the enactment of a by-law repealing the by-law of the
    Corporation relating to the quorum for a Shareholders' meeting and repealing
    the by-law of the Corporation relating generally to the conduct of the
    affairs of the Corporation, and (ii) the enactment of a by-law relating to
    the conduct of the affairs of the Corporation (the "By-Law Enactment
    Resolution");

5.  to consider and, if thought advisable, to pass an ordinary resolution
    authorizing the amendment to the Long-Term Incentive Plan of the Corporation
    to increase the number of subordinate voting shares of the Corporation
    reserved for issuance thereunder (the "LTIP Amendment Resolution"); and

6.  to transact such other business as may properly be brought before the
    Meeting and any adjournment or postponement thereof.

    The text of the By-Law Enactment Resolution is set forth in Schedule A to
the accompanying Management Information Circular and is incorporated by
reference in this notice.

    The text of the LTIP Amendment Resolution is set forth in Schedule B to the
accompanying Management Information Circular and is incorporated by reference in
this notice.

    Shareholders are requested to complete, sign, date and return the
accompanying form of proxy for use at the Meeting or any adjournment or
postponement thereof, in the envelope provided for that purpose, whether or not
they are able to attend personally.

    Only shareholders of record at the close of business on March 14, 2001 will
be entitled to vote at the Meeting, except to the extent that a shareholder of
record has transferred any shares after that date and the transferee of such
shares establishes proper ownership and requests not later than 10 days before
the Meeting that the transferee's name be included in the list of shareholders
entitled to vote at the Meeting.

    DATED at Toronto, Ontario this 9th day of March, 2001.

                                          By Order of the Board of Directors

                                          [ELIZABETH L. DELBIANCO]

                                          Elizabeth L. DelBianco
                                          Vice-President, General Counsel
                                          and Secretary
<PAGE>
                                     [LOGO]

                                 Celestica Inc.
                          12 Concorde Place, 7th Floor
                        Toronto, Ontario, Canada M3C 3R8

                        MANAGEMENT INFORMATION CIRCULAR
                              AND PROXY STATEMENT

    IN THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT, ALL DOLLAR
AMOUNTS ARE EXPRESSED IN UNITED STATES DOLLARS, EXCEPT WHERE STATED OTHERWISE.
UNLESS STATED OTHERWISE, ALL REFERENCES TO "U.S.$" OR "$" ARE TO U.S. DOLLARS,
ALL REFERENCES TO "C$" ARE TO CANADIAN DOLLARS AND ALL REFERENCES TO "L" ARE TO
BRITISH POUNDS STERLING. UNLESS OTHERWISE INDICATED, ANY REFERENCE IN THIS
MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT TO A CONVERSION BETWEEN
U.S.$ AND C$ OR BETWEEN U.S.$ AND L IS GIVEN AS OF MARCH 1, 2001. AT THAT DATE,
THE NOON BUYING RATE IN NEW YORK CITY FOR CABLE TRANSFERS IN CANADIAN DOLLARS
WAS U.S.$1.00 = C$1.5465 AND IN POUNDS STERLING WAS U.S.$=L0.6871, AS CERTIFIED
FOR CUSTOMS PURPOSES BY THE FEDERAL RESERVE BANK OF NEW YORK.

                            MANAGEMENT SOLICITATION

    THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT (THE "CIRCULAR") IS
FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF
MANAGEMENT OF CELESTICA INC. (THE "CORPORATION" OR "CELESTICA") FOR USE AT THE
ANNUAL AND SPECIAL MEETING (THE "MEETING") OF SHAREHOLDERS OF THE CORPORATION TO
BE HELD AT 10:00 A.M. (TORONTO TIME) ON APRIL 18, 2001 IN THE IMPERIAL ROOM OF
THE FAIRMONT ROYAL YORK HOTEL, 100 FRONT STREET WEST, TORONTO, ONTARIO, OR ANY
POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF, FOR THE PURPOSES SET FORTH IN THE
ACCOMPANYING NOTICE OF MEETING. EXCEPT AS OTHERWISE STATED, THE INFORMATION
CONTAINED HEREIN IS GIVEN AS OF MARCH 1, 2001. IN DECEMBER 1999, CELESTICA
COMPLETED A TWO-FOR-ONE SPLIT OF ITS SUBORDINATE AND MULTIPLE VOTING SHARES BY
WAY OF A STOCK DIVIDEND. ALL HISTORICAL INFORMATION HAS BEEN RESTATED TO REFLECT
THE EFFECT OF THE TWO-FOR-ONE SPLIT ON A RETROACTIVE BASIS, EXCEPT WHERE
SPECIFICALLY STATED OTHERWISE.

    The solicitation will be primarily by mail, but proxies may also be
solicited personally by regular employees of the Corporation for which no
additional compensation will be paid. In addition, the Corporation has retained
Montreal Trust Company of Canada as Agent for Computershare Trust Company of
Canada ("Computershare"), the Corporation's registrar and transfer agent, to
assist in the solicitation of proxies in Canada and the United States, at
nominal cost to the Corporation. The cost of preparing, assembling and mailing
this Circular, the notice of meeting, the form of proxy and any other material
relating to the Meeting has been or will be borne by the Corporation. The
Corporation will reimburse brokers and other entities for costs incurred by them
in mailing soliciting materials to the beneficial owners of shares of the
Corporation in accordance with the rules of The New York Stock Exchange. It is
anticipated that copies of this Circular and accompanying proxy will be
distributed to shareholders on or about March 21, 2001.

                                    PROXIES

VOTING OF PROXIES

    THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE OFFICERS OF THE
CORPORATION AND WILL REPRESENT MANAGEMENT OF THE CORPORATION AT THE MEETING. A
SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A
SHAREHOLDER), OTHER THAN THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF
PROXY, TO REPRESENT THE SHAREHOLDER AT THE MEETING. SUCH RIGHT MAY BE EXERCISED
BY INSERTING THE NAME OF SUCH PERSON OR COMPANY IN THE BLANK SPACE PROVIDED IN
SUCH FORM OF PROXY.

    The accompanying form of proxy confers discretionary authority upon the
proxy nominees in respect of amendments or variations to matters identified in
the notice of meeting or other matters that may properly come before the Meeting
or any adjournment(s) or postponement(s) thereof.
<PAGE>
    As of the date of this Circular, management of the Corporation was not aware
of any such amendments or other matters to come before the Meeting. However, if
any amendments, variations or other matters which are not now known to
management should properly come before the Meeting or any adjournment(s) or
postponement(s) thereof, the shares represented by proxies in favour of the
management nominees will be voted on such matters in accordance with the best
judgment of the proxy nominees.

    The shares represented by proxies which are hereby solicited will be voted
for or against, or withheld from voting, as the case may be, in accordance with
the instructions of the shareholder on any ballot that may be called for, and,
if the shareholder specifies a choice with respect to any matter to be acted
upon, the shares shall be voted accordingly.

    IN RESPECT OF PROXIES IN WHICH A SHAREHOLDER HAS NOT SPECIFIED THAT THE
PROXY NOMINEES ARE REQUIRED TO VOTE OR WITHHOLD FROM VOTING FOR THE ELECTION OF
DIRECTORS OR THE APPOINTMENT OF AUDITORS OF THE CORPORATION AND AUTHORIZATION OF
THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS OF THE
CORPORATION, THE SHARES REPRESENTED BY SUCH PROXIES IN FAVOUR OF MANAGEMENT
NOMINEES WILL BE VOTED IN FAVOUR OF SUCH MATTERS.

    IN RESPECT OF PROXIES IN WHICH A SHAREHOLDER HAS NOT SPECIFIED THAT THE
PROXY NOMINEES ARE REQUIRED TO VOTE FOR OR AGAINST THE RESOLUTION CONFIRMING THE
ENACTMENT OF BY-LAW 1 OF THE CORPORATION AND BY-LAW A OF THE CORPORATION (SEE
"BY-LAW ENACTMENT RESOLUTION" BELOW) OR THE RESOLUTION AUTHORIZING THE AMENDMENT
TO THE LONG-TERM INCENTIVE PLAN OF THE CORPORATION TO INCREASE THE MAXIMUM
NUMBER OF SUBORDINATE VOTING SHARES OF THE CORPORATION WHICH MAY BE ISSUED
THEREUNDER (SEE "LTIP AMENDMENT RESOLUTION" BELOW), THE SHARES REPRESENTED BY
SUCH PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF SUCH
RESOLUTIONS.

DEPOSIT OF PROXIES

    To be effective, proxies must be deposited with Computershare, the registrar
and transfer agent of the Corporation, at 100 University Avenue, 11th Floor,
Toronto, Ontario, Canada, M5J 2Y1 not later than 5:00 p.m. (Toronto time) on
April 17, 2001 or at least 24 hours, excluding Saturdays and holidays, prior to
any adjournment or postponement of the Meeting at which the proxy is to be used,
or deposited with the Chairman of the Meeting prior to the commencement of the
Meeting or any adjournment or postponement thereof at which the proxy is to be
used.

REVOCATION OF PROXIES

    Proxies given by shareholders for use at the Meeting may be revoked at any
time prior to their use. In addition to revocation in any other manner permitted
by law, a shareholder who has given a proxy may revoke the proxy by filing an
instrument in writing executed by the shareholder or by the shareholder's
attorney authorized in writing, or if the shareholder is a corporation, by a
duly authorized officer or attorney of such corporation, and deposited at the
office of Computershare shown above at any time up to and including the last
business day preceding the day of the Meeting, or any postponement or
adjournment thereof, at which the proxy is to be used, or with the Chairman of
the Meeting on the day of the Meeting or any adjournment or postponement
thereof, prior to being voted at the Meeting or any adjournment or postponement
thereof. The execution of a proxy will not affect a shareholder's right to
attend the Meeting and vote in person.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

    The authorized capital of the Corporation consists of an unlimited number of
preference shares ("Preference Shares"), issuable in series, an unlimited number
of subordinate voting shares ("Subordinate Voting Shares") and an unlimited
number of multiple voting shares ("Multiple Voting Shares"), of which no
Preference Shares, 164,709,070 Subordinate Voting Shares and 39,065,950 Multiple
Voting Shares were issued and outstanding as at March 1, 2001.

    The holders of Subordinate Voting Shares and Multiple Voting Shares are
entitled to vote on all matters brought before a meeting of the shareholders
together as a single class, except in respect of matters where only the holders
of shares of one class or a series of shares are entitled to vote separately
pursuant to applicable law. The Subordinate Voting Shares carry one vote per
share and the Multiple Voting Shares carry 25 votes per share. Generally, all
matters to be voted on by shareholders must be approved by a simple majority of
the votes cast in respect of Multiple Voting Shares and Subordinate Voting
Shares held by persons present in person or by proxy, voting together as a
single class. The presence, in person or by proxy, of at least two shareholders

                                       2
<PAGE>
representing not less than 35% of the total number of issued voting shares is
necessary for a quorum at the Meeting.

    Only shareholders of record at the close of business on March 14, 2001 will
be entitled to vote at the Meeting or any adjournment(s) or postponement(s)
thereof, except to the extent that a person has transferred any shares after
that date and the transferee of such shares establishes proper ownership and
requests not later than 10 days before the Meeting or any adjournment or
postponement thereof that the transferee's name be included in the list of
shareholders entitled to vote at the Meeting.

    As of March 1, 2001 the only persons or corporations who, to the knowledge
of the Corporation, its directors or officers, own beneficially, directly or
indirectly, or exercise control or direction over, in excess of 10% of any class
of the voting securities of the Corporation are as follows:

<TABLE>
<CAPTION>
                                                                                          PERCENTAGE
                                                                            PERCENTAGE      OF ALL       PERCENTAGE OF
NAME OF BENEFICIAL OWNER(1)   TYPE OF OWNERSHIP       NUMBER OF SHARES       OF CLASS    EQUITY SHARES   VOTING POWER
---------------------------  -------------------   ----------------------   ----------   -------------   -------------
<S>                          <C>                   <C>                      <C>          <C>             <C>
Onex Corporation(2)......    Direct and Indirect    39,065,950 Multiple         100%         19.2%           85.5%
                                                       Voting Shares            3.2%          2.3%                *
                                                   5,256,325 Subordinate
                                                       Voting Shares

Gerald W. Schwartz(3)....    Direct and Indirect    39,065,950 Multiple         100%         19.2%           85.5%
Toronto, Ontario                                       Voting Shares            3.4%          2.7%                *
                                                   5,556,317 Subordinate
                                                       Voting Shares

AIM Management
  Group Inc.............     Direct and Indirect   21,640,824 Subordinate      13.1%         10.6%            1.9%
                                                       Voting Shares
</TABLE>

-------------

  * Less than 1%

(1) As used in this table, "beneficial ownership" means sole or shared power to
    vote or direct the voting of the security, or the sole or shared investment
    power with respect to a security (I.E., the power to dispose, or direct a
    disposition, of a security). A person is deemed at any date to have
    "beneficial ownership" of any security that such person has a right to
    acquire within 60 days of such date. More than one person may be deemed to
    have beneficial ownership of the same securities.

(2) Includes 11,635,958 Multiple Voting Shares held by wholly-owned subsidiaries
    of Onex Corporation ("Onex"), 2,731,966 Subordinate Voting Shares held by
    Royal Trust Corporation, in trust for Celestica Employee Nominee
    Corporation, as agent for and on behalf of certain executives and employees
    of Celestica pursuant to certain of Celestica's employee share purchase and
    option plans, 45,367 Subordinate Voting Shares representing an undivided
    interest of approximately 10.2% in 444,700 Subordinate Voting Shares and
    736,790 Subordinate Voting Shares directly or indirectly held by certain
    officers of Onex Corporation which Onex Corporation has the right to vote.
    Of these shares, 9,214,320 Subordinate Voting Shares may be delivered, at
    the issuer's option, upon the exercise or redemption, or at maturity or
    acceleration, of exchangeable debentures due 2025 issued by certain
    subsidiaries of Onex and 1,769,077 Subordinate Voting Shares may be
    delivered, at the option of Onex or certain persons related to Onex, to
    satisfy the obligations of such persons under equity forward agreements. If
    a debenture is exercised or an equity forward agreement is settled and the
    issuer of the debenture or, in the case of an equity forward agreement, Onex
    does not elect to satisfy its obligations in cash rather than delivering
    Subordinate Voting Shares, if the issuer or Onex, as the case may be, does
    not hold a sufficient number of Subordinate Voting Shares to satisfy its
    obligations, the requisite number of Multiple Voting Shares held by such
    person will immediately be converted into Subordinate Voting Shares, which
    will be delivered to satisfy such obligations.

