<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a2042214zex-99_2.txt
<DESCRIPTION>MVS PROXY
<TEXT>

<PAGE>
                                 CELESTICA INC.

                                     PROXY

                                 FOR USE AT THE

                   ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

                          TO BE HELD ON APRIL 18, 2001

    THE UNDERSIGNED HOLDER OF MULTIPLE VOTING SHARES OF CELESTICA INC. (THE
"CORPORATION") HEREBY APPOINTS EUGENE V. POLISTUK, THE CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER OF THE CORPORATION OR, FAILING HIM, J. MARVIN MAGEE, THE
PRESIDENT OF THE CORPORATION OR, INSTEAD OF EITHER OF THE FOREGOING,
 ......................... AS THE NOMINEE OF THE UNDERSIGNED TO ATTEND AND ACT
FOR AND ON BEHALF OF THE UNDERSIGNED AT THE ANNUAL AND SPECIAL MEETING (THE
"MEETING") OF THE SHAREHOLDERS OF THE CORPORATION ("SHAREHOLDERS") TO BE HELD ON
THE 18TH DAY OF APRIL, 2001 AND AT ANY ADJOURNMENT(S) OR POSTPONEMENT(S) OF THE
MEETING, WITH THE SAME POWERS THE UNDERSIGNED WOULD HAVE IF THE UNDERSIGNED WAS
PRESENT AT THE MEETING, OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) OF THE MEETING,
WITH POWER OF SUBSTITUTION, AND WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE NOMINEE IS DIRECTED TO VOTE AS SPECIFIED BELOW:

                                 1.  TO VOTE FOR / / OR TO WITHHOLD FROM VOTING
                                    FOR / / the election of directors.

                                 2.  TO VOTE FOR / / OR TO WITHHOLD FROM VOTING
                                    FOR / / the appointment of auditors and the
                                    authorization of the directors to fix the
                                    remuneration of the auditors.

                                 3.  TO VOTE FOR / / OR AGAINST / / the
                                    resolution confirming (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"), the full text of
                                    which is set forth in Schedule A to the
                                    Corporation's Management Information
                                    Circular dated March 9, 2001.

                                 4.  TO VOTE FOR / / OR AGAINST / / the
                                    resolution approving the amendment to the
                                    Long-Term Incentive Plan of the Corporation
                                    to increase the maximum number of
                                    subordinate voting shares of the Corporation
                                    reserved for issuance thereunder (the "LTIP
                                    Amendment Resolution"), the full text of
                                    which is set forth in Schedule B to the
                                    Corporation's Management Information
                                    Circular dated March 9, 2001.

                                 5.  To vote at the nominee's discretion upon
                                    any amendments or variations to the matters
                                    specified in the notice of the Meeting or
                                    upon any other matters as may properly come
                                    before the Meeting or any adjournment(s) or
                                    postponement(s) thereof.

                                     IF NO SPECIFICATION AS TO VOTING IS MADE,
                                 THIS PROXY WILL BE VOTED FOR THE ELECTION OF
                                 MANAGEMENT'S NOMINEES AS DIRECTORS, FOR THE
                                 APPOINTMENT OF MANAGEMENT'S NOMINEES AS
                                 AUDITORS AND THE AUTHORIZATION OF THE BOARD OF
                                 DIRECTORS OF THE CORPORATION TO FIX THE
                                 REMUNERATION OF THE AUDITORS, FOR THE BY-LAW
                                 ENACTMENT RESOLUTION AND FOR THE LTIP AMENDMENT
                                 RESOLUTION, ALL AS DESCRIBED IN THE MANAGEMENT
                                 INFORMATION CIRCULAR. IF ANY AMENDMENTS OR
                                 VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE
                                 OF MEETING ARE PROPOSED AT THE MEETING OR IF
                                 ANY OTHER MATTERS PROPERLY COME BEFORE THE
                                 MEETING, DISCRETIONARY AUTHORITY IS HEREBY
                                 CONFERRED WITH RESPECT TO SUCH MATTERS. The
                                 undersigned hereby revokes any proxy previously
                                 given by the undersigned.

                                     THIS PROXY IS SOLICITED ON BEHALF OF THE
                                 MANAGEMENT OF THE CORPORATION. SHAREHOLDERS MAY
                                 APPOINT A PROXYHOLDER OTHER THAN THE PERSONS
                                 DESIGNATED ABOVE TO ATTEND AND ACT ON THEIR
                                 BEHALF AT THE MEETING AND MAY EXERCISE SUCH
                                 RIGHT BY INSERTING THE NAME OF THEIR NOMINEE IN
                                 THE BLANK SPACE PROVIDED FOR THIS PURPOSE OR BY
                                 COMPLETING ANOTHER PROPER FORM OF PROXY.

                                 DATED the ____________ day of __________, 2001.

                                 _______________________________________________

                                            Signature of Shareholder

                                 _______________________________________________

                                       Name of Shareholder (Please print)
<PAGE>
NOTES

1.  Kindly fill in and sign this form of proxy and return it in the envelope
    provided. TO BE EFFECTIVE, PROXIES MUST BE DEPOSITED WITH COMPUTERSHARE
    TRUST COMPANY OF CANADA AS AGENT FOR MONTREAL TRUST COMPANY OF CANADA,
    100 UNIVERSITY AVENUE, 11TH FLOOR, TORONTO, ONTARIO M5J 2Y1, ANY TIME UP TO
    5:00 P.M. (TORONTO TIME) ON APRIL 17, 2001 OR AT LEAST 24 HOURS, EXCLUDING
    SATURDAY AND HOLIDAYS, PRIOR TO ANY ADJOURNMENT OR POSTPONEMENT OF THE
    MEETING AT WHICH THE PROXY IS TO BE USED, OR WITH THE CHAIRMAN OF THE
    MEETING PRIOR TO THE COMMENCEMENT OF THE MEETING OR ANY ADJOURNMENT(S) OR
    POSTPONEMENT(S) THEREOF AT WHICH THE PROXY IS TO BE USED.

2.  If a Shareholder wishes to be represented at the Meeting by proxy, the proxy
    must be dated and executed by the Shareholder or the Shareholder's attorney
    authorized in writing or, if the Shareholder is a corporation, under its
    corporate seal or by an officer or attorney of the corporation duly
    authorized. If this proxy is not dated in the space provided, it will be
    deemed to be dated as of the date on which it was mailed to Shareholders by
    management of the Corporation.
</TEXT>
</DOCUMENT>
