<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>may6_2010exhibit99-2.txt
<DESCRIPTION>PRESS RELEASE SHARE STRUCTURE PROPOSAL
<TEXT>
Exhibit 99.2

MAGNA INTERNATIONAL INC.
337 Magna Drive
Aurora, ON, Canada L4G 7K1

Tel:  (905) 726-2462
Fax:  (905) 726-7164

Magna announces proposal to eliminate control block and implement single
vote share structure

AURORA, ON, May 6 /CNW/ - Magna International Inc. (TSX: MG.A, NYSE: MGA) today
announced that it has entered into a transaction agreement with the Stronach
Trust under which holders of Magna's Class A subordinate voting shares would
be given the opportunity to decide whether to eliminate the dual class share
capital structure through which Magna's founder, Frank Stronach, and his family
have controlled Magna since the late 1970s. The proposed transaction would
also:
    -   set a termination date and declining fee schedule for the consulting,
        business development and business services contracts Magna has in
        place with Frank Stronach and his affiliated entities; and

    -   establish a joint venture with the Stronach group to jointly continue
        to pursue opportunities in the vehicle electrification business.
The transaction would be effected by way of a court-approved plan of arrange-
ment, and be subject to the approval of a majority of Magna's minority Class
A shareholders.
"We believe the proposed transaction, if approved by shareholders, has the
potential to unlock significant share value for Magna shareholders and
establish a strong foundation for the company's continued and long-term
success", said Don Walker and Siegfried Wolf, Co-Chief Executive Officers
of Magna. "The proposed transaction is intended to reduce or eliminate the
discount at which Magna currently trades relative to its peers, more closely
align all shareholder interests, and enhance Magna's potential business
opportunity for the electrification of future vehicles."
Frank Stronach, Magna's Chairman and founder, commented, "The ability for an
entrepreneur to raise growth capital under a multiple voting share structure
has enabled Canada to create a number of world-class companies, like Magna.
For me, that opportunity occurred in the late 1970s, when I gave up a
sizeable portion of my total equity value as part of a shareholder-approved
reorganization in exchange for the control that enabled me to establish the
principles, culture and entrepreneurial framework that have been the corner-
stone of Magna's impressive growth and success over the years."
"While I am content to maintain the status quo, I understand the potential
benefits of management's proposal, particularly the opportunity to establish
a strong foundation for the future while preserving Magna's unique corporate
ulture. Accordingly, if the Class A shareholders are supportive of the
proposed transaction, the Stronach Trust is prepared to move forward under
the proposed new capital structure. If shareholders prefer instead to retain
the status quo, I am equally confident that Magna will continue to succeed
under its current structure. Regardless of their decision, I have full
confidence in our management and employees, and in the operating principles
that have served Magna so well and made it the great company that it is today."
Investment Community Conference Call
Management will discuss the proposed transaction in greater detail on its
previously scheduled quarterly earnings conference call, which will be held
today at 7:30 am ET. Dial-in and replay instructions are provided at the
end of this press release.
Terms of the Transaction
The transaction agreement is between Magna and the Stronach Trust, which
indirectly owns all of the 726,829 outstanding Class B Shares. Because each
Class B share carries 300 votes, the Stronach Trust has approximately 66%
of Magna's voting rights.
If the arrangement is approved by Class A shareholders and the court, Magna
would purchase for cancellation all 726,829 Class B Shares and the Stronach
Trust would indirectly receive 9 million newly issued Class A Shares and
US$300 million in cash. Based on the closing price of Magna's Class A shares
on the New York Stock Exchange on May 5, 2010 of US$62.53, the transaction
would have a total value of US$863 million.
After the transaction, Magna would have approximately 121 million shares
outstanding, each of which would carry one vote per share. The shares held
indirectly by the Stronach Trust would represent an equal equity ownership
and voting interest of 7.44%. In addition, Magna's Amended and Restated
Articles of Incorporation would be amended to remove the Class B Shares
from the authorized capital and to make non-substantive consequential changes
to its Articles, including renaming the Class A Subordinate Voting Shares
as Common Shares and eliminating provisions which no longer apply due to the
elimination of the Class B Shares.
Vincent J. Galifi, Magna's Executive Vice President and Chief Financial
Officer, stated, "Magna has historically traded at a discount to its industry
peers, despite delivering comparable or better operating and financial
performance while maintaining a strong balance sheet. We believe the
proposed transaction could reduce or eliminate that discount, broaden
Magna's appeal to investors who do not -- as a matter of preference or
internal policy -- invest in companies with multiple vote share structures
and establish a strong platform for future success. We also believe the
proposed joint venture is a good way for Magna to pursue an opportunity
that has significant growth potential, but which also bears risk and
uncertainty."
Amended Consulting Contracts
If the arrangement is approved, Magna would amend its existing consulting,
business development and business services contracts with Mr. Stronach and
his affiliated entities, Stronach & Co. and Stronach Consulting Corp. These
contracts are currently renewable on an annual basis. Under the proposed
amendments, these contracts would terminate on December 31, 2014 and fees