(3) Includes 299,992 Subordinate Voting Shares owned by a company controlled by
    Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex
    Corporation, or in respect of which Onex Corporation exercises control or
    direction, of which 1,077,500 Subordinate Voting Shares are subject to
    options granted to Mr. Schwartz pursuant to certain management incentive
    plans of Onex Corporation. Mr. Schwartz is a director of Celestica and the
    Chairman of the Board, President and Chief Executive Officer of Onex
    Corporation, and controls Onex Corporation through his ownership of shares
    with a majority of the voting rights attaching to all shares of Onex
    Corporation. Accordingly, Mr. Schwartz may be deemed to be the beneficial
    owner of the Celestica shares owned by Onex Corporation.

TRUST AGREEMENT

    Onex Corporation, which, directly or indirectly, owns all of the outstanding
Multiple Voting Shares, has entered into an agreement with Computershare, as
trustee for the benefit of the holders of the Subordinate Voting Shares, which
has the effect of preventing transactions that otherwise would deprive the
holders of

                                       3
<PAGE>
Subordinate Voting Shares of rights under applicable provincial take-over bid
legislation to which they would be entitled in the event of a take-over bid for
the Multiple Voting Shares if the Multiple Voting Shares were Subordinate Voting
Shares.

                   MATTERS FOR CONSIDERATION OF SHAREHOLDERS

ELECTION OF DIRECTORS

    It is proposed to nominate the 10 persons listed below for election as
directors of the Corporation to hold office until the next annual meeting of
shareholders or until their successors are elected or appointed. All such
proposed nominees are now directors of the Corporation and have been since the
dates indicated. The Articles of the Corporation provide for a minimum of three
and a maximum of 20 directors. At its meeting on September 28, 1998, the board
of directors of the Corporation (the "Board of Directors") set the number of
directors of the Corporation at 10.

    Unless authority to do so is withheld, proxies given pursuant to this
solicitation by the management of the Corporation will be voted for the election
as directors of the proposed nominees listed below. Management of the
Corporation does not contemplate that any of the nominees will be unable, or for
any reason unwilling, to serve as a director, but if that should occur for any
reason prior to their election, the proxy nominees may, in their discretion,
nominate and vote for another nominee.

    A brief statement of the business experience, age and principal occupation
during the past five years for each person nominated for election as a director
of the Corporation is set forth below. There are no contracts, arrangements or
understandings between any director or executive officer or any other person
pursuant to which any of the nominees has been nominated.

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF                                                                 BENEFICIALLY OWNED DIRECTLY
RESIDENCE (AGE)                 BECAME A DIRECTOR   OCCUPATION FOR THE PAST FIVE YEARS        OR INDIRECTLY(1)
------------------------        -----------------   ----------------------------------   ---------------------------
<S>                             <C>                 <C>                                  <C>
Eugene V. Polistuk(2) (54)      October 1996        Chairman of the Board of Celestica     389,371 Subordinate
AURORA, ONTARIO                                     since February 2001 and Chief             Voting Shares
                                                    Executive Officer and Director of
                                                    Celestica

Anthony P. Puppi (43)           October 1996        Executive Vice-President and Chief     168,052 Subordinate
WOODBRIDGE, ONTARIO                                 Financial Officer and Director of         Voting Shares
                                                    Celestica

Robert L. Crandall(2) (65)      July 1998           Corporate Director; prior to            50,000 Subordinate
DALLAS, TEXAS                                       May 1998, Chairman of the Board,          Voting Shares
                                                    President and Chief Executive
                                                    Officer of AMR Corporation and
                                                    Chairman of the Board and Chief
                                                    Executive Officer of American
                                                    Airlines Inc.

Mark L. Hilson (43)             October 1996        Vice-President of Onex                 438,792 Subordinate
TORONTO, ONTARIO                                                                             Voting Shares(3)

Richard S. Love(4) (63)         July 1998           Corporate Director; prior to 1998,      46,000 Subordinate
LOS ALTOS HILLS, CALIFORNIA                         Vice-President of Hewlett-Packard         Voting Shares
                                                    Company

Roger L. Martin(4) (44)         July 1998           Corporate Director; Dean of the         40,000 Subordinate
TORONTO, ONTARIO                                    Joseph L. Rotman School of                Voting Shares
                                                    Management of the University of
                                                    Toronto

Anthony R.                      October 1996        Vice-President of Onex                 514,884 Subordinate
  Melman(2)(4)(5) (53)                                                                       Voting Shares(6)
TORONTO, ONTARIO
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF                                                                 BENEFICIALLY OWNED DIRECTLY
RESIDENCE (AGE)                 BECAME A DIRECTOR   OCCUPATION FOR THE PAST FIVE YEARS        OR INDIRECTLY(1)
------------------------        -----------------   ----------------------------------   ---------------------------
<S>                             <C>                 <C>                                  <C>
Gerald W. Schwartz (59)         July 1998           Chairman of the Board, President       39,065,950 Multiple
TORONTO, ONTARIO                                    and Chief Executive Officer of           Voting Shares(7)
                                                    Onex                                  5,556,317 Subordinate
                                                                                             Voting Shares(7)

Don Tapscott(5) (53)            September 1998      Chairman of Itemus Inc. and             40,000 Subordinate
TORONTO, ONTARIO                                    Digital 4Sight Corp.                      Voting Shares

John R. Walter(5) (54)          July 1998           Corporate Director; Chairman of         50,000 Subordinate
LAKE FOREST, ILLINOIS                               the Board of Manpower, Inc. and           Voting Shares
                                                    retired President and Chief
                                                    Operating Officer of AT&T Corp.
</TABLE>

------------

(1) As used in this table, "beneficial ownership" means sole or shared power to
    vote or direct the voting of the security, or the sole or shared investment
    power with respect to a security (I.E., the power to dispose, or direct a
    disposition, of a security). A person is deemed at any date to have
    "beneficial ownership" of any security that such person has a right to
    acquire within 60 days of such date. Certain shares subject to options
    granted pursuant to management investment plans of Onex are included as
    owned beneficially by named individuals although the exercise of these
    options is subject to Onex meeting certain financial targets. More than one
    person may be deemed to have beneficial ownership of the same securities.

(2) Member of the Corporation's Executive Committee.

(3) Includes 20,000 Subordinate Voting Shares beneficially owned by
    Mr. Hilson's spouse (as to which Mr. Hilson disclaims beneficial ownership),
    26,000 Subordinate Voting Shares beneficially owned by a trust the
    beneficiaries of which are members of Mr. Hilson's family (as to which
    Mr. Hilson disclaims beneficial ownership) and 277,326 Subordinate Voting
    Shares owned by Onex which are subject to options granted to Mr. Hilson
    pursuant to certain management investment plans.

(4) Member of the Corporation's Audit Committee.

(5) Member of the Corporation's Compensation Committee.

(6) Includes 274,588 Subordinate Voting Shares owned by Onex which are subject
    to options granted to Mr. Melman pursuant to certain management investment
    plans of Onex.

(7) Includes 299,992 Subordinate Voting Shares owned by a company controlled by
    Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex
    or in respect of which Onex Corporation exercises control or direction, of
    which 1,077,500 Subordinate Voting Shares are subject to options granted to
    Mr. Schwartz pursuant to certain management incentive plans of Onex.
    Mr. Schwartz is the Chairman of the Board, President and Chief Executive
    Officer of Onex, and controls Onex through his ownership of shares with a
    majority of the voting rights attaching to all shares of Onex. Accordingly,
    Mr. Schwartz may be deemed to be the beneficial owner of shares of Celestica
    owned by Onex.

APPOINTMENT OF AUDITORS

    Management proposes to nominate KPMG LLP as the auditors of the Corporation
to hold office until the close of the next annual meeting of shareholders. The
Board of Directors negotiates with the auditors of the Corporation on an arm's
length basis in determining the fees to be paid to the auditors. Such fees have
been based upon the complexity of the matters dealt with and the time expended
by the auditors in providing services to the Corporation. Management believes
that the fees negotiated in the past with the auditors of the Corporation have
been reasonable and would be comparable to fees charged by other auditors
providing similar services.

    It is intended that, on any ballot that may be called for relating to the
appointment of auditors, the shares represented by proxies in favour of
management nominees will be voted in favour of the appointment of KPMG LLP as
auditors of the Corporation to hold office until the next annual meeting of
shareholders, and authorizing the directors to fix the remuneration to be paid
to the auditors, unless authority to do so is withheld. KPMG LLP have been
auditors of the Corporation since October 14, 1997. Prior to October 14, 1997,
the auditors of the Corporation were Price Waterhouse, Chartered Accountants
(one of the predecessors of PricewaterhouseCoopers LLP).

                                       5
<PAGE>
BY-LAW ENACTMENT RESOLUTION

    At the Meeting, shareholders will be asked to pass a resolution confirming
By-law A and By-law 1 (the "By-Law Enactment Resolution"). On January 31, 2001,
the Board of Directors enacted By-law A which repeals By-law No. 1 of the
Corporation, relating generally to the conduct of the affairs of Celestica, and
By-law No. 4 of the Corporation, relating to the quorum for shareholders'
meetings. In addition, the Board of Directors enacted a new By-law 1 of the
Corporation. By-law 1 incorporates the provisions of former By-law No. 4 and
updates former By-law No. 1 to update terminology and the description of company
officers to reflect current practice, and to reflect recent changes to the
BUSINESS CORPORATIONS ACT (Ontario), to provide for, among other things, the
holding of shareholders' meetings by electronic means and the electronic
signature of proxies that are appropriate for a widely-held public company of
Celestica's size.

    In order for the enactments to continue to be effective, the By-Law
Enactment Resolution must be passed by a majority of the votes cast at the
Meeting. The full text of the By-Law Enactment Resolution is set forth in
Schedule A attached hereto. The Board of Directors has determined that the
enactment of By-Law A of the Corporation and the enactment of By-Law 1 of the
Corporation are in the best interests of the Corporation and unanimously
recommends that shareholders vote in favour of the By-Law Enactment Resolution.

LTIP AMENDMENT RESOLUTION

    Prior to the completion of the Corporation's initial public offering in
July 1998, the Corporation established the Long-Term Incentive Plan (the
"LTIP"). Under the LTIP, the Board of Directors may in its discretion grant from
time to time stock options, performance shares, performance share units and
stock appreciation rights to directors, permanent employees and consultants of
the Corporation, its subsidiaries and other companies or partnerships in which
the Corporation has a significant investment. As at March 1, 2001, options to
purchase 9,980,774 Subordinate Voting Shares of the Corporation were outstanding
under the LTIP.

    At the Meeting, the shareholders of the Corporation will be asked to
consider and, if thought fit, pass a resolution (the "LTIP Amendment
Resolution") approving amending the LTIP to increase the number of Subordinate
Voting Shares of the Corporation that may be issued under the LTIP to
23 million from 15 million.

    The Corporation's compensation philosophy is predicated on the belief that
broadly-based employee participation in share ownership is critical to maintain
a common entrepreneurial culture and motivation throughout the Corporation's
operational units and across functional and geographic boundaries. The purpose
of the amendment is to ensure that a sufficient number of shares are issuable
under the LTIP to permit the Corporation to maintain its policy of awarding
options to maintain competitive total compensation levels in order to attract
and retain highly qualified professionals and to reward past and expected future
contributions of directors, officers and permanent employees of the Corporation
and its subsidiaries. The 23 million Subordinate Voting Shares of the
Corporation that may be issued under the amended LTIP represent approximately
11.3% of the aggregate of the outstanding Multiple Voting Shares and Subordinate
Voting Shares. This is consistent with the number of Subordinate Voting Shares
of the Corporation that have historically been made available for issuance under
the LTIP relative to the number of outstanding shares. Immediately after the
completion of the Corporation's initial public offering, 7.5 million Subordinate
Voting Shares of the Corporation were available for issuance under the LTIP,
representing approximately 11.7% of the aggregate of the then outstanding
Multiple Voting Shares and Subordinate Voting Shares. The amendment to the LTIP
has been approved by the Board of Directors.

    The policies of The Toronto Stock Exchange (the "TSE") require that the
amendment to the LTIP be approved by a majority of the votes cast at the
Meeting. The full text of the LTIP Amendment Resolution is set forth in
Schedule B attached hereto.

    The Board of Directors has determined that the amendment to the LTIP is in
the best interests of the Corporation and its shareholders and unanimously
recommends that shareholders vote in favour of the LTIP Amendment Resolution.

                                       6
<PAGE>
                    COMPENSATION OF NAMED EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

    The following table sets forth the compensation of the Chief Executive
Officer of Celestica and the four other most highly compensated executive
officers of Celestica (collectively, the "Named Executive Officers") for the
three most recently completed financial years of the Corporation:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                LONG-TERM
                                                                           COMPENSATION AWARDS
                                                                         -----------------------
                                                                         SECURITIES
                                           ANNUAL COMPENSATION(1)          UNDER      RESTRICTED
                                       -------------------------------    OPTIONS       SHARE         ALL OTHER
NAME AND PRINCIPAL POSITION              YEAR      SALARY      BONUS     GRANTED(2)     UNITS      COMPENSATION(3)
---------------------------            --------   --------   ---------   ----------   ----------   ---------------
                                                  (U.S.$)     (U.S.$)       (#)        (U.S.$)         (U.S.$)
<S>                                    <C>        <C>        <C>         <C>          <C>          <C>
Eugene V. Polistuk...................    2000     550,000    1,300,000     100,000       --            199,145
  CHAIRMAN OF THE BOARD AND              1999     387,973      581,959     270,000(4)    --             88,326
  CHIEF EXECUTIVE OFFICER                1998     323,311      241,913      --          323,525         43,970

Anthony P. Puppi.....................    2000     370,000      524,000      35,000       --             48,614
  EXECUTIVE VICE-PRESIDENT, CHIEF        1999     258,649      232,784     140,000(4)    --             39,153
  FINANCIAL OFFICER AND GENERAL          1998     202,069      142,189      --          210,293         21,985
    MANAGER -- SERVICES

J. Marvin MaGee......................    2000     360,000      510,000      40,000       --             32,817
  PRESIDENT AND CHIEF OPERATING          1999     226,317      203,686     120,000(4)    --             18,723
    OFFICER
                                         1998     169,739      153,537      --           --             14,869

R. Thomas Tropea.....................    2000     350,000      495,000      35,000       --              5,100
  VICE-CHAIRMAN, GLOBAL CUSTOMER         1999     211,682      201,600      70,000       --             27,900
    UNITS
  AND WORLDWIDE MARKETING AND            1998     103,461       87,721     233,190       --              5,049
    BUSINESS DEVELOPMENT

Alastair Kelly.......................    2000     275,000      216,000      15,000       --             70,466
  EXECUTIVE VICE-PRESIDENT,              1999     218,295      109,148      60,000(4)    --             57,849
  CORPORATE DEVELOPMENT                  1998     203,743       97,389      --           --             51,300
</TABLE>

------------

(1) Excludes perquisites and other benefits because such compensation did not
    exceed 10% of the total annual salary and bonus for any of the Named
    Executive Officers.

