EXHIBIT 2
EXECUTION COPY
SHAREHOLDERS' AGREEMENT
SHAREHOLDERS' AGREEMENT (this "AGREEMENT") dated as of June
25, 2002, among MAGNA INTERNATIONAL INC., an Ontario corporation ("PARENT"),
MAGNA MIRRORS ACQUISITION CORP., a Michigan corporation and a wholly owned
subsidiary of Parent ("SUB"), XXXXXXXX EXPORT CORPORATION, a Michigan
corporation ("EXPORT"), and the persons listed on SCHEDULE A hereto (such
persons are collectively referred to herein as the "SHAREHOLDERS" and
individually referred to herein as a "SHAREHOLDER").
WHEREAS Parent, Sub and XXXXXXXX CORPORATION, a Michigan
corporation (the "COMPANY"), propose to enter into an Agreement and Plan of
Merger dated as of even date herewith (as the same may be amended or
supplemented, the "MERGER AGREEMENT"), providing for the merger of Sub with and
into the Company (the "MERGER"), pursuant to which each issued and outstanding
share of Class A Common Stock, par value $.10 per share, of the Company (the
"COMPANY CLASS A COMMON STOCK") and each issued and outstanding share of Class B
Common Stock, par value $.10 per share, of the Company (the "COMPANY CLASS B
COMMON STOCK" and, together with the Company Class A Common Stock, the "COMPANY
COMMON STOCK") will be converted into the right to receive a fraction of a Class
A Subordinate Voting Share, without par value, of Parent (the "PARENT SHARES");
WHEREAS the Shareholders own in the aggregate 1,841,449 shares
of Company Class B Common Stock and 665,692 shares of Company Class A Common
Stock (including any shares of Company Common Stock acquired by any Shareholder
after the date hereof, the "OWNED SHARES") and otherwise control, through valid
and binding powers of attorney or proxies or otherwise, 1,408,200 shares of
Company Class B Common Stock and 637,730 shares of Company Class A Common Stock
(including any shares of Company Common Stock so controlled by any Shareholder
after the date hereof, the "CONTROLLED SHARES" and, together with the Owned
Shares, the "OWNED OR CONTROLLED SHARES");
WHEREAS the Shareholders own or otherwise control, in the
aggregate, (i) 79.62% of the outstanding shares of Company Class B Common Stock
and (ii) 19.33% of the outstanding shares of Company Class A Common Stock, in
each case as of June 7, 2002, representing in the aggregate approximately 72% of
votes entitled to be cast by holders of Company Class B Common Stock and Company
Class A Common Stock, voting together as a class, at any duly held meeting of
the Company's shareholders with respect to the approval of the Merger;
WHEREAS the holders of Company Class B Common Stock own all
the outstanding shares of capital stock of Export, and the parties desire that
all contracts, agreements and arrangements between Export and the Company or any
of its subsidiaries be terminated prior to the Merger without any liability on
the part of the Company or any such subsidiary; and
WHEREAS as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have requested that the Shareholders and Export
enter into this Agreement.
NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder
hereby represents and warrants to Parent and Sub as follows:
(a) AUTHORITY. Such Shareholder has all requisite power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement by such Shareholder, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary action on
the part of such Shareholder. This Agreement has been duly executed and
delivered by such Shareholder and, assuming the due authorization,
execution and delivery by each of Parent and Sub, constitutes a valid and
binding obligation of such Shareholder enforceable against such Shareholder
in accordance with its terms, except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, moratorium or other similar
laws affecting creditors' rights generally or by general principles
governing the availability of equitable remedies. The execution and
delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will
not, conflict with, or result in any violation of or default (with or
without notice or lapse of time or both) under, any provision of any trust
agreement, partnership agreement, loan or credit agreement, note, bond,
mortgage, indenture, license, lease, contract, agreement or other
instrument, permit, concession, franchise, judgment, order, writ,
injunction, decree, law, statute, rule or regulation applicable to such
Shareholder or to any of its property or assets (including the Owned
Shares), or any provision of the Second Restated and Amended Articles of
Incorporation, as amended, or Bylaws of the Company. Except for consents,
approvals, authorizations and filings as may be required under (i) the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or (ii)
the provisions, rules and regulations of the National Association of
Securities Dealers, Inc. (the "NASD"), no filing or registration with, or
consent or approval of, any domestic (federal or state), foreign or
supranational court, governmental body, regulatory agency, authority,
commission, tribunal or securities exchange is required by or with respect
to such Shareholder in connection with the execution and delivery of this
Agreement or the consummation by such Shareholder of the transactions
contemplated hereby.