payable prior to that date would be reduced from the current 3% of Magna's
Pre-Tax Profits Before Profit Sharing (as defined in the Corporate
Constitution) over a transition and phase-out period as follows:
    -   2.75% in 2011,
    -   2.50% in 2012,
    -   2.25% in 2013, and
    -   2.00% in 2014.
Mr. Stronach's ongoing role and participation on the Board would be
subject to the same nomination and election process that applies to all
other directors. The current intention of the Board is for Mr. Stronach
to continue to serve as Chairman, although he would resign as a member
of the Board's nominating committee.
Vehicle Electrification Joint Venture
The proposed new joint venture would involve the engineering, development
and integration of electric vehicles of any type, the development, testing
and manufacturing of batteries and battery packs for hybrid (H) and
electric vehicles (EV) and all ancillary activities in connection with
electric vehicle technologies. Magna would invest $220 million for a 73%
interest. Magna's contribution would include the assets of Magna's
recently established E-Car Systems vehicle electrification and battery
business unit, certain other vehicle electrification assets, and the
balance in cash. Among other operations, Magna E-Car includes the Ford
battery electric vehicle (BEV) integration program that launches next
year. The Stronach group would invest $80 million in cash for a 27%
interest in the joint venture and would have effective control through
the right to appoint three of five board members, with Magna appointing
the remaining two members.
Although the joint venture would be free to pursue any type of business
activity connected with electric vehicles, Magna would have an
unrestricted right to engage in competitive activities outside of the
joint venture, and neither party would be obligated to provide any
future funding or financial assistance beyond its initial contribution.
Next Steps
The proposed share capital reorganization would be implemented pursuant
to a court-approved plan of arrangement and will require the approval
of a majority of the votes cast by minority Class A shareholders at a
special meeting of shareholders expected to take place in late June or
July of this year. In addition to shareholder and court approvals, the
transaction is subject to approval of the Toronto Stock Exchange, the
finalization of definitive agreements and customary closing conditions,
as well as certain amendments to the consulting agreements through which
Frank Stronach and certain of his affiliated entities provide consulting
services to the Magna group of companies.
The execution of the transaction agreement was approved by Magna's Board
of Directors after receiving the report of a Special Committee of
independent directors of Magna comprised of Messrs. Michael D. Harris,
who acted as Chair of the Committee, Donald Resnick and Louis E. Lataif.
The Special Committee received independent legal advice from Fasken
Martineau LLP, independent financial advice from CIBC World Markets Inc.
and independent valuation advice concerning the E-Car joint venture from
PricewaterhouseCoopers LLP.
"We believe this proposal responds to the concerns Class A shareholders
have raised about Magna's multiple voting share structure, and that the
decision to proceed or not should be in their hands," said Mr. Harris,
Magna's Lead Director. "If the Class A shareholders do not approve the
transaction, Magna will continue to operate under its current structure.
Whatever the outcome, Magna's current Board and management remain
committed to the culture and operating principles embodied in the
Corporate Constitution and Employee Charter."
While the Board of Directors did not make a recommendation on how
shareholders should vote, various considerations which they believe
shareholders should take into account and a summary of the advice
received from the independent advisors, as well as the detailed
transaction terms, the background to the proposal, the process
followed by the independent directors in reviewing the proposal with
the benefit of independent legal and financial advisors, and other
relevant information will be contained in the proxy materials for the
special meeting of shareholders to be called to consider the plan of
arrangement.
About Magna
We are the most diversified global automotive supplier. We design,
develop and manufacture technologically advanced systems, assemblies,
modules and components, and engineer and assemble complete vehicles,
primarily for sale to original equipment manufacturers ("OEMs") of
cars and light trucks. Our capabilities include the design,
engineering, testing and manufacture of automotive interior systems;
seating systems; closure systems; body and chassis systems; vision
systems; electronic systems; exterior systems; powertrain systems;
roof systems; hybrid and electric vehicles/systems as well as complete
vehicle engineering and assembly.
We have approximately 74,000 employees in 240 manufacturing operations
and 76 product development, engineering and sales centres in 25 countries.
    -------------------------------------------------------------------------
    Magna will hold a conference call for interested analysts and
    shareholders this morning at 7:30a.m. EDT to discuss both the proposed
    transaction as well as our first quarter 2010 financial results, which
    were also issued this morning. The conference call will be co-chaired by
    Don Walker and Siegfried Wolf, Magna's co-Chief Executive Officers. The
    number to use for this call is 1-800-909-7814. The number for overseas
    callers is 1-212-231-2902. Please call in 10 minutes prior to the call.
    Magna will also webcast the conference call at www.magna.com. The slide
    presentation accompanying the conference call will be available on
    Magna's website prior to the call. Both the webcast and the slide
    presentation can be found in the Investors section of Magna's website
    under Calendar of Events & Presentations.