(2) See table under "Options Granted During Year Ended December 31, 2000".

(3) Represents amounts set aside to provide benefits under Celestica's pension
    plans (see "Pension Plans").

(4) Includes options granted to Named Executive Officers in 1999 with respect to
    fiscal year 1998 as follows: Mr. Polistuk 130,000; Mr. Puppi 70,000;
    Mr. MaGee 50,000; and Mr. Kelly 30,000.

SHARE PURCHASE AND OPTION PLANS

    Celestica has issued Subordinate Voting Shares and has granted options to
acquire Subordinate Voting Shares for the benefit of certain of its employees
and executives pursuant to various employee share purchase and option plans in
effect prior to Celestica's initial public offering (the "ESPO Plans"). No
further options or Subordinate Voting Shares (other than pursuant to outstanding
options) may be issued under these ESPO Plans.

    Pursuant to the ESPO Plans, employees and executives of Celestica were
offered the opportunity to purchase Subordinate Voting Shares and, in connection
with such purchase, receive options to acquire an additional number of
Subordinate Voting Shares based on the number of Subordinate Voting Shares
acquired by them under the ESPO Plans (on average, approximately 1.435 options
for each Subordinate Voting Share acquired under the ESPO Plans). In each case,
the exercise price for the options is equal to the price per share paid for the
corresponding Subordinate Voting Shares acquired under the ESPO Plans.

                                       7
<PAGE>
    Upon the completion of Celestica's initial public offering, certain options
became exercisable. The balance of the options issued under the ESPO Plans vest
over a period of five years beginning December 31, 1998. All Subordinate Voting
Shares acquired by employees under the ESPO Plans are held either by the
employee, or by Royal Trust Corporation, in trust for Celestica Employee Nominee
Corporation as agent for and on behalf of such employees.

IMS STOCK OPTION PLANS

    In connection with the merger of International Manufacturing Services, Inc.
("IMS") with Celestica Asia Inc., Celestica assumed IMS' obligations under its
1996 Stock Option Plan, 1997 Stock Option Plan and 1997 Director Option Plan
(the "IMS Plans") and agreed to issue Subordinate Voting Shares in lieu of IMS
common stock upon the exercise of options outstanding at the date of the merger.
No additional options will be granted under the IMS Plans.

LONG-TERM INCENTIVE PLAN

    Under the Long-Term Incentive Plan, the Board of Directors may in its
discretion grant from time to time stock options, performance shares,
performance share units and stock appreciation rights to directors, permanent
employees and consultants of Celestica, its subsidiaries and other companies or
partnerships in which Celestica has a significant investment.

OPTIONS GRANTED DURING YEAR ENDED DECEMBER 31, 2000

    The following table sets out options to purchase Subordinate Voting Shares
granted by the Corporation to the Named Executive Officers during the year ended
December 31, 2000.

<TABLE>
<CAPTION>
                                 SUBORDINATE     % OF TOTAL                     MARKET VALUE OF
                                VOTING SHARES     OPTIONS                         SUBORDINATE
                                UNDER OPTIONS    GRANTED TO                      VOTING SHARES
                                 GRANTED(1)     EMPLOYEES IN   EXERCISE PRICE   ON THE DATE OF
NAME                                 (#)            2000         ($/SHARE)      GRANT ($/SHARE)   EXPIRATION DATE
----                            -------------   ------------   --------------   ---------------   ---------------
<S>                             <C>             <C>            <C>              <C>               <C>
Eugene V. Polistuk............     100,000           2.4%            C$86.50          C$86.50     Dec. 5, 2010

Anthony P. Puppi..............      35,000           0.8%            C$86.50          C$86.50     Dec. 5, 2010

J. Marvin MaGee...............      40,000           1.0%            C$86.50          C$86.50     Dec. 5, 2010

R. Thomas Tropea..............      35,000           0.8%       U.S.$56.1875     U.S.$56.1875     Dec. 5, 2010

Alastair Kelly................      15,000           0.4%       U.S.$56.1875     U.S.$56.1875     Dec. 5, 2010
</TABLE>

------------

(1) Options vest in four equal annual instalments.

                                       8
<PAGE>
OPTIONS EXERCISED DURING MOST RECENTLY COMPLETED FINANCIAL YEAR AND VALUE OF
  OPTIONS AT DECEMBER 31, 2000.

    The following table sets out certain information with respect to options to
purchase Subordinate Voting Shares that were exercised by Named Executive
Officers during the year ended December 31, 2000 and Subordinate Voting Shares
under option to the Named Executive Officers as at December 31, 2000.

<TABLE>
<CAPTION>
                                                                                              VALUE OF UNEXERCISED
                               SUBORDINATE                      UNEXERCISED OPTIONS AT       IN-THE-MONEY OPTIONS AT
                              VOTING SHARES     AGGREGATE         DECEMBER 31, 2000           DECEMBER 31, 2000(2)
                               ACQUIRED ON        VALUE      ----------------------------   -------------------------
NAME                             EXERCISE      REALIZED(1)   EXERCISABLE/UNEXERCISABLE(3)   EXERCISABLE/UNEXERCISABLE
----                          --------------   -----------   ----------------------------   -------------------------
<S>                           <C>              <C>           <C>                            <C>
Eugene V. Polistuk..........      --               --                277,319/413,121        $11,989,486/$11,370,634

Anthony P. Puppi............      --               --                105,695/165,437         $4,352,879/$4,380,372

J. Marvin MaGee.............      --               --                 95,695/160,437         $3,933,829/$3,961,322

R. Thomas Tropea............      --               --                110,776/227,414         $4,510,408/$7,165,137

Alastair Kelly..............      60,000       $3,851,070             51,981/125,641         $2,194,686/$4,573,197
</TABLE>

------------

(1) Based on the selling price of the underlying shares.

(2) Based on the closing price of the Subordinate Voting Shares on The New York
    Stock Exchange on December 31, 2000 of $54.25.

(3) Options granted under the ESPO Plans and the Long-Term Incentive Plan.

PENSION PLANS

    Messrs. Polistuk, Puppi and MaGee each participate in Celestica's
non-contributory pension plan (the "Canadian Pension Plan"). The Canadian
Pension Plan has a defined benefit and a defined contribution portion and
provides for a maximum of 30 years' service and retirement eligibility at the
earlier of 30 years' service or age 55.

    Mr. MaGee is enrolled in the defined contribution portion of the Canadian
Pension Plan. Messrs. Polistuk and Puppi participate only in the defined benefit
portion of the Canadian Pension Plan. Messrs. Polistuk, Puppi and MaGee also
participate in an unregistered supplementary pension plan (the "Supplementary
Plan") that provides benefits equal to the difference between the benefits
determined in accordance with the formula set out in the Canadian Pension Plan
and Revenue Canada maximum pension benefits.

    The defined contribution portion of the Canadian Pension Plan allows
employees to choose how Celestica contributions are invested on their behalf
within a range of investment options provided by third party fund managers.
Celestica's contributions range from 3% of earnings to a maximum of 6.75% of
earnings based on the number of years of service. Retirement benefits depend
upon the performance of the investment options chosen.

    The following table sets forth the estimated aggregate annual benefits
payable under the defined benefit portion of the Canadian Pension Plan and the
Supplementary Plan for Messrs. Polistuk and Puppi.

                       CANADIAN PENSION PLAN TABLE(1),(2)

<TABLE>
<CAPTION>
                                                   15 YEARS     20 YEARS     25 YEARS     30 YEARS     35 YEARS
EARNINGS AVERAGE ($)                              OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE
--------------------                              ----------   ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>          <C>
300,000.........................................   $36,000      $ 47,000     $ 63,000     $ 79,000     $ 79,000
400,000.........................................    53,000        71,000       94,000      118,000      118,000
500,000.........................................    62,000        83,000      109,000      138,000      138,000
600,000.........................................    71,000        94,000      125,000      158,000      158,000
700,000.........................................    80,000       107,000      140,000      177,000      177,000
</TABLE>

------------

(1) This table assumes total of retirement age and years of service is greater
    than or equal to 80.

(2) All amounts are shown converted into U.S. dollars from Canadian dollars at
    an exchange rate of U.S.$1.00 = C$1.5465.

                                       9
<PAGE>
    The benefit provided under the defined benefit portion of the Canadian
Pension Plan for each of the officers who participate in the plan is equal to
the benefit entitlement accrued under the relevant IBM plan prior to
October 22, 1996 plus the greater of 1.2% of earnings (salary and bonus) or 0.9%
of earnings up to the yearly maximum pensionable earnings ("YMPE") level, plus
1.45% of earnings above the YMPE. The defined benefit portion of the Canadian
Pension Plan is of a modified career average design with pre-1999 benefits based
on the three-year earnings average at December 31, 1999. The defined benefit
portion of the Canadian Pension Plan also provides for supplementary early
retirement benefits from the date of early retirement to age 65.

    As at December 31, 2000, Messrs. Polistuk and Puppi had completed 32 and
21 years of service, respectively.

    During the year ended December 31, 2000, Celestica set aside an aggregate
amount of $289,273 to provide pension benefits for Messrs. Polistuk, Puppi and
MaGee pursuant to the Canadian Pension Plan. No other amounts were set aside or
accrued by Celestica during the year ended December 31, 2000 for the purpose of
providing pension, retirement or similar benefits for Messrs. Polistuk, Puppi
and MaGee pursuant to any other plans.

    Mr. Tropea participates in the "U.S. Plan". The U.S. Plan qualifies as a
deferred salary arrangement under section 401 of the Internal Revenue Code
(United States). Under the U.S. Plan, participating employees may defer a
portion of their pre-tax earnings not to exceed 15% of their total compensation.
Celestica, at its discretion, may make contributions for the benefit of eligible
employees.

    During the year ended December 31, 2000, Celestica contributed $5,100 to the
U.S. Plan for the benefit of Mr. Tropea. Except as described above, no other
amounts were set aside or accrued by Celestica during the year ended
December 31, 2000 for the purpose of providing pension, retirement or similar
benefits for Mr. Tropea.

    Mr. Kelly participates in Celestica's two U.K. pension plans (the
"U.K. Pension Plans"). The aggregate benefit provided under the U.K. Pension
Plans is based upon "Final Pensionable Pay" which is the greater of basic salary
over the last twelve months and the average basic salary over any three
consecutive tax years during the last 13 years of service. The following table
sets forth the aggregate annual benefits payable under the U.K. Pension Plans
for Mr. Kelly:

                       U.K. PENSION PLAN TABLE(1),(2),(3)

<TABLE>
<CAPTION>
                                                   15 YEARS     20 YEARS     25 YEARS     30 YEARS     35 YEARS
EARNINGS AVERAGE ($)                              OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE
--------------------                              ----------   ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>          <C>
100,000.........................................   $ 33,000     $ 44,000     $ 56,000     $ 64,000     $ 64,000
200,000.........................................     66,000       89,000      111,000      127,000      127,000
300,000.........................................    100,000      133,000      167,000      191,000      191,000
400,000.........................................    133,000      177,000      222,000      255,000      255,000
</TABLE>

------------

(1) This table assumes that age of retirement is 55 or later.

(2) All amounts are shown converted into U.S. dollars from British pounds
    sterling at a rate of U.S.$1.00 = L0.6871.

(3) The Commissioner of Inland Revenue (United Kingdom) generally limits pension
    benefits to a maximum of two-thirds of earnings. For the purposes of
    determining the Inland Revenue limits applicable to Mr. Kelly, this table
    assumes that for each year until retirement Mr. Kelly receives a bonus equal
    to 10% of salary.

    For Mr. Kelly, the U.K. Pension Plans provide an aggregate benefit equal to
two-thirds of Final Pensionable Pay (salary only) on retirement at age 60. On
earlier retirement, the pension is pro-rated by the proportion that completed
service bears to potential service to age 60. The pension is reduced for early
payment if it is taken before age 55. As at December 31, 2000, Mr. Kelly has
accrued approximately 22 years of service.

    During the year ended December 31, 2000, Celestica paid contributions of
$70,466 to the U.K. Pension Plans in respect of Mr. Kelly. No other amounts were
set aside or accrued by Celestica during the year ended December 31, 2000 for
the purpose of providing pension, retirement or similar benefits for Mr. Kelly
pursuant to any other plans.

                                       10
<PAGE>
EMPLOYMENT AGREEMENTS

    Messrs. Polistuk and Puppi each entered into an employment agreement with
Celestica as of October 22, 1996. Mr. Tropea entered into an employment
agreement with Celestica as of June 30, 1998. Each agreement provides for the
executive's base salary and for benefits in accordance with Celestica's
established benefit plans for employees from time to time. Each agreement
provides for the executive to receive an amount equivalent to 36 months' salary
if Celestica terminates the executive's employment, other than for cause,
subject to reduction if the executive earns replacement earnings during such
period from other sources.

                        REPORT ON EXECUTIVE COMPENSATION

    It is the responsibility of the Compensation Committee to define and
communicate compensation principles that reflect and support the Corporation's
strategic direction, business goals and desired culture. The Compensation
Committee reviews and approves the Corporation's executive compensation
policies, programs and levels. The Compensation Committee assesses the annual
performance of the Chief Executive Officer and the President, and reviews and
approves the Chief Executive Officer's and the President's performance
assessments of each of the senior executive officers. The Compensation Committee
makes recommendations to the Board of Directors with respect to the compensation
of the Chief Executive Officer, the Chief Financial Officer, the President and
the Vice-Chairman.

    COMPENSATION PHILOSOPHY AND OBJECTIVES

    Celestica's goal is to be the premier full service electronics manufacturing
services provider to leading original equipment manufacturers through leadership
in technology, quality and supply chain management. Celestica believes that its
highly skilled workforce and unique culture represent a distinct competitive
advantage and are fundamental to achieving Celestica's strategic objectives.
Celestica has developed a unique entrepreneurial, participative and team-based
culture which is driven by the desire to continually exceed customer
expectations. The knowledge, skill, experience and commitment of all employees,
and especially that of senior management, is of critical importance to the
achievement of Celestica's strategic objectives and successful operation of its
business.

