20.

CAPITAL STOCK

[a]	At December 31, 2016, the Company’s authorized, issued and outstanding capital stock are as follows:

Preference shares - issuable in series -

The Company’s authorized capital stock includes 99,760,000 preference shares, issuable in series. None of these shares are currently issued or outstanding.

Common Shares -

Common Shares without par value [unlimited amount authorized] have the following attributes:

[i]

Each share is entitled to one vote per share at all meetings of shareholders.

[ii]

Each share shall participate equally as to dividends.

[b]

On November 10, 2016, the TSX accepted the Company’s Notice of Intention to Make a Normal Course Issuer Bid relating to the purchase for cancellation, as well as purchases to fund the Company’s stock-based compensation awards or programs and/or the Company’s obligations to its deferred profit sharing plans, of up to 38 million Magna Common Shares [the “2016 Bid”], representing approximately 10% of the Company’s public float of Common Shares. The Bid commenced on November 15, 2016 and will terminate no later than November 17, 2017.

Previously, the Company had Normal Course Issuer Bids in place for the 12 month periods beginning in November 2015 and 2014.

The following is a summary of the Normal Course Issuer Bids [number of shares in the table below are expressed in whole numbers]:


			2016				2015
	Maximum number of shares		Shares purchased		Cash amount		Shares purchased		Cash amount

2014 Bid		40,000,000		—	$	—		8,166,514	$	388
2015 Bid		40,000,000		20,313,194		818		2,585,970		113
2016 Bid		38,000,000		2,021,824		86		—		—

				22,335,018	$	904		10,752,484	$	501

Certain purchases were made by way of private agreements entered into with arm’s length, third party sellers. Such private agreement purchases were made at a discount to the prevailing market price for the Company’s Common Shares and pursuant to issuer bid exemption orders issued by the Ontario Securities Commission. All other purchases of Common Shares are made at the market price at the time of purchase in accordance with the rules and policies of the TSX. Purchases may also be made on the NYSE in compliance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934.

[c]	The following table presents the maximum number of shares that would be outstanding if all the dilutive instruments outstanding at March 9, 2017 were exercised or converted:


Common Shares			382,269,005
Stock options			9,258,413

			391,527,418