<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>a2074563zex-99_3.txt
<DESCRIPTION>EXHIBIT 99.3 SUBORDIN. VOTING SHARES PROXY
<TEXT>
<Page>

                                                                   Exhibit 99.3

                                 CELESTICA INC.

                                     PROXY

                                FOR USE AT THE
                  ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON APRIL 17, 2002


     THE UNDERSIGNED HOLDER OF SUBORDINATE 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 AND CHIEF OPERATING OFFICER 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 17TH DAY
OF APRIL, 2002 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 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 A to the Corporation's Management Information Circular
   dated March 19, 2002.

4. 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, 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 _______________________________________, 2002.

_______________________________________________________________________________
                              Signature of Shareholder

_______________________________________________________________________________
                         Name of Shareholder (Please print)

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, 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO,
   ONTARIO M5J 2Y1, ANY TIME UP TO 5:00 P.M. (TORONTO TIME) ON APRIL 16, 2002
   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 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.

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</DOCUMENT>