    The structure of total compensation for the Corporation's executives is
designed to attract, motivate and retain executives who have the experience,
ability and flexibility to manage the growth of the Corporation globally. The
Compensation Committee recognizes the importance of monitoring the compensation
practices of Celestica's international competitors so as to ensure that its
compensation is competitive.

    The Corporation's executive compensation policies and practices are designed
to: (1) align the interests of the executive officers with the short and
long-term interests of the Corporation's shareholders; (2) link executive
compensation to the performance of the Corporation relative to its competitors
and the contribution of the individual to such performance; and (3) compensate
executive officers at a level and in a manner that ensures the Corporation is
capable of attracting, motivating and retaining individuals with exceptional
executive skills and abilities.

    The compensation of Celestica's executive officers is comprised of three
components: base salary, annual incentives and long-term incentives. The
Corporation's executive officers participate in either the defined benefit or
the defined contribution portion of the Corporation's non-contributory pension
plans. Certain executive officers also participate in an unregistered
supplementary pension plan. Executive officers participate in health, dental,
life insurance and long-term disability insurance programs on the same basis as
offered to other employees.

    BASE SALARY

    Base salaries are established taking into account individual performance and
experience, level of responsibility and competitive pay practices. Celestica
references the median level of base salaries at similarly-sized companies in the
electronics manufacturing services industry or closely related industries in the
U.S.

    To ensure that Celestica will continue to attract and retain qualified and
experienced executive officers, base salaries are reviewed annually and adjusted
as appropriate.

                                       11
<PAGE>
    ANNUAL INCENTIVES

    The Corporation's executives participate in the Celestica Executive Team
Incentive Plan. In 2000, awards under this plan were based on pre-determined
targets for financial performance and customer satisfaction ratings as well as
the performance of the Corporation relative to its direct competitors on key
financial metrics. The Chief Executive Officer and the President evaluate each
executive's performance in accordance with the Corporation's stated values and
principles, teamwork and the executive's special accomplishments. Based on this
individual assessment, the amount of the executive's earned award may increase
by as much as 50% or decrease by as much as 50%. In 2000, awards under this plan
ranged from 40% to 236% of base salary.

    All of Celestica's employees in eligible geographies, other than the
executive officers, participate in the Celestica Team Incentive Plan. In 2000,
awards under this plan were based on financial performance, customer
satisfaction ratings and individual performance. Under Celestica's Performance
and Development Plan, each participant establishes personal objectives at the
beginning of each year that are aligned with the Corporation's annual business
objectives. At the end of the year, each participant's accomplishments and
results with respect to his or her objectives are reviewed and assessed by his
or her manager. The participant's rating is then used in the determination of
the actual award to be paid.

    LONG-TERM INCENTIVES

    Celestica has issued Subordinate Voting Shares and options to acquire
additional Subordinate Voting Shares for the benefit of certain of its employees
and executives pursuant to the ESPO Plans. No further options or Subordinate
Voting Shares (other than pursuant to outstanding options) may be issued under
these plans.

    At the time of the initial public offering, Celestica established two
long-term incentive plans for its employees: the Long-Term Incentive Plan and
the Employee Share Ownership Plan.

    Under the Long-Term Incentive Plan, the Board of Directors may in its
discretion grant from time to time stock options, performance shares,
performance share units or stock appreciation rights to directors, permanent
employees and consultants of Celestica, its subsidiaries and other companies or
partnerships in which Celestica has a significant investment.

    The Employee Share Ownership Plan enables eligible employees, including
executive officers, to acquire Subordinate Voting Shares, so as to encourage
continued employee interest in Celestica's operation, growth and development.
Under the Employee Share Ownership Plan, an eligible participant may elect to
contribute an amount representing no more than 10% of his or her salary. The
Corporation will contribute 25% of the amount of the employee contributions, up
to a maximum of 1% of the employee's salary for the relevant payroll period.
Contributions are used to purchase Subordinate Voting Shares of the Corporation
on the open market.

    CHIEF EXECUTIVE OFFICER

    The compensation package of the Chief Executive Officer is approved by the
Board of Directors, based upon the recommendations of the Compensation
Committee.

    The Chief Executive Officer's compensation package consists of base salary,
annual incentives and long-term incentives as described above. In establishing
the Chief Executive Officer's compensation, the Compensation Committee takes
into account Mr. Polistuk's contribution in terms of leadership in the
management of the Corporation, the global scope and size of the Corporation's
operations, the industry it competes in and competitive compensation packages at
the Chief Executive Officer level.

    Mr. Polistuk's leadership and vision were instrumental to the successes
achieved by Celestica in 2000. The Corporation reached its interim goal of
$10 billion in revenue one year earlier than targeted while continuing to grow
operating margins. This growth was achieved by growing the current customer base
well beyond target; completing three acquisitions, including the Corporation's
largest acquisition to date -- the purchase of IBM facilities in the U.S. and
Italy; and by expanding strategic customer relationships and penetration of key
end markets. Under Mr. Polistuk's leadership, the Corporation positioned itself
solidly to achieve its interim goal for 2003 of $20 billion in revenue.

                                       12
<PAGE>
    In 2000, Mr. Polistuk received a salary of $550,000 and an award under the
Celestica Executive Team Incentive Plan of $1,300,000, which award was equal to
236% of Mr. Polistuk's salary. As detailed previously, Mr. Polistuk also
received a Long-Term Incentive Plan award.

Report presented by the Compensation Committee:

Anthony R. Melman
Don Tapscott
John R. Walter

                           COMPENSATION OF DIRECTORS

    Directors who are not officers or employees of Celestica or Onex receive
compensation for their services as directors. These directors receive an annual
retainer fee of $25,000 and a fee of $2,500 for each meeting of the Board of
Directors attended and each meeting attended of a Committee of the Board of
Directors of which the director is a member. Meetings of directors are expected
to occur at least quarterly. In lieu of receiving such retainer and attendance
fees for the term of their service as directors, these directors may elect, at
the time they are first elected or appointed to Celestica's Board of Directors,
to receive an annual retainer and per meeting fee of 2,860 and 286 Subordinate
Voting Shares, respectively. Each director has the right to elect to defer
payment of his fees. Grants of Subordinate Voting Shares for such purposes may
not exceed an aggregate of 500,000 Subordinate Voting Shares. The aggregate
compensation paid in 2000 by the Company to its directors in their capacity as
directors was $55,000 and the right to receive, in the aggregate, 22,880
Subordinate Voting Shares. The delivery of these shares was deferred until the
respective directors cease to be directors of Celestica. Mr. Crandall will also
receive an annual grant of 10,000 Performance Units, convertible into
Subordinate Voting Shares upon his retirement from the Board, in his capacity as
Chairman of the Executive Committee.

    At the time of their election or appointment, each of these directors was
issued options to acquire 50,000 Subordinate Voting Shares exercisable at $8.75
per share. In 2000, each of these directors was issued options to acquire 20,000
Subordinate Voting Shares, exercisable at $48.69 per share, pursuant to the
Long-Term Incentive Plan.

                                       13
<PAGE>
                     INDEBTEDNESS OF DIRECTORS AND OFFICERS

    As at March 1, 2001, Celestica had guaranteed $2,093,187 aggregate
indebtedness of certain officers and employees of Celestica incurred in
connection with the purchase of Subordinate Voting Shares. The following table
sets forth details of such guarantees by Celestica of indebtedness of the
directors and officers of Celestica.

     INDEBTEDNESS OF SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS(1)

<TABLE>
<CAPTION>
                                                              LARGEST AMOUNT      AMOUNT OUTSTANDING
                                                                OUTSTANDING             AS AT
NAME AND PRINCIPAL POSITION                                   DURING 2000(2)     MARCH 1, 2001(2),(3)
---------------------------                                   ---------------   ----------------------
<S>                                                           <C>               <C>
Eugene V. Polistuk..........................................     $387,973                    nil
DIRECTOR, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

J. Marvin MaGee.............................................     $173,941               $160,315
PRESIDENT AND CHIEF OPERATING OFFICER

Anthony P. Puppi............................................     $173,941                    nil
DIRECTOR, EXECUTIVE VICE-PRESIDENT AND CHIEF FINANCIAL
  OFFICER AND GENERAL MANAGER -- SERVICES

R. Thomas Tropea............................................     $420,304               $420,304
VICE-CHAIRMAN, GLOBAL CUSTOMER UNITS AND WORLDWIDE MARKETING
  AND BUSINESS DEVELOPMENT

Alastair Kelly..............................................     $225,572               $138,254
EXECUTIVE VICE-PRESIDENT, CORPORATE DEVELOPMENT

Andrew G. Gort..............................................     $ 96,537                    nil
EXECUTIVE VICE-PRESIDENT, GLOBAL SUPPLY CHAIN MANAGEMENT

Lisa J. Colnett.............................................     $130,464                    nil
SENIOR VICE-PRESIDENT, WORLDWIDE PROCESS MANAGEMENT AND
  CHIEF INFORMATION OFFICER

Iain S. Kennedy.............................................     $ 55,661                    nil
SENIOR VICE-PRESIDENT, INTEGRATION

Daniel P. Shea..............................................     $289,902               $289,902
SENIOR VICE-PRESIDENT AND CHIEF TECHNOLOGY OFFICER

Rahul Suri..................................................     $987,434               $987,434
SENIOR VICE-PRESIDENT, MERGERS AND ACQUISITIONS

Elizabeth L. DelBianco......................................     $ 66,905                    nil
VICE-PRESIDENT, GENERAL COUNSEL AND SECRETARY

Graham Thouret..............................................     $182,671                    nil
VICE-PRESIDENT AND CORPORATE TREASURER

Peter Bar...................................................     $127,869               $ 95,902
VICE-PRESIDENT AND CORPORATE CONTROLLER
</TABLE>

------------

(1) In 2000, the Corporation guaranteed a loan in the amount of $987,434 to
    enable Mr. Suri to purchase 20,000 Subordinate Voting Shares. All of the
    shares purchased are pledged by Mr. Suri as security for the loan guarantee.
    No securities were purchased by any other officers or directors during 2000
    with the financial assistance of Celestica.

(2) All amounts are shown in U.S. dollars converted, where necessary, from
    Canadian dollars at an exchange rate of U.S.$1.00 =C$1.5465 and from British
    pounds sterling at an exchange rate of U.S.$1.00 = L0.6871.

(3) All guaranteed amounts incur interest at a rate equal to certain commercial
    banks' prime lending rates. The security for each of the guaranteed amounts
    is the purchased Subordinate Voting Shares.

    No director, officer or employee was indebted to Celestica other than in
connection with securities purchase programs during the fiscal year ended
December 31, 2000.

                                       14
<PAGE>
                           INDEMNIFICATION AGREEMENTS

    Celestica and certain of its subsidiaries have entered into indemnification
agreements with certain of the directors and officers of Celestica and its
subsidiaries. These agreements generally provide that Celestica or the
subsidiary of Celestica which is a party to the agreement, as applicable, will
indemnify the director or officer in question (including his or her heirs and
legal representatives) against all costs, charges and expenses incurred by him
or her in respect of any civil, criminal or administrative action or proceeding
to which he or she is made a party by reason of being or having been a director
or officer of such corporation or a subsidiary thereof, provided that (a) he or
she has acted honestly and in good faith with a view to the best interests of
the corporation, and (b) in the case of a criminal or administrative proceeding
that is enforced by a monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.

                  INTEREST OF INSIDERS IN CERTAIN TRANSACTIONS

    Celestica and Onex are parties to a Management Services Agreement under
which Onex has agreed to provide management, administrative, strategic planning,
financial and support services to Celestica of such nature as Celestica may
reasonably request from time to time having regard to Onex's experience,
expertise and personnel or the personnel of its subsidiaries, as the case may
be. Celestica has agreed to pay Onex certain fees under the Management Services
Agreement equal to approximately $2.0 million per year adjusted for changes in
the Canadian consumer price index. The Management Services Agreement also
provides that if Celestica uses Onex management personnel to provide investment
banking or financial advice in connection with any acquisition, Onex will be
entitled to receive fees consistent in the determination of the Board of
Directors of Celestica with fees typically paid for financial advice in such
circumstances to investment bankers or other expert advisors at arm's-length to
Celestica. The Management Services Agreement has a term of five years with
automatic renewal for successive one-year periods thereafter, subject to
termination on 12 months' prior written notice at any time after the initial
five-year term by the directors of Celestica who are independent of Celestica
and Onex, and provided that in any event the Management Services Agreement, and
the rights of Onex to receive fees (other than accrued and unpaid fees), will
terminate 30 days after the first day upon which Onex ceases to hold at least
one Multiple Voting Share. During 2000, Celestica paid to Onex management and
investment banking fees of approximately $2.5 million.

                  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

    In December 1994, The Toronto Stock Exchange Committee on Corporate
Governance in Canada released its guidelines on corporate governance (the
"Guidelines"). The Board of Directors considers good corporate governance to be
important to the effective and efficient operation of the Corporation. The Board
of Directors is responsible for the structures and procedures necessary for good
corporate governance at the Corporation. The TSE requires the Corporation to
disclose its approach to corporate governance on an annual basis. The
Corporation's disclosure is set out in Schedule C hereto.

BOARD COMMITTEES

    The Board of Directors has established three standing committees of three
directors, each with a specific mandate. The Executive Committee includes a
majority of unrelated directors. The Audit Committee and Compensation Committee
each are composed of unrelated directors.

    EXECUTIVE COMMITTEE

    Subject to the limitations set out in subsection 127(3) of the BUSINESS
CORPORATIONS ACT (Ontario), the Board of Directors has delegated to the
Executive Committee the powers to consider and approve certain matters relating
to the management of the Corporation, subject to any regulations or restrictions
that may from time to time be made or imposed upon the Executive Committee by
the Board of Directors. The members of the Executive Committee are
Messrs. Crandall, Melman and Polistuk.

                                       15
<PAGE>
    AUDIT COMMITTEE

    The Audit Committee, which consists of Messrs. Love, Martin and Melman,
selects and engages, on behalf of Celestica, the independent public accountants
to audit Celestica's annual financial statements, and reviews and approves the
planned scope of the annual audit. The Audit Committee has direct communication
channels with the auditors to discuss and review specific issues as appropriate.
The Audit Committee's duties include the responsibility for reviewing financial
statements with management and the auditors, monitoring the integrity of the
Corporation's management information systems and internal control procedures,
and reviewing the adequacy of the Corporation's processes for identifying and
managing risk, including the management of risk with respect to environmental
and health and safety matters.

    COMPENSATION COMMITTEE

    The Compensation Committee approves the Corporation's executive compensation
policies and establishes remuneration levels of Celestica's executive officers
and performs such functions as provided for under Celestica's employee benefit
programs and executive compensation programs. The Compensation Committee
consists of Messrs. Melman, Tapscott and Walter, all of whom are unrelated to
the Corporation.

                               PERFORMANCE GRAPH

    The Subordinate Voting Shares of the Corporation have been listed and posted
for trading under the symbol "CLS" on The Toronto Stock Exchange and The
New York Stock Exchange since June 30, 1998. The following chart compares the
cumulative total shareholder return of $100 invested in Subordinate Voting
Shares of the Corporation on June 30, 1998 with the cumulative total shareholder
return of The Toronto Stock Exchange 300 Index for the period June 30, 1998 to
December 31, 2000 (assuming reinvestment of dividends).

                                    [GRAPH]

                          PARTICULARS OF OTHER MATTERS

    Management knows of no matters to come before the Meeting other than the
matters referred to in the Notice of Meeting. However, if any other matters
which are not now known to management should properly come before the Meeting,
the proxy will be voted upon such matters in accordance with the best judgment
of the person voting the proxy.

                                       16
<PAGE>
                           AVAILABILITY OF DOCUMENTS

    The Corporation will provide to any person, upon request to the Secretary of
the Corporation, the following documents:

    (a) one copy of the latest annual information form, together with one copy
       of any document, or the pertinent pages of any document, incorporated
       therein by reference;

    (b) one copy of the comparative financial statements of the Corporation for
       the year ended December 31, 2000, together with the accompanying report
       of the auditor, and one copy of any interim financial statements of the
       Corporation subsequent thereto; and

    (c) the Corporation's management proxy circular for its last annual meeting
       of shareholders.

                                  CERTIFICATE

    The contents of this Circular and the sending thereof to the shareholders of
the Corporation have been approved by the Board of Directors.

    Toronto, Ontario, March 9, 2001.

                                          By Order of the Board of Directors

                                          [ELIZABETH L. DELBIANCO]

                                          Elizabeth L. DelBianco
                                          Vice-President, General Counsel
                                          and Secretary

                                       17
<PAGE>
                                   SCHEDULE A
                RESOLUTION OF THE SHAREHOLDERS OF CELESTICA INC.
                          BY-LAW ENACTMENT RESOLUTION

BE IT RESOLVED THAT:

1.  By-law A, a copy of which is attached hereto as Appendix 1, repealing By-law
    No. 1 and By-law No. 4 of the Corporation be and is hereby confirmed;

2.  By-law 1, a copy of which is attached hereto as Appendix 2, updating
    terminology and the description of the company officers to reflect current
    practice and providing for the holding of shareholders' meetings by
    electronic means and the electronic signature of proxies, be and is hereby
    confirmed; and

3.  any director or officer of the Corporation be and is hereby authorized, for,
    in the name of and on behalf of the Corporation, to do all such acts and
    things and to execute, whether under the corporate seal of the Corporation
    or otherwise, and to deliver all such documents and instruments as may be
    considered necessary or desirable in order to carry out the provisions of
    this resolution.

                                       18
<PAGE>
                                   APPENDIX 1
                                 CELESTICA INC.
                                    BY-LAW A

    BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of CELESTICA INC.
(hereinafter called the "Corporation") as follows:

                               REPEAL OF BY-LAWS

1.  By-Law No. 1 of the Corporation be and the same is hereby repealed without
prejudice to any action heretofore taken hereunder.

2.  By-Law No. 4 of the Corporation be and the same is hereby repealed without
prejudice to any action heretofore taken hereunder.

3.  The numbers designating the by-laws hereby repealed may be allocated to any
by-laws of the Corporation hereafter made by the directors of the Corporation.

                                       19
<PAGE>
                                   APPENDIX 2
                                 CELESTICA INC.
                                    BY-LAW 1

    A by-law relating generally to the conduct of the affairs of CELESTICA INC.

    BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of CELESTICA INC.
(hereinafter called the "Corporation") as follows:

                                  DEFINITIONS

1.  In this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:

    (a) "Act" means the BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, as from
       time to time amended, and every statute that may be substituted therefor
       and, in the case of such amendment or substitution, any reference in the
       by-laws of the Corporation shall be read as referring to the amended or
       substituted provisions;

    (b) "by-law" means any by-law of the Corporation from time to time in force
       and effect;

    (c) all terms contained in the by-laws which are defined in the Act shall
       have the meanings given to such terms in the Act;

    (d) words importing the singular number only shall include the plural and
       vice versa; words importing the masculine gender shall include the
       feminine and neuter genders; and

    (e) the headings used in the by-laws are inserted for reference purposes
       only and are not to be considered or taken into account in construing the
       terms or provisions thereof or to be deemed in any way to clarify, modify
       or explain the effect of any such terms or provisions.

                               REGISTERED OFFICE

2.  The Corporation may from time to time (i) by resolution of the directors
change the address of the registered office of the Corporation within the
municipality or geographic township within Ontario specified in its articles,
and (ii) by special resolution, change the municipality or geographic township
within Ontario in which its registered office is situated.

                                      SEAL

3.  The Corporation may, but need not, have a corporate seal. An instrument or
agreement executed on behalf of the Corporation by a director, an officer or an
agent of the Corporation is not invalid merely because the corporate seal, if
any, is not affixed thereto.

                                   DIRECTORS

4.  NUMBER AND POWERS.  The number of directors, or the minimum and maximum
number of directors of the Corporation, is set out in the articles of the
Corporation. A majority of the directors shall be resident Canadians, but if the
Corporation has only one or two directors, that director or one of the two
directors, as the case may be, shall be a resident Canadian. Subject to any
unanimous shareholder agreement, the directors shall manage or supervise the
management of the business and affairs of the Corporation and may exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation and are not by the Act, the articles, the by-laws, any special
resolution of the Corporation, a unanimous shareholder agreement or by statute
expressly directed or required to be done in some other manner.

    Notwithstanding any vacancy among the directors, the remaining directors may
exercise all the powers of the directors so long as a quorum of the directors
remains in office.

    Subject to subsections 124(1), (2), (4) and (5) of the Act and to the
Corporation's articles, where there is a quorum of directors in office and a
vacancy occurs, the directors remaining in office may appoint a qualified person
to hold office for the unexpired term of his predecessor.

                                       20
<PAGE>
5.  DUTIES.  Every director and officer of the Corporation in exercising his
powers and discharging his duties shall:

    (a) act honestly and in good faith with a view to the best interests of the
       Corporation; and

    (b) exercise the care, diligence and skill that a reasonably prudent person
       would exercise in comparable circumstances.

    Every director and officer of the Corporation shall comply with the Act, the
regulations thereunder, the Corporation's articles and by-laws and any unanimous
shareholder agreement.

6.  QUALIFICATION.  Every director shall be an individual 18 or more years of
age and no one who is of unsound mind and has been so found by a court in Canada
or elsewhere or who has the status of a bankrupt shall be a director.

7.  TERM OF OFFICE.  A director's term of office (subject to the provisions, if
any, of the Corporation's articles, and subject to his election for an expressly
stated term) shall be from the date of the meeting at which he is elected or
appointed until the close of the annual meeting of shareholders next following
his election or appointment or until his successor is elected or appointed.

8.  VACATION OF OFFICE.  The office of a director shall be vacated if:

    (a) he dies or, subject to subsection 119(2) of the Act, sends to the
       Corporation a written resignation and such resignation, if not effective
       upon receipt by the Corporation, becomes effective in accordance with its
       terms;

    (b) he is removed from office;

    (c) he becomes bankrupt; or

    (d) he is found by a court in Canada or elsewhere to be of unsound mind.

9.  ELECTION AND REMOVAL.  Directors shall be elected by the shareholders by
ordinary resolution on a show of hands, or by ballot if a ballot is demanded.
Except for those directors elected for an expressly stated term, all the
directors then in office shall cease to hold office at the close of the meeting
of shareholders at which directors are to be elected but, if qualified, are
eligible for re-election. Subject to subsection 122(2) of the Act, the
shareholders of the Corporation may by ordinary resolution at an annual or
special meeting remove any director before the expiration of his term of office
and may, by a majority of the votes cast at the meeting, elect any person in his
stead for the remainder of his term.

    Whenever at any election of directors of the Corporation the number or the
minimum number of directors required by the articles is not elected by reason of
the disqualification, incapacity or the death of any candidates, the directors
elected at that meeting may exercise all the powers of the directors if the
number of directors so elected constitutes a quorum pending the holding of a
meeting of shareholders in accordance with subsection 124(3) of the Act.

    A retiring director shall cease to hold office at the close of the meeting
at which his successor is elected unless such meeting was called for the purpose
of removing him from office as a director in which case the director so removed
shall vacate office forthwith upon the passing of the resolution for his
removal.

10. VALIDITY OF ACTS.  An act done by a director or by an officer is not invalid
by reason only of any defect that is thereafter discovered in his appointment,
election or qualification.

                             MEETINGS OF DIRECTORS

11. PLACE OF MEETING.  Meetings of directors and of any committee of directors
may be held at any place within or outside Ontario and in any financial year a
majority of the meetings of the board of directors need not be held at a place
within Canada. A meeting of directors may be convened by the Chairman of the
Board (if any), the President or any director at any time and the Secretary
shall upon direction of any of the foregoing convene a meeting of directors. A
quorum of the directors may, at any time, call a meeting of the directors for
the transaction of any business the general nature of which is specified in the
notice calling the meeting.

                                       21
<PAGE>
12. NOTICE.  Notice of the time and place for the holding of any such meeting
shall be sent to each director not less than two days (exclusive of the day on
which the notice is sent but inclusive of the day for which notice is given)
before the date of the meeting; provided that meetings of the directors or of
any committee of directors may be held at any time without formal notice if all
the directors are present (except where a director attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called) or if all the absent directors have
waived notice.

    Notice of the time and place for the holding of any meeting of directors or
any committee of directors may be given by delivery, telegraph, cable, telex or
other electronic means that produces a written copy.

    For the first meeting of directors to be held following the election of
directors at an annual or special meeting of the shareholders or for a meeting
of directors at which a director is appointed to fill a vacancy in the board, no
notice of such meeting need be given to the newly elected or appointed director
or directors in order for the meeting to be duly constituted, provided a quorum
of the directors is present.

13. WAIVER OF NOTICE.  Notice of a meeting of directors or of any committee of
directors or any irregularity in a meeting or in the notice thereof may be
waived in any manner by any director and such waiver may be validly given either
before or after the meeting to which such waiver relates. Attendance of a
director at a meeting of directors is a waiver of notice of the meeting, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.

14. TELEPHONE PARTICIPATION.  Where all the directors of the Corporation present
at or participating in the meeting consent thereto (either before or after the
meeting), a director may participate in a meeting of directors or of any
committee of directors by means of such telephone, electronic or other
communications facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and a director
participating in a meeting by such means shall be deemed for the purposes of the
Act to be present at that meeting. If the majority of the directors
participating in the meeting are then in Canada, the meeting shall be deemed to
be held in Canada.

15. ADJOURNMENT.  Any meeting of directors or of any committee of directors may
be adjourned from time to time by the chairman of the meeting, with the consent
of the meeting, to a fixed time and place and no notice of the time and place
for the holding of the adjourned meeting need be given to any director if the
time and place of the adjourned meeting is announced at the original meeting.
Any adjourned meeting shall be duly constituted if held in accordance with the
terms of the adjournment and a quorum is present thereat. The directors who
formed a quorum at the original meeting are not required to form the quorum at
the adjourned meeting. If there is no quorum present at the adjourned meeting,
the original meeting shall be deemed to have terminated forthwith after its
adjournment.

16. QUORUM AND VOTING.  A majority of the number of directors or minimum number
of directors required by the articles shall constitute a quorum for the
transaction of business. If the Corporation has fewer than three directors, all
directors must be present at any meeting of directors to constitute a quorum.
Subject to subsection 124(1) and subsection 126(7) of the Act, no business shall
be transacted by the directors except at a meeting of directors at which a
quorum is present and at which a majority of the directors present are resident
Canadians or, where the Corporation has fewer than three directors, at which one
of the directors present is a resident Canadian. Questions arising at any
meeting of directors shall be decided by a majority of votes. In case of an
equality of votes, the chairman of the meeting in addition to his original vote
shall not have a second or casting vote.

                            COMMITTEES OF DIRECTORS

17. GENERAL.  The directors may from time to time appoint from their number a
committee of directors, a majority of whom shall be resident Canadians, and may
delegate to such committee any of the powers of the directors, except that no
such committee shall have the authority to:

    (a) submit to the shareholders any question or matter requiring the approval
       of the shareholders;

                                       22
<PAGE>
    (b) fill a vacancy among the directors or in the office of auditor or
       appoint or remove any of the chief executive officer, however designated,
       the chief financial officer, however designated, the chairman or the
       president of the Corporation;

    (c) subject to section 184 of the Act, issue securities except in the manner
       and on the terms authorized by the directors;

    (d) declare dividends;

    (e) purchase, redeem or otherwise acquire shares issued by the Corporation;

    (f) pay a commission referred to in section 37 of the Act;

    (g) approve a management information circular referred to in Part VIII of
       the Act;

    (h) approve a take-over bid circular, directors' circular or issuer bid
       circular referred to in Part XX of the SECURITIES ACT;

    (i) approve any financial statements referred to in clause 154(1)(b) of the
       Act and Part XVIII of the SECURITIES ACT;

    (j) approve an amalgamation under section 177 or an amendment to the
       articles under subsection 168(2) or (4) of the Act; or

    (k) adopt, amend or repeal by-laws.

18. AUDIT COMMITTEE.  If the Corporation is an "offering corporation" as defined
in paragraph 1(1) of the Act, the board of directors shall, and otherwise the
directors may, elect annually from among their number an audit committee to be
composed of not fewer than three directors, a majority of whom are not officers
or employees of the Corporation or any of its affiliates, to hold office until
the next annual meeting of the shareholders.

    Each member of the audit committee shall serve during the pleasure of the
board of directors and, in any event, only so long as he shall be a director.
The directors may fill vacancies in the audit committee by election from among
their number.

    The audit committee shall have power to fix its quorum at not less than a
majority of its members and to determine its own rules of procedure subject to
any regulations imposed by the board of directors from time to time and to the
following paragraph.