(b) THE OWNED OR CONTROLLED SHARES. Such Shareholder beneficially owns
(within the meaning of Rule 13d-3 under the Exchange Act) and has good and
valid title to, or otherwise controls the voting of (with respect to the
matters referred to herein), the number and kind of Owned Shares and
Controlled Shares, as the case may be, set forth opposite such
Shareholder's name on SCHEDULE A, free and clear of any security interests,
liens, claims, pledges, mortgages, options, rights of first refusal,
agreements, charges or other encumbrances whatsoever ("LIENS"). Except for
this Agreement, no proxies or powers of attorney have been granted by such
Shareholder or any other person with respect to the Owned or Controlled
Shares that will remain in effect after the execution of this Agreement and
that would conflict or be inconsistent with this Agreement. Except for this
Agreement, no voting arrangement with respect to the matters
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referred to herein (including voting agreement or voting trust) affecting
the Owned or Controlled Shares of such Shareholder shall remain in effect
after the execution of this Agreement.
(c) THE COMPANY'S REPRESENTATIONS. To the knowledge of such
Shareholder, the representations and warranties of the Company set forth in
Article III of the Merger Agreement are true and correct. This
representation and warranty shall not survive the Effective Time of the
Merger. The sole remedy of Parent and Sub against any Shareholder or Export
for any breach of this representation and warranty shall be a right to
terminate this Agreement prior to the Effective Time of the Merger, and
Export shall have no remedy for any such breach.
2. REPRESENTATIONS AND WARRANTIES OF EXPORT. Export hereby represents and
warrants to Parent and Sub as follows:
(a) AUTHORITY. Export has all requisite corporate power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement by Export, and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary corporate action on the
part of Export. This Agreement has been duly executed and delivered by
Export and, assuming the due authorization, execution and delivery by each
of Parent and Sub, constitutes a valid and binding obligation of Export
enforceable against Export in accordance with its terms, except to the
extent enforceability may be limited by applicable bankruptcy, insolvency,
moratorium or other similar laws affecting creditors' rights generally or
by general principles governing the availability of equitable remedies. The
execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated hereby and compliance with the terms hereof
will not, conflict with, or result in any violation of or default (with or
without notice or lapse of time or both) under, any provision of any loan
or credit agreement, note, bond, mortgage, indenture, license, lease,
contract, agreement or other instrument, permit, concession, franchise,
judgment, order, writ, injunction, decree, law, statute, rule or regulation
applicable to Export or to any of its property or assets, or any provision
of the Articles of Incorporation or Bylaws of Export. No filing or
registration with, or consent or approval of, any domestic (federal or
state), foreign or supranational court, governmental body, regulatory
agency, authority, commission, tribunal or securities exchange is required
by or with respect to Export in connection with the execution and delivery
of this Agreement or the consummation by Export of the transactions
contemplated hereby.
(b) ASSETS; AGREEMENTS. Export has no assets and the shares of the
capital stock of Export have a fair market value not greater than $100,000.
All contracts, agreements or arrangements between Export and the Company or
any of its Subsidiaries (as defined in the Merger Agreement) may be
terminated prior to the Effective Time (as defined in the Merger Agreement)
without any liability on the part of the Company or its Subsidiaries.
3. REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB. Parent and Sub hereby
represent and warrant to the Shareholders as follows:
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(a) AUTHORITY. Each of Parent and Sub has all requisite corporate
power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution, delivery and
performance of this Agreement by Parent and Sub, and the consummation of
the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on the part of Parent and Sub. This Agreement
has been duly executed and delivered by Parent and Sub and, assuming the
due authorization, execution and delivery by each of the Shareholders and
Export, constitutes a valid and binding obligation of Parent and Sub
enforceable in accordance with its terms, except to the extent
enforceability may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally or by general principles governing the availability of equitable
remedies. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with
the terms hereof will not, conflict with, or result in any violation of or
default (with or without notice or lapse of time or both) under, any
provision of any loan or credit agreement, note, bond, mortgage, indenture,
license, lease, contract, agreement or other instrument, permit,
concession, franchise, judgment, order, writ, injunction, decree, law,
statute, rule or regulation applicable to Parent or Sub or to any of the
property or assets of Parent or Sub, or any provision of the charter or
bylaws of Parent or Sub, other than conflicts, violations or defaults that,
individually or in the aggregate, will not have a material adverse effect
on Parent's and Sub's ability to consummate the transactions contemplated
by this Agreement or the enforceability of this Agreement. Except for
consents, approvals, authorizations and filings as may be required under
(i) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended,
the EC Merger Regulation (as defined in the Merger Agreement) and other
antitrust related statutes in various jurisdictions, the Exchange Act or
the Securities Act of 1933, as amended, or (ii) the provisions, rules and
regulations under or of any state or Canadian provincial securities statute
or the NASD, the New York Stock Exchange, Inc. or The Toronto Stock
Exchange, no filing or registration with, or authorization, consent or
approval of, any domestic (federal or state), foreign or supranational
court, governmental body, regulatory agency, authority, commission,
tribunal or securities exchange is required by or with respect to Parent or
Sub in connection with the execution and delivery of this Agreement by
Parent and Sub or the consummation by Parent and Sub of the transactions
contemplated hereby.
4. COVENANTS OF THE SHAREHOLDERS; IRREVOCABLE PROXY. Until the earlier of
(i) the Effective Time or (ii) the termination of this Agreement as specified in
Section 8, each Shareholder agrees as follows:
(a) At any meeting of shareholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval with
respect to the Merger and the Merger Agreement is sought, such Shareholder
shall vote (or cause to be voted) all shares of Company Common Stock that
it owns or has voting control over in favor of the Merger, the approval of
the Merger Agreement and the approval of the terms thereof and each of the
other transactions contemplated by the Merger Agreement.
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(b) At any meeting of shareholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Shareholders' vote, consent or other approval is sought, such Shareholder
shall vote (or cause to be voted) all shares of Company Common Stock that
it owns or has voting control over against (i) any merger agreement or
merger (other than the Merger Agreement and the Merger), consolidation,
combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company or any other
Takeover Proposal (as defined below), (ii) unless otherwise directed by
Parent, any amendment of the Company's Second Restated and Amended Articles
of Incorporation, as amended, or Bylaws or other proposal or transaction
involving the Company or any of its Subsidiaries, other than as
contemplated by Section 4(a), or (iii) any action or agreement which would
result in a breach of any representation, warranty or covenant of the
Company set forth in the Merger Agreement.
(c) Such Shareholder agrees not to (i) Transfer or Otherwise Dispose
of (as defined below), or enter into any arrangement with respect thereto,
any of its Owned or Controlled Shares to any person other than Sub or Sub's
designee or (ii) except for this Agreement, enter into any voting
arrangement, whether by proxy, voting agreement, voting trust or otherwise,
with respect to its Owned or Controlled Shares. For purposes of this
Agreement, "TRANSFER OR OTHERWISE DISPOSE OF" means any sale, exchange,
conversion (including any conversion of Company Class B Common Stock into
Company Class A Common Stock), redemption, assignment, gift, grant of a
security interest, pledge or other encumbrance, or the establishment of any
voting trust or other agreement or arrangement with respect to the transfer
of voting rights or any other beneficial interests in the Company Common
Stock, the creation of any other claim thereto or any other transfer or
disposition whatsoever (including involuntary sales, exchanges, transfers
or other dispositions as a result of a Takeover Proposal or otherwise, and
whether or not for cash or other consideration) affecting the right, title,
interest or possession in, to or of the Company Common Stock.
