<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>may18_2007ex99matlchg.txt
<DESCRIPTION>MATERIAL CHANGE REPORT RE BMW
<TEXT>
FORM 51-102F3

MATERIAL CHANGE REPORT


1. Name and Address of Company

The reporting issuer is Magna International Inc. (the
"Corporation" or "Magna"), a corporation existing under the laws of the
Province of Ontario and having its registered office at 337 Magna Drive,
Aurora, Ontario, Canada L4G 7K1.


2. Date of Material Change

The material change occurred on May 16, 2007.


3. Press Release

On Wednesday, May 16, 2007 at approximately 7:46 a.m.
(Toronto time), a press release describing the material change was
issued by the Corporation and delivered to the Ontario Securities
Commission and the other Canadian securities regulatory authorities, to
The Toronto Stock Exchange, to The New York Stock Exchange and to Canada
NewsWire for publication and dissemination through its North American
Disclosure and European Financial Capitals Plus networks. A copy of
the press release is attached.


4. Summary of Material Change

On May 16, 2007, the Corporation reported that BMW AG had
informed it of BMW's intention to commence in-house assembly of the
next generation BMW X3 in Spartanburg, South Carolina, following end
of production of the current generation BMW X3 at the Corporation's
Graz, Austria facility.  While end of production for the program is
at the discretion of BMW, the Corporation currently expects BMW X3
production to end in 2010.


5. Full Description of Material Change

On May 16, 2007, the Corporation reported that BMW AG had
informed it of BMW's intention to commence in-house assembly of the
next generation BMW X3 in Spartanburg, South Carolina, following end
of production of the current generation BMW X3 at the Corporation's
Graz, Austria facility.  While end of production for the program is
at the discretion of BMW, the Corporation currently expects BMW X3
production to end in 2010.

The Corporation has been the sole production source of the
BMW X3 since beginning production of the vehicle in 2003.  BMW X3
production represented approximately 45% of total vehicles assembled
by the Corporation in 2006.  The Corporation is in discussions with
customers about future potential assembly opportunities for its Graz
facility.


6. Reliance on Section 7.1(2) or (3) of NI 51-102

This report is not being filed on a confidential basis.


7. Omitted Information

Not applicable.


8. Executive Officer

For further information, please contact J. Brian Colburn,
Executive Vice-President and Secretary of the Corporation at 905-726-
7022.


DATED at Aurora, Ontario the 18th day of May, 2007.


EXHIBIT

MAGNA INTERNATIONAL INC.
337 Magna Drive
Aurora, Ontario, Canada L4G 7K1
Telephone:  905-726-2462
Facsimile:  905-726-7164

BMW informs Magna of its intention to produce next generation BMW X3 in-house
    AURORA, ON, May 16, 2007 - Magna International Inc. (TSX: MG.A, MG.B;
NYSE: MGA) today reported that BMW AG has informed us of its intention to
commence in-house assembly of the next generation BMW X3 in Spartanburg, South
Carolina, following end of production of the current generation BMW X3 at our
Graz, Austria facility. While end of production for the program is at the
discretion of BMW, Magna Steyr currently expects BMW X3 production to end in
2010. We are currently a significant supplier to BMW's Spartanburg facility.
    We have been the sole production source of the BMW X3 since we began
producing the vehicle in 2003. BMW X3 production represented approximately 45%
of total vehicles assembled at Magna Steyr in 2006. We are in discussions with
customers about future potential assembly opportunities for our Graz facility.
    We are the most diversified automotive supplier in the world. We design,
develop and manufacture automotive systems, assemblies, modules and
components, and engineer and assemble complete vehicles, primarily for sale to
original equipment manufacturers of cars and light trucks in North America,
Europe, Asia, South America and Africa. Our capabilities include the design,
engineering, testing and manufacture of automotive interior systems; seating
systems; closure systems; metal body and structural systems; vision systems;
electronic systems; exterior systems; powertrain systems; roof systems; as
well as complete vehicle engineering and assembly.
    We have approximately 83,000 employees in 235 manufacturing operations
and 62 product development and engineering centres in 23 countries.

For further information: Louis Tonelli, Vice-President, Investor
Relations at (905) 726-7035

    FORWARD-LOOKING STATEMENTS
    --------------------------
    This press release may contain statements that, to the extent that they
are not recitations of historical fact, constitute "forward-looking
statements" within the meaning of applicable securities legislation.
Forward-looking statements may include financial and other projections, as
well as statements regarding our future plans, objectives or economic
performance, or the assumptions underlying any of the foregoing. We use words
such as "may", "would", "could", "will", "likely", "expect", "anticipate",
"believe", "intend", "plan", "forecast", "project", "estimate" and similar
expressions to identify forward-looking statements. Any such forward-looking
statements are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate in the circumstances. However, whether actual results and
developments will conform with our expectations and predictions is subject to
a number of risks, assumptions and uncertainties. These risks, assumptions and
uncertainties include, but are not limited to, execution of definitive
agreements, regulatory, court and shareholder approvals and satisfaction of
closing conditions relating to the proposed transaction involving Magna, the
Stronach Trust and Russian Machines, as well as the impact of: declining
production volumes and changes in consumer demand for vehicles; a reduction in
the production volumes of certain vehicles, such as certain light trucks; the
termination or non-renewal of our customers of any material contracts; our
ability to offset increases in the cost of commodities, such as steel and
resins, as well as energy prices; fluctuations in relative currency values;
our ability to offset price concessions demanded by our customers; our
dependence on outsourcing by our customers; our ability to compete with
suppliers with operations in low cost countries; changes in our mix of
earnings between jurisdictions with lower tax rates and those with higher tax
rates, as well as our ability to fully benefit tax losses; other potential tax
exposures; the financial distress of some of our suppliers and customers; the
inability of our customers to meet their financial obligations to us; our
ability to fully recover pre-production expenses; warranty and recall costs;
product liability claims in excess of our insurance coverage; expenses related
to the restructuring and rationalization of some of our operations; impairment
charges; our ability to successfully identify, complete and integrate
acquisitions; risks associated with new program launches; legal claims against
us; risks of conducting business in foreign countries; unionization activities
at our facilities; work stoppages and labour relations disputes; changes in
laws and governmental regulations; costs associated with compliance with
environmental laws and regulations; potential conflicts of interest involving
our controlling shareholder, the Stronach Trust; and other factors set out in
our Annual Information Form filed with securities commissions in Canada and
our annual report on Form 40-F filed with the United States Securities and
Exchange Commission, and subsequent filings. In evaluating forward-looking
statements, readers should specifically consider the various factors which
could cause actual events or results to differ materially from those indicated
by such forward-looking statements. Unless otherwise required by applicable
securities laws, we do not intend, nor do we undertake any obligation, to
update or revise any forward-looking statements to reflect subsequent
information, events, results or circumstances or otherwise.


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