    The auditor of the Corporation is entitled to receive notice of every
meeting of the audit committee and, at the expense of the Corporation, to attend
and be heard thereat; and, if so requested by a member of the audit committee,
shall attend every meeting of the committee held during the term of office of
the auditor. The auditor of the Corporation or any member of the audit committee
may call a meeting of the committee.

    The audit committee shall review the financial statements of the Corporation
and shall report thereon to the board of directors of the Corporation prior to
approval thereof by the board of directors and shall have such other powers and
duties as may from time to time by resolution be assigned to it by the board.

               REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES

19. The remuneration to be paid to the directors of the Corporation shall be
such as the directors shall from time to time by resolution determine and such
remuneration shall be in addition to the salary paid to any officer or employee
of the Corporation who is also a director. The directors may also by resolution
award special remuneration to any director in undertaking any special services
on the Corporation's behalf other than the normal work ordinarily required of a
director of a corporation. The confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors may fix the
remuneration of the officers and employees of the Corporation. The directors,
officers and employees shall also be entitled to be paid their travelling and
other expenses properly incurred by them in connection with the affairs of the
Corporation.

                                       23
<PAGE>
                   SUBMISSION OF CONTRACTS OR TRANSACTIONS TO
                           SHAREHOLDERS FOR APPROVAL

20. The directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any meeting of the
shareholders called for the purpose of considering the same and any contract,
act or transaction that shall be approved, ratified or confirmed by resolution
passed by a majority of the votes cast at any such meeting (unless any different
or additional requirement is imposed by the Act or by the Corporation's articles
or by-laws) shall be as valid and as binding upon the Corporation and upon all
the shareholders as though it had been approved, ratified and/or confirmed by
every shareholder of the Corporation.

                  FOR THE PROTECTION OF DIRECTORS AND OFFICERS

21. No director or officer for the time being of the Corporation shall be liable
for the acts, receipts, neglects or defaults of any other director or officer or
employee or for joining in any receipt or act for conformity or for any loss,
damage or expense suffered or incurred by the Corporation through the
insufficiency or deficiency of title to any property acquired by the Corporation
or for or on behalf of the Corporation or for the insufficiency or deficiency of
any security in or upon which any of the moneys of or belonging to the
Corporation shall be placed out or invested or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person, firm or
corporation including any person, firm or corporation with whom or which any
moneys, securities or effects shall be lodged or deposited or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his respective office of trust or in
relation thereto, unless the same shall happen by or through his failure to
exercise the powers and to discharge the duties of his office honestly and in
good faith with a view to the best interests of the Corporation, and in
connection therewith to exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances, provided that nothing
herein contained shall relieve a director or officer from the duty to act in
accordance with the Act or regulations made thereunder or relieve him from
liability for a breach thereof. The directors for the time being of the
Corporation shall not be under any duty or responsibility in respect of any
contract, act or transaction whether or not made, done or entered into in the
name or on behalf of the Corporation, except such as shall have been submitted
to and authorized or approved by the board of directors. If any director or
officer of the Corporation shall be employed by or shall perform services for
the Corporation otherwise than as a director or officer or shall be a member of
a firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Corporation, the fact of his being a
shareholder, director or officer of the Corporation shall not disentitle such
director or officer or such firm or body corporate, as the case may be, from
receiving proper remuneration for such services.

                      INDEMNITIES TO DIRECTORS AND OTHERS

22. Subject to subsections 136(2) and (3) of the Act, the Corporation shall
indemnify a director or officer of the Corporation, a former director or officer
of the Corporation or a person who acts or acted at the Corporation's request as
a director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of such corporation or body
corporate, if

    (a) he acted honestly and in good faith with a view to the best interests of
       the Corporation; and

    (b) in the case of a criminal or administrative action or proceeding that is
       enforced by a monetary penalty, he had reasonable grounds for believing
       that his conduct was lawful.

    The Corporation is hereby authorized to execute agreements evidencing its
indemnity in favour of the foregoing persons to the full extent permitted by
law.

                                       24
<PAGE>
                                    OFFICERS

23. APPOINTMENT OF OFFICERS.  The directors may annually or as often as may be
required appoint a President and a Secretary and if deemed advisable may
annually or as often as may be required appoint a Chairman of the Board, one or
more Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or
one or more Assistant Treasurers. None of such officers, except the Chairman of
the Board, need be a director of the Corporation. Any director may be appointed
to any office of the Corporation. Two or more of such offices may be held by the
same person. In case and whenever the same person holds the offices of Secretary
and Treasurer he may but need not be known as the Secretary-Treasurer. The
directors may from time to time appoint such other officers, employees and
agents as they shall deem necessary who shall have such authority and shall
perform such functions and duties as may from time to time be prescribed by
resolution of the directors.

24. REMOVAL OF OFFICERS, ETC.  All officers, employees and agents, in the
absence of agreement to the contrary, shall be subject to removal by resolution
of the directors at any time, with or without cause.

25. DUTIES OF OFFICERS MAY BE DELEGATED.  In case of the absence or inability or
refusal to act of any officer of the Corporation or for any other reason that
the directors may deem sufficient, the directors may delegate all or any of the
powers of such officer to any other officer or to any director for the time
being.

26. CHAIRMAN OF THE BOARD.  The Chairman of the Board shall, when present,
preside at all meetings of the directors, any committee of the directors and
shareholders, shall sign such documents as may require his signature in
accordance with the by-laws of the Corporation and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the directors or as are incidental to his office.

27. PRESIDENT.  In the absence of the Chairman of the Board, and if the
President is also a director of the Corporation, the President shall, when
present, preside at all meetings of the directors, any committee of the
directors and shareholders; he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the directors or as are incidental to his office.

28. CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall exercise general
supervision over the business and affairs of the Corporation. The position of
Chief Executive Officer may be held by any officer or director of the
Corporation, or other individual, in each case appointed by the directors. The
Chief Executive Officer shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and shall
perform such other duties as may from time to time be assigned to him by
resolution of the directors or as are incidental to his office.

29. VICE-PRESIDENT.  The Vice-President or, if more than one, the
Vice-Presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the President in the absence or inability or
refusal to act of the President; provided, however, that a Vice-President who is
not a director shall not preside as chairman at any meeting of directors or
shareholders. The Vice-President or, if more than one, the Vice-Presidents in
order of seniority, shall sign such contracts, documents or instruments in
writing as require his or their signatures and shall also have such other powers
and duties as may from time to time be assigned to him or them by resolution of
the directors or by the Chief Executive Officer or as are incidental to his
office.

30. SECRETARY.  The Secretary shall give or cause to be given notices for all
meetings of the directors, any committee of the directors and shareholders when
directed to do so and shall have charge of the minute books of the Corporation
and, subject to the provisions of paragraph 45 hereof, of the documents and
registers referred to in subsections 140(1) and (2) of the Act. He shall sign
such contracts, documents or instruments in writing as require his signature and
shall have such other powers and duties as may from time to time be assigned to
him by resolution of the directors or as are incidental to his office.

31. TREASURER/CONTROLLER.  Subject to the provisions of any resolution of the
directors, the Treasurer or the Controller shall have the care and custody of
all the funds and securities of the Corporation and shall deposit the same in
the name of the Corporation in such bank or banks or with such other depositary
or depositaries as the directors may by resolution direct. He shall prepare and
maintain adequate accounting records. He shall manage the Corporation's
financial information systems and shall provide financial information and data
to the directors

                                       25
<PAGE>
of the Corporation. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the directors or as
are incident to his office. He may be required to give such bond for the
faithful performance of his duties as the directors in their uncontrolled
discretion may require and no director shall be liable for failure to require
any such bond or for the insufficiency of any such bond or for any loss by
reason of the failure of the Corporation to receive any indemnity thereby
provided. If the Corporation should appoint both a Treasurer and a Controller,
their respective duties shall be allocated between them in such manner as the
directors or the Chief Executive Officer may determine.

32. COMPLIANCE OFFICER.  Subject to the provisions of any resolution of the
directors, the Compliance Officer shall have the responsibility for ensuring
that the Corporation complies with all rules and regulations of any statutory or
regulatory body or similar authority having jurisdiction over the Corporation or
any organization of which the Corporation is a member, including any stock
exchange, securities exchange or commodities exchange. He shall advise the
Corporation of the requirements of such entities and shall assist the directors
in the development of policies to ensure compliance therewith. He shall prepare
and maintain adequate records to comply with the requirements of any such
institution or organization and he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers
and duties as may from time to time be assigned to him by resolution of the
directors or as are incident to his office.

33. ASSISTANT SECRETARY AND ASSISTANT TREASURER.  The Assistant Secretary or, if
more than one, the Assistant Secretaries in order of seniority, and the
Assistant Treasurer or, if more than one, the Assistant Treasurers in order of
seniority, shall perform all the duties of the Secretary and Treasurer,
respectively, in the absence or inability to act of the Secretary or Treasurer,
as the case may be. The Assistant Secretary or Assistant Secretaries, if more
than one, and the Assistant Treasurer or Assistant Treasurers, if more than one,
shall sign such contracts, documents or instruments in writing as require his or
their signatures, respectively, and shall have such other powers and duties as
may from time to time be assigned to them by resolution of the directors.

34. MANAGING DIRECTOR.  The directors may from time to time appoint from their
number a Managing Director who is a resident Canadian and may delegate to the
Managing Director any of the powers of the directors subject to the limits on
authority provided by subsection 127(3) of the Act. A Managing Director shall
conform to all lawful orders given to him by the directors of the Corporation
and shall at all reasonable times give to the directors or any of them all
information they may require regarding the affairs of the Corporation. Any agent
or employee appointed by a Managing Director shall be subject to discharge by
the directors.

35. VACANCIES.  If the office of Chairman of the Board, President,
Vice-President, Secretary, Assistant Secretary, Treasurer, Controller, Assistant
Treasurer, Compliance Officer, or any other office created by the directors
pursuant to paragraph 23 hereof shall be or become vacant by reason of death,
resignation or in any other manner whatsoever, the directors shall in the case
of the President or the Secretary and may in the case of the other officers
appoint an officer to fill such vacancy.

                                       26
<PAGE>
                             SHAREHOLDERS' MEETINGS

36. ANNUAL OR SPECIAL MEETINGS.  Subject to subsection 104(1) of the Act, the
directors of the Corporation,

    (a) shall call an annual meeting of shareholders not later than 15 months
       after holding the last preceding annual meeting; and

    (b) may at any time call a special meeting of shareholders.

37. PLACE OF MEETINGS.  Subject to the articles and any unanimous shareholder
agreement, a meeting of the shareholders of the Corporation may be held at such
place in or outside Ontario as the directors may determine or, in the absence of
such a determination, at the place where the registered office of the
Corporation is located.

38. MEETING BY ELECTRONIC MEANS.  A meeting of the shareholders may be held by
telephonic or electronic means and a shareholder who, through those means, votes
at the meeting or establishes a communications link to the meeting shall be
deemed for the purposes of the Act to be present at the meeting. A meeting held
by telephonic or electronic means shall be deemed to be held at the place where
the registered office of the Corporation is located.

39. NOTICE.  A notice stating the day, hour and place of meeting and, if special
business is to be transacted thereat, stating (or accompanied by a statement of)
(i) the nature of that business in sufficient detail to permit the shareholder
to form a reasoned judgment thereon, and (ii) the text of any special resolution
or by-law to be submitted to the meeting, shall be served by sending such notice
to each person who is entitled to notice of such meeting and who on the record
date for notice appears on the records of the Corporation or its transfer agent
as a shareholder entitled to vote at the meeting and to each director of the
Corporation and to the auditor of the Corporation by prepaid mail not less than
21 days and not more than 50 days (exclusive of the day of mailing and of the
day for which notice is given) before the date (if the Corporation is an
offering corporation as such term is defined in the Act) or not less than
10 days before the date (if the Corporation is not an offering corporation) of
every meeting addressed to the latest address of each such person as shown in
the records of the Corporation or its transfer agent, or if no address is shown
therein, then to the last address of each such person known to the Secretary;
provided that a meeting of shareholders may be held for any purpose at any date
and time and at any place without notice if all the shareholders and other
persons entitled to notice of such meeting are present in person or represented
by proxy at the meeting (except where the shareholder or such other person
attends the meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called) or if all
the shareholders and other persons entitled to notice of such meeting and not
present in person nor represented by proxy thereat waive notice of the meeting.
Notice of any meeting of shareholders or the time for the giving of any such
notice or any irregularity in any such meeting or in the notice thereof may be
waived in any manner by any shareholder, the duly appointed proxy of any
shareholder, any director or the auditor of the Corporation and any other person
entitled to attend a meeting of shareholders, and any such waiver may be validly
given either before or after the meeting to which such waiver relates.

    The auditor of the Corporation is entitled to attend any meeting of
shareholders of the Corporation and to receive all notices and other
communications relating to any such meeting that a shareholder is entitled to
receive.

40. OMISSION OF NOTICE.  The accidental omission to give notice of any meeting
to or the non-receipt of any notice by any person shall not invalidate any
resolution passed or any proceeding taken at any meeting of shareholders.

41. RECORD DATES FOR NOTICE OF MEETINGS.  Subject to subsection 95(4) of the
Act, the directors may fix in advance the date as the record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders, but such record date shall not precede by more than 50 days or by
less than 21 days the date on which the meeting is to be held.

    If no record date is fixed, the record date for the determination of the
shareholders entitled to receive notice of a meeting of the shareholders shall
be

    (i) at the close of business on the day immediately preceding the day on
        which notice is given; or

    (ii) if no notice is given, the day on which the meeting is held.

                                       27
<PAGE>
42. VOTES.  Every question submitted to any meeting of shareholders shall be
decided in the first instance on a show of hands and in case of an equality of
votes the chairman of the meeting shall neither on a show of hands nor on a
ballot have a second or casting vote in addition to the vote or votes to which
he may be entitled as a shareholder or proxy nominee.

    At any meeting, unless a ballot is demanded by a shareholder or proxyholder
entitled to vote at the meeting, either before or after any vote by a show of
hands, a declaration by the chairman of the meeting that a resolution has been
carried or carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be evidence of the fact without proof of
the number or proportion of votes recorded in favour of or against the motion.

    In the absence of the Chairman of the Board (if any), the President and any
Vice-President who is a director, the shareholders present entitled to vote
shall choose another director as chairman of the meeting and if no director is
present or if all the directors decline to take the chair then the shareholders
present shall choose one of their number to be chairman.

    If at any meeting a ballot is demanded on the election of a chairman or on
the question of adjournment or termination, the ballot shall be taken forthwith
without adjournment. If a ballot is demanded on any other question or as to the
election of directors, the ballot shall be taken in such manner and either at
once or later at the meeting or after adjournment as the chairman of the meeting
directs. The result of a ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded. A demand for a ballot may be made
either before or after any vote by a show of hands and may be withdrawn.

    Where two or more persons hold the same share or shares jointly, any one of
such persons present at a meeting of shareholders has the right, in the absence
of the other or others, to vote in respect of such share or shares, but if more
than one of such persons are present or represented by proxy and vote, they
shall vote together as one on the share or shares jointly held by them.

43. PROXIES.  Votes at meetings of the shareholders may be given either
personally or by proxy. At every meeting at which he is entitled to vote, every
shareholder present in person and every proxyholder shall have one vote on a
show of hands. Upon a poll at which he is entitled to vote every shareholder
present in person or by proxy shall (subject to the Corporation's articles) have
one vote for every share registered in his name.

    Every shareholder, including a shareholder that is a body corporate,
entitled to vote at a meeting of shareholders may by means of a proxy appoint a
proxyholder or proxyholders or one or more alternate proxyholders, who need not
be shareholders, as his nominee to attend and act at the meeting in the manner,
to the extent and with the authority conferred by the proxy.

    A proxy shall be in written or printed format or a format generated by
telephonic or electronic means and becomes a proxy when completed and signed in
writing or by electronic signature by the shareholder or his attorney authorized
by a document that is signed in writing or by electronic signature or, if the
shareholder is a body corporate, by an officer or attorney thereof duly
authorized. If a proxy or document authorizing an attorney is signed by
electronic signature, the means of electronic signature shall permit a reliable
determination that the proxy or document was created or communicated by or on
behalf of the shareholder or the attorney, as the case may be. If the
Corporation is an "offering corporation" as defined in paragraph 1(1) of the
Act, any such proxy appointing a proxyholder to attend and act at a meeting or
meetings of shareholders ceases to be valid one year from its date.

                                       28
<PAGE>
    An instrument appointing a proxyholder may be in the following form or in
any other form which complies with the regulations made under the Act:

    "The undersigned shareholder of CELESTICA INC. hereby appoints
of             , whom failing,             , of             as the nominee of
the undersigned to attend and act for and on behalf of the undersigned at the
meeting of the shareholders of the said Corporation to be held on the   day of
            ,       and at any adjournment thereof in the same manner, to the
same extent and with the same power as if the undersigned were present, either
personally or by telephonic or electronic means, at the said meeting or such
adjournment thereof.

    Dated the   day of             ,       .

                                          ______________________________________
                                                 Signature of Shareholder

This form of proxy must be signed in writing or by electronic signature by a
shareholder or his attorney authorized by a document that is signed in writing
or by electronic signature or, if the shareholder is a body corporate, by an
officer or attorney thereof duly authorized."

    The directors may from time to time pass regulations regarding the lodging
of instruments appointing a proxyholder at some place or places other than the
place at which a meeting or adjourned meeting of shareholders is to be held and
for particulars of such instruments to be telegraphed, cabled, telexed, sent in
writing or otherwise communicated by electronic means that produces a written
copy before the meeting or adjourned meeting to the Corporation or any agent of
the Corporation appointed for the purpose of receiving such particulars and
providing that instruments appointing a proxyholder so lodged may be voted upon
as though the instruments themselves were produced at the meeting or adjourned
meeting and votes given in accordance with such regulations shall be valid and
shall be counted. The chairman of the meeting of shareholders may, subject to
any regulations made as aforesaid, in his discretion accept telegraphic, telex,
cable or written communication, or electronic communication that produces a
written copy, as to the authority of anyone claiming to vote on behalf of and to
represent a shareholder notwithstanding that no instrument of proxy conferring
such authority has been lodged with the Corporation, and any votes given in
accordance with such telegraphic, telex, cable, written or electronic
communication accepted by the chairman of the meeting shall be valid and shall
be counted.

44. ADJOURNMENT.  The chairman of the meeting may with the consent of the
meeting adjourn any meeting of shareholders from time to time to a fixed time
and place and if the meeting is adjourned for less than 30 days, no notice of
the time and place for the holding of the adjourned meeting need be given to any
shareholder, other than by announcement at the earliest meeting that is
adjourned. If a meeting of shareholders is adjourned by one or more adjournments
for an aggregate of 30 days or more, notice of the adjourned meeting shall be
given as for an original meeting but, unless the meeting is adjourned by one or
more adjournments for an aggregate of more than 90 days, section 111 of the Act
does not apply. Any adjourned meeting shall be duly constituted if held in
accordance with the terms of the adjournment and a quorum is present thereat.
The persons who formed a quorum at the original meeting are not required to
form a quorum at the adjourned meeting. If there is no quorum present at the
adjourned meeting, the original meeting shall be deemed to have terminated
forthwith after its adjournment. Any business may be brought before or dealt
with at any adjourned meeting which might have been brought before or dealt with
at the original meeting in accordance with the notice calling the same.

45. QUORUM.  Two persons present and each holding or representing by proxy at
least one issued share of the Corporation shall be a quorum of any meeting of
shareholders for the choice of a chairman of the meeting and for the adjournment
of the meeting to a fixed time and place but may not transact any other
business; for all other purposes a quorum for any meeting shall be persons
present not being less than two in number and holding or representing by proxy
not less than 35% of the total number of the issued shares of the Corporation
for the time being enjoying voting rights at such meeting. If a quorum is
present at the opening of a meeting of

                                       29
<PAGE>
shareholders, the shareholders present may proceed with the business of the
meeting, notwithstanding that a quorum is not present throughout the meeting.

    Notwithstanding the foregoing, if the Corporation has only one shareholder,
or only one shareholder of any class or series of shares, the shareholder
present in person or by proxy constitutes a meeting and a quorum for such
meeting.

                              SHARES AND TRANSFERS

46. ISSUANCE.  Subject to the articles of the Corporation and any unanimous
shareholder agreement, shares in the Corporation may be issued at such time and
issued to such persons and for such consideration as the directors may
determine.

47. SECURITY CERTIFICATES.  Security certificates (and the form of transfer
power on the reverse side thereof) shall (subject to compliance with section 56
of the Act) be in such form as the directors may from time to time by resolution
approve and, subject to subsection 55(3) of the Act, such certificates shall be
signed manually by at least one director or officer of the Corporation or by or
on behalf of a registrar, transfer agent, branch transfer agent or issuing or
other authenticating agent of the Corporation, or by a trustee who certifies it
in accordance with a trust indenture, and any additional signatures required on
a security certificate may be printed or otherwise mechanically reproduced
thereon. Notwithstanding any change in the persons holding an office between the
time of actual signing and the issuance of any certificate and notwithstanding
that a person signing may not have held office at the date of issuance of such
certificate, any such certificate so signed shall be valid and binding upon the
Corporation.

48. TRANSFER AGENTS.  For each class of securities and warrants issued by the
Corporation, the directors may from time to time by resolution appoint or
remove,

    (a) a trustee, transfer agent or other agent to keep the securities register
       and the register of transfer and one or more persons or agents to keep
       branch registers; and

    (b) a registrar, trustee or agent to maintain a record of issued security
       certificates and warrants,

    and, subject to section 48 of the Act, one person may be appointed for the
purposes of both clauses (a) and (b) in respect of all securities and warrants
of the Corporation or any class or classes thereof.

49. SURRENDER OF SECURITY CERTIFICATES.  Subject to the Act, no transfer of a
security issued by the Corporation shall be recorded or registered unless and
until (i) the security certificate representing the security to be transferred
has been surrendered and cancelled, or (ii) if no security certificate has been
issued by the Corporation in respect of such share, a duly executed security
transfer power in respect thereof has been presented for registration.

50. DEFACED, DESTROYED, STOLEN OR LOST SECURITY CERTIFICATES.  In case of the
defacement, destruction, theft or loss of a security certificate, the fact of
such defacement, destruction, theft or loss shall be reported by the owner to
the Corporation or to an agent of the Corporation (if any) acting on behalf of
the Corporation, with a statement verified by oath or statutory declaration as
to the defacement, destruction, theft or loss and the circumstances concerning
the same and with a request for the issuance of a new security certificate to
replace the one so defaced, destroyed, stolen or lost. Upon the giving to the
Corporation (or, if there be an agent, hereinafter in this paragraph referred to
as the "Corporation's agent", then to the Corporation and the Corporation's
agent) of an indemnity bond of a surety company in such form as is approved by
the directors or by the Chairman of the Board (if any), the President, a
Vice-President, the Secretary or the Treasurer of the Corporation, indemnifying
the Corporation (and the Corporation's agent, if any) against all loss, damage
and expense, which the Corporation and/or the Corporation's agent may suffer or
be liable for by reason of the issuance of a new security certificate to such
shareholder, and provided the Corporation or the Corporation's agent does not
have notice that the security has been acquired by a bona fide purchaser, a new
security certificate may be issued in replacement of the one defaced, destroyed,
stolen or lost, if such issuance is ordered and authorized by any one of the
Chairman of the Board (if any), the President, a Vice-President, the Secretary
or the Treasurer of the Corporation or by resolution of the directors.

                                       30
<PAGE>
                                   DIVIDENDS

51. The directors may from time to time by resolution declare and the
Corporation may pay dividends on its issued shares, subject to the provisions
(if any) of the Corporation's articles.

    The directors shall not declare and the Corporation shall not pay a dividend
if there are reasonable grounds for believing that:

    (a) the Corporation is, or, after the payment, would be unable to pay its
       liabilities as they become due; or

    (b) the realizable value of the Corporation's assets would thereby be less
       than the aggregate of its liabilities and stated capital of all classes.

    The directors may declare and the Corporation may pay a dividend by issuing
fully paid shares of the Corporation or options or rights to acquire fully paid
shares of the Corporation and, subject to section 38 of the Act, the Corporation
may pay a dividend in money or property.

52. In case several persons are registered as the joint holders of any
securities of the Corporation, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends, principal,
interest and/or redemption payments on redemption of securities (if any) subject
to redemption in respect of such securities.

                                  RECORD DATES

53. Subject to subsection 95(4) of the Act, the directors may fix in advance a
date as the record date for the determination of shareholders (i) entitled to
receive payment of a dividend, (ii) entitled to participate in a liquidation or
distribution, or (iii) for any other purpose except the right to receive notice
of or to vote at a meeting of shareholders, but such record date shall not
precede by more than 50 days the particular action to be taken.

    If no record date is fixed, the record date for the determination of
shareholders for any purpose, other than to establish a record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders or to vote, shall be the close of business on the day on which the
directors pass the resolution relating thereto.

                       VOTING SECURITIES IN OTHER ISSUERS

54. All securities of any other body corporate or issuer of securities carrying
voting rights held from time to time by the Corporation may be voted at all
meetings of shareholders, bondholders, debenture holders or holders of such
securities, as the case may be, of such other body corporate or issuer and in
such manner and by such person or persons as the directors of the Corporation
shall from time to time determine and authorize by resolution. The duly
authorized signing officers of the Corporation may also from time to time
execute and deliver for and on behalf of the Corporation proxies and/or arrange
for the issuance of voting certificates and/or other evidence of the right to
vote in such names as they may determine without the necessity of a resolution
or other action by the directors.

                                 NOTICES, ETC.

55. SERVICE.  Any notice or other document required to be given or sent by the
Corporation to any shareholder or director of the Corporation shall be delivered
personally or sent by prepaid mail or by telegram, telex or other electronic
means that produces a written copy addressed to:

    (a) the shareholder at his latest address as shown on the records of the
       Corporation or its transfer agent; and

    (b) the director at his latest address as shown in the records of the
       Corporation or in the last notice filed under the CORPORATIONS
       INFORMATION ACT, whichever is the more current.

                                       31
<PAGE>
    With respect to every notice or other document sent by prepaid mail it shall
be sufficient to prove that the envelope or wrapper containing the notice or
other document was properly addressed and put into a post office or into a post
office letter box and shall be deemed to be received by the addressee on the
fifth day after mailing.

56. If the Corporation sends a notice or document to a shareholder and the
notice or document is returned on three consecutive occasions because the
shareholder cannot be found, the Corporation is not required to send any further
notices or documents to the shareholder until he informs the Corporation in
writing of his new address.

57. SHARES REGISTERED IN MORE THAN ONE NAME.  All notices or other documents
shall, with respect to any shares in the capital of the Corporation registered
in more than one name, be given to whichever of such persons is named first in
the records of the Corporation and any notice or other document so given shall
be sufficient notice or delivery of such document to all the holders of such
shares.

58. PERSONS BECOMING ENTITLED BY OPERATION OF LAW.  Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by every
notice or other document in respect of such shares which prior to his name and
address being entered on the records of the Corporation shall have been duly
given to the person or persons from whom he derives his title to such shares.

59. DECEASED SHAREHOLDER.  Any notice or other document delivered or sent by
post or left at the address of any shareholder as the same appears in the
records of the Corporation shall, notwithstanding that such shareholder be then
deceased and whether or not the Corporation has notice of his death, be deemed
to have been duly served in respect of the shares held by such shareholder
(whether held solely or with other persons) until some other person be entered
in his stead in the records of the Corporation as the holder or one of the
holders thereof and such service shall for all purposes be deemed a sufficient
service of such notice or other document on his heirs, executors or
administrators and all persons (if any) interested with him in such shares.

60. SIGNATURES TO NOTICES.  The signature of any director or officer of the
Corporation to any notice may be written, printed or otherwise mechanically
reproduced.

61. COMPUTATION OF TIME.  Where a given number of days' notice or notice
extending over any period is required to be given under any provisions of the
articles or by-laws of the Corporation, the day of service, posting or other
communication of the notice shall not be counted in such number of days or other
period, and such number of days or other period shall commence on the day
following the day of service, posting or other communication of the notice and
shall terminate at midnight of the last day of the period except that if the
last day of the period falls on a Sunday or holiday the period shall terminate
at midnight of the day next following that is not a Sunday or holiday.

62. PROOF OF SERVICE.  A certificate of any officer of the Corporation in office
at the time of the making of the certificate or of an agent of the Corporation
as to facts in relation to the mailing or delivery or service of any notice or
other documents to any shareholder, director, officer or auditor or publication
of any notice or other document shall be conclusive evidence thereof and shall
be binding on every shareholder, director, officer or auditor of the
Corporation, as the case may be.

                          CHEQUES, DRAFTS, NOTES, ETC.

63. All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such officer or officers or
other person or persons, whether or not officers of the Corporation, and in such
manner as the directors may from time to time designate by resolution.

                             CUSTODY OF SECURITIES

64. All securities (including warrants) owned by the Corporation shall be lodged
(in the name of the Corporation) with a chartered bank or a trust company or in
a safe or safety deposit box or, if so authorized by resolution of the
directors, with such other depositaries or in such other manner as may be
determined from time to time by the directors.

                                       32
<PAGE>
    All securities (including warrants) belonging to the Corporation may be
issued and held in the name of a nominee or nominees of the Corporation (and if
issued or held in the names of more than one nominee shall be held in the names
of the nominees jointly with the right of survivorship) and shall be endorsed in
blank with endorsement guaranteed in order to enable transfer thereof to be
completed and registration thereof to be effected.

                          EXECUTION OF CONTRACTS, ETC.

65. Contracts, documents or instruments in writing requiring the signature of
the Corporation may be signed by any director or officer and all contracts,
documents or instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formality. The directors are
authorized from time to time by resolution to appoint any officer or officers or
any other person or persons on behalf of the Corporation either to sign
contracts, documents or instruments in writing generally or to sign specific
contracts, documents or instruments in writing.

    The corporate seal, if any, of the Corporation may, when required, be
affixed to contracts, documents or instruments in writing signed as aforesaid or
by an officer or officers, person or persons appointed as aforesaid by
resolution of the board of directors.

    The term "contracts, documents or instruments in writing" as used in this
by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immovable or movable,
powers of attorney, agreements, releases, receipts and discharges for the
payment of money or other obligations, conveyances, transfers and assignments of
securities and all paper writings.

    In particular, without limiting the generality of the foregoing, any
director or officer is authorized to sell, assign, transfer, exchange, convert
or convey all securities owned by or registered in the name of the Corporation
and to sign and execute (under the seal of the Corporation or otherwise) all
assignments, transfers, conveyances, powers of attorney and other instruments
that may be necessary for the purpose of selling, assigning, transferring,
exchanging, converting or conveying any such securities.

    The signature or signatures of any such officer or director of the
Corporation and/or of any other officer or officers, person or persons appointed
as aforesaid by resolution of the directors may, if specifically authorized by
resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation executed or issued
by or on behalf of the Corporation and all contracts, documents or instruments
in writing or securities of the Corporation on which the signature or signatures
of any of the foregoing officers, directors or persons shall be so reproduced,
by authorization by resolution of the directors, shall be deemed to have been
manually signed by such officers, directors or persons whose signature or
signatures is or are so reproduced and shall be as valid to all intents and
purposes as if they had been signed manually and notwithstanding that the
officers, directors or persons whose signature or signatures is or are so
reproduced may have ceased to hold office at the date of the delivery or issue
of such contracts, documents or instruments in writing or securities of the
Corporation.

                                 FINANCIAL YEAR

66. The financial year of the Corporation shall terminate on such day in each
year as the board of directors may from time to time by resolution determine.

                                       33
<PAGE>
                                   SCHEDULE B
                RESOLUTION OF THE SHAREHOLDERS OF CELESTICA INC.
                 LONG-TERM INCENTIVE PLAN AMENDMENT RESOLUTION

1.  The amendment to the Long-Term Incentive Plan of the Corporation (the
    "LTIP") to increase the maximum number of Subordinate Voting Shares of the
    Corporation (the "Subordinate Voting Shares") which may be issued under
    options or rights granted under the LTIP from 15,000,000 Subordinate Voting
    Shares to 23,000,000 Subordinate Voting Shares be and is hereby approved;
    and

2.  any director or officer of the Corporation be and is hereby authorized, for,
    in the name and on behalf of the Corporation, to do all such acts and things
    and to execute, whether under the corporate seal of the Corporation or
    otherwise, and to deliver all such documents and instruments as may be
    considered necessary or desirable in order to carry out the provisions of
    this resolution.

                                       34
<PAGE>
                                   SCHEDULE C
                  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

<TABLE>
<CAPTION>
TSE CORPORATE GOVERNANCE
COMMITTEE GUIDELINE                    COMMENTS
------------------------               --------
<S>  <C>                               <C>
1.   The Board of Directors should     The Board of Directors is elected annually to represent the
     explicitly assume                 interests of all shareholders. The mandate of the Board of
     responsibility for stewardship    Directors is to supervise the business and affairs of the
     of the Corporation.               Corporation, and in light of this obligation, the Board
                                       assumes responsibility for matters such as those set out
                                       below:

     As part of the overall
     stewardship responsibility,
     the Board should assume
     responsibility specifically
     for:

     (i) adoption of a strategic       (i) The adoption of a strategic planning process including
     planning process                  the review of long-term corporate objectives and industry
                                       positioning. Substantial strategic planning sessions are a
                                       regular part of the Board schedule.

     (ii) identification of            (ii) The regular review of the Corporation's overall
     principal risks and               business risks and ensuring that appropriate systems are in
          implementation of            place to address and manage such risks.
          risk-managing systems

     (iii) succession planning,        (iii) Succession planning for all senior management
     including appointing, training    positions and skills assessments of individuals identified
           and monitoring              to fill key roles.
           management

     (iv) communications policy        (iv) Review and approval of the contents of all major
                                       disclosure documents including the Annual Report, the
                                       Annual Information Form, the Management Information
                                       Circular and all Prospectuses; and ensuring compliance with
                                       the Corporation's continuous disclosure obligations. The
                                       Corporation complies with the U.S. Securities and Exchange
                                       Commission's Regulation FD and follows fair disclosure
                                       practices for the benefit of its shareholders.

     (v) the integrity of internal     (v) The integrity of the Corporation's internal business
     control and management infor-     controls and management information systems, which the
         mation systems                Board and the Audit Committee monitor and assess regularly
                                       with management and with the Auditor.

2.   Majority of directors should      The Board of Directors has considered the relationship of
     be "unrelated" (free from         each of its directors to the Corporation and has determined
     conflicting interest).            that a majority of the Board of Directors is composed of
                                       directors that are unrelated to the Corporation. The Board
                                       of Directors, in addition to including a majority of
                                       unrelated directors, comprises five directors who do not
                                       have interests or relations with either the Corporation or
                                       its significant shareholder, Onex. The five directors who
                                       do not have interests or relations with either the
                                       Corporation or Onex are Messrs. Crandall, Love, Martin,
                                       Tapscott and Walter.
</TABLE>

                                       35
<PAGE>

<TABLE>
<CAPTION>
TSE CORPORATE GOVERNANCE
COMMITTEE GUIDELINE                    COMMENTS
------------------------               --------
<S>  <C>                               <C>
3.   Disclose for each director        Messrs. Crandall, Love, Martin, Hilson, Melman, Schwartz,
     whether he or she is related,     Tapscott and Walter have no material business or other
     and how that conclusion was       relationship with the Corporation or members of the
     reached.                          Corporation's management, other than their positions as
                                       directors, optionees and shareholders, and as a result, the
                                       Board of Directors has determined that each of
                                       Messrs. Crandall, Love, Martin, Hilson, Melman, Schwartz,
                                       Tapscott and Walter is an unrelated director. The Board of
                                       Directors has determined that Mr. Polistuk, as Chief
                                       Executive Officer of the Corporation, and Mr. Puppi, as
                                       Executive Vice-President and Chief Financial Officer of the
                                       Corporation, are not unrelated directors because they are
                                       members of the Corporation's management.

4.   Appoint a Committee composed      The Board of Directors has not appointed a committee of
     of non-management directors, a    directors with responsibility for proposing nominees to the
     majority of whom are unrelated    Board of Directors or assessing directors' performance on
     directors, responsible for the    an ongoing basis. The Board of Directors does not believe
     appointment/assessment of         that such a committee is currently necessary given that the
     directors.                        Board of Directors has recently been reconstituted.
                                       Additional directors will be proposed from time to time as
                                       the Board of Directors considers appropriate.

5.   Implement a process for           While the Board of Directors has not implemented a formal
     assessing the effectiveness of    process for evaluating its performance or the performance
     the Board, its Committees and     of individual directors, the Board informally reviews its
     individual directors.             role on an ongoing basis. In addition, the directors are
                                       encouraged to discuss any issues and to raise specific
                                       matters with the Chairman or with each other.

6.   Provide orientation and           New directors will be oriented to the business and affairs
     education programs for new        of the Corporation through discussions with management and
     directors.                        other directors and by periodic presentations from senior
                                       management on major business, industry and competitive
                                       issues.

7.   Examination of the size of the    The Board of Directors believes that its size is
     Board and consideration with a    appropriate given the size and complexity of the
     view to determine the impact      Corporation's business.
     of the number upon                Concurrently with the Corporation's initial public
     effectiveness.                    offering, the size of the Board of Directors was increased
                                       from four to ten. The directors prior to the initial public
                                       offering, Eugene Polistuk, Anthony Puppi, Mark Hilson and
                                       Anthony Melman, remained as directors, and Robert Crandall,
                                       Richard Love, Roger Martin, Gerald Schwartz and John Walter
                                       were elected as directors of the Corporation. This
                                       reorganization resulted in a balanced representation on the
                                       Board of Directors among management, the principal share-
                                       holder and unrelated directors. In September 1998, Don
                                       Tapscott was elected a director of the Corporation by the
                                       Board of Directors.

8.   Review the adequacy and form      The Board of Directors has considered the remuneration paid
     of compensation of directors      to directors and considers it appropriate in light of the
     in light of risks and             time commitment and risks and responsibilities involved.
     responsibilities.

9.   Committees should generally be    The Board of Directors has established three standing
     composed of non-management        committees of three directors, each with a specific
     directors, the majority of        mandate. The Executive Committee includes a majority of
     whom are unrelated.               unrelated directors. The Audit Committee and Compensation
                                       Committee each are composed of unrelated directors.
</TABLE>

                                       36
<PAGE>

<TABLE>
<CAPTION>
TSE CORPORATE GOVERNANCE
COMMITTEE GUIDELINE                    COMMENTS
------------------------               --------
<S>  <C>                               <C>
10.  The Board should assume           The Board of Directors has not appointed a committee of
     responsibility for or appoint     directors with responsibility for corporate governance
     a Committee responsible for       issues. The Board of Directors as a whole assumes
     approach to corporate             responsibility for corporate governance issues.
     governance issues. This
     committee would, among other
     things, be responsible for the
     response to the TSE
     Guidelines.

11.  Develop position descriptions     The Board of Directors has not developed position
     for the Board and for the CEO,    descriptions for itself or for the Chief Executive Officer
     involving the definition of       because it believes that such individuals' respective
     limits for management's           responsibilities are well understood. All of the directors
     responsibilities.                 who joined the Board of Directors following the initial
                                       public offering have extensive business experience and
                                       directorship responsibilities on the boards of other public
                                       and private institutions.
                                       The Board of Directors requires management to obtain the
                                       Board of Directors' approval for all significant decisions,
                                       including major financings, acquisitions, dispositions,
                                       budgets, capital expenditures and executive appointments.
                                       The Board of Directors expects management to keep it aware
                                       of the Corporation's performance and events affecting the
                                       Corporation's business, including opportunities in the
                                       marketplace and adverse or positive developments.
                                       The Board of Directors retains responsibility for any
                                       matter which has not been delegated to senior management or
                                       to a committee of directors.

     The Board should develop the      The Board of Directors approves specific financial and
     corporate objectives which the    business objectives which the CEO is responsible for
     CEO is responsible for            meeting.
     meeting.

12.  Establish appropriate             The Board of Directors includes only two directors that are
     procedures to enable the Board    members of the Corporation's management while eight
     to function independently of      directors are not part of the Corporation's management.
     management.

     An appropriate structure would    Mr. Polistuk, who is the Chief Executive Officer, currently
     be to (i) appoint a Chairman      serves as Chairman of the Board of Directors. The Board has
     of the Board who is not a         elected to comply with this Guideline through adoption of
     member of management with         procedures such as regular meetings of the eight
     responsibility to ensure that     non-management members of the Board without management
     the Board discharges its          present. These sessions are a scheduled part of every Board
     responsibilities or               of Directors meeting. The Board of Directors also has
     (ii) adopt alternate means        access to information independent of management through the
     such as assigning this            Corporation's external Auditors.
     responsibility to a committee
     of the board or to a director,
     sometimes referred to as the
     "lead director".

     Appropriate procedures may        The Board of Directors is of the view that appropriate
     involve the Board meeting on a    structures and procedures are in place to ensure that it
     regular basis without             can function independently of management, and at the same
     management present or may         time, the Corporation receives the benefit of having a
     involve expressly assigning       Chairman of the Board with extensive experience and
     responsibility for                knowledge of the Corporation's business.
     administering the Board's
     relationship to management to
     a committee of the Board.
</TABLE>

                                       37
<PAGE>

<TABLE>
<CAPTION>
TSE CORPORATE GOVERNANCE
COMMITTEE GUIDELINE                    COMMENTS
------------------------               --------
<S>  <C>                               <C>
13.  The Audit Committee should be     The Audit Committee is composed only of outside directors.
     composed only of outside
     directors.

     The roles and responsibilities    The Audit Committee has a well-defined mandate. It selects
     of the Audit Committee should     and engages, on behalf of Celestica, the independent public
     be specifically defined so as     accountants to audit Celestica's annual financial
     to provide appropriate            statements, and reviews and approves the planned scope of
     guidance to Audit Committee       the annual audit. The Audit Committee's duties include the
     members as to their duties.       review and approval of quarterly unaudited and annual
     The Audit Committee duties        audited financial statements with management and the
     should include oversight          Auditors prior to consideration by the Board of Directors;
     responsibility for management     monitoring the integrity of the Corporation's management
     reporting on internal control.    information systems and internal control procedures; and
     While it is management's          reviewing the adequacy of the Corporation's processes for
     responsibility to design and      identifying and managing risk, including the management of
     implement an effective system     risk with respect to environmental and health and safety
     of internal control, it is the    matters.
     responsibility of the Audit
     Committee to ensure that
     management has done so.

     The Audit Committee should        The Audit Committee has direct communication channels with
     have direct communication         the Auditors to discuss and review specific issues as
     channels with the internal and    appropriate.
     the external auditors to
     discuss and review specific
     issues as appropriate.

14.  Implement a system to enable      An individual director is entitled to engage an outside
     individual directors to engage    adviser at the expense of the Corporation in appropriate
     outside advisers, at the          circumstances provided that such director has obtained the
     corporation's expense. The        approval of the Chairman to do so.
     engagement of the outside
     advisor should be subject to
     the approval of an appro-
     priate committee of the Board.
</TABLE>

                                       38
</TEXT>
</DOCUMENT>