(d) Such Shareholder shall not, nor shall it authorize (and shall use
all reasonable efforts not to permit) any of its financial advisors,
attorneys or other advisers, representatives or agents to, (i) solicit,
initiate or actively encourage the submission of any Takeover Proposal,
(ii) enter into any agreement with respect to or approve or recommend any
Takeover Proposal or (iii) participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or
take any other action to facilitate any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Takeover Proposal. For purposes of this Agreement, "TAKEOVER PROPOSAL"
means any proposal for a merger, sale or other disposition of all or a
substantial portion of the assets of, or other business combination or
recapitalization or similar transaction involving, the Company or any of
its Subsidiaries or any proposal or offer to acquire in any manner,
directly or indirectly, an equity interest in excess of 5% of the Company
Common Stock or voting securities of the Company or any of its
Subsidiaries, other than the transactions contemplated by the Merger
Agreement.
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(e) Such Shareholder promptly (but in no event later than 48 hours
after the event) shall advise Parent orally and in writing of (i) any
Takeover Proposal or any inquiry or communication with respect to or which
could reasonably be expected to lead to any Takeover Proposal which such
Shareholder shall have been approached or solicited by any person with
respect to, (ii) the material terms of such Takeover Proposal (including a
copy of any written proposal that is available to such Shareholder) and
(iii) the identity of the person or persons making any such Takeover
Proposal, inquiry or communication.
(f) Such Shareholder hereby irrevocably appoints Parent as the
attorney and proxy of such Shareholder, with full power of substitution, to
vote all Owned or Controlled Shares that such Shareholder is entitled to
vote at any meeting of shareholders of the Company (whether annual or
special and whether or not an adjourned or postponed meeting), only with
respect to the matters set forth in, and in accordance with the terms of,
Sections 4(a) and 4(b); PROVIDED that in any such vote pursuant to such
proxy, Parent shall not have the right (and such proxy shall not confer the
right) to vote to modify or amend the Merger Agreement to reduce the rights
or benefits of the Company or any shareholders of the Company under the
Merger Agreement or to reduce the obligations of Parent thereunder. THIS
PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.
Such Shareholder hereby revokes, effective upon the execution and delivery
of this Agreement, all other proxies and powers of attorney with respect to
Owned or Controlled Shares that such Shareholder may have heretofore
appointed or granted, and no subsequent proxy or power of attorney (except
in furtherance of such Shareholder's obligations under Section 4(a)) shall
be given or written consent executed (and if given or executed, shall not
be effective) by such Shareholder with respect thereto so long as this
Agreement remains in effect. Such Shareholder shall forward to Parent and
Sub any proxy cards that such Shareholder receives with respect to the
Merger.
(g) Each Shareholder agrees not to, without the prior written consent
of Parent, sell, transfer, convey, pledge, gift or otherwise dispose
(collectively, "DISPOSE") of any Parent Shares after the Closing Date (as
defined in the Merger Agreement) except in accordance with this Section
4(g) or as permitted by Section 4(h). Each Shareholder may at any time and
from time to time after the Closing Date Dispose of not more than that
number of Parent Shares which, together with all other Parent Shares
Disposed of by such Shareholder after the Closing Date, equals the product
of (x) the number of weeks that have then elapsed since the Closing Date
(with any fraction of a week deemed to be a whole week) times (y) 25,000
Parent Shares. This Section 4(g) shall terminate and be of no further force
or effect automatically upon the Company having the right to terminate the
Merger Agreement pursuant to Section 7.1(h) thereof (regardless of whether
such right is exercised).
(h) Each Shareholder may Dispose of all or any portion of the Parent
Shares owned by it:
(i) to an "affiliate" of such Shareholder (as defined in Rule 405
promulgated under the Securities Act), and any such affiliate may
thereafter Dispose of
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such Parent Shares back to such Shareholder;
(ii) for estate or tax planning purposes, (A) to members of such
Shareholder's Family or trusts or other entities controlled
solely by such Shareholder and members of such Shareholder's
Family or (B) to any person meeting the requirements of Section
501(c)(3) of the Internal Revenue Code of 1986, as amended;
(iii)to Parent or any of its Subsidiaries (as defined in