    For further information, please contact Louis Tonelli, Magna's Vice-
    President, Investor Relations at 1-905-726-7035. For teleconferencing
    questions, please call Karin Kaminski at 1-905-726-7103.

    For anyone unable to listen to the scheduled call, the rebroadcast
    numbers are: North America - 1-800-558-5253 and Overseas - 1-416-626-4100
    (reservation number is 21468505) and will be available until Thursday,
    May 13, 2010.
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    FORWARD-LOOKING STATEMENTS
    --------------------------
This Press Release contains statements that constitute "forward-looking
statements" within the meaning of applicable securities legislation,
including, but not limited to, statements relating to the results and
the potential benefits expected to be achieved from the completion of
the transactions contemplated by the proposed Arrangement, including the
increased marketability and improved liquidity of the Class A Subordinate
Voting Shares of Magna, the potential for a reduction or the elimination
of any dual class share structure discount associated with the market
price of the Class A Subordinate Voting Shares of Magna, and the
successful implementation and the potential opportunities and prospects
of the proposed joint venture of Magna and the Stronach Trust relating
to the vehicle electrification business. The forward-looking information
in this Press Release is presented for the purpose of providing
information about Magna's current expectations having regard for the
plans and proposals relating to the transactions contemplated by the
Arrangement and such information may not be appropriate for other
purposes. Forward-looking statements may also include statements
regarding our future plans, objectives or economic performance, or
the assumptions underlying any of the foregoing, and other statements
that are not recitations of historical fact. We use words such as "may",
"would", "could", "should", "will", "likely", "expect", "anticipate",
"believe", "intend", "plan", "forecast", "outlook", "project",
"estimate" and similar expressions suggesting future outcomes or
events to identify forward-looking statements. Any such forward-
looking statements are based on information currently available to us,
and 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, many of
which are beyond our control, and the effects of which can be
difficult to predict, including, without limitation, risks, assumptions
and uncertainties related to: the consummation of the Arrangement,
including, shareholder approval, Court approval, the satisfaction or
waiver of the conditions to complete the transactions contemplated by
the Arrangement, and the termination of the transaction agreements;
future growth prospects for electric vehicles; the market value and
trading price of the Class A Subordinate Voting Shares; 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 any forward-looking statements in this Press
Release, we caution readers not to place undue reliance on any forward-
looking statements. Readers should specifically consider the various
factors which could cause actual events or results to differ materially
from those indicated by our 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 contained in this Press Release to reflect subsequent
information, events, results or circumstances or otherwise.

For further information: Vincent J. Galifi, Executive Vice-President
and Chief Financial Officer at (905) 726-7100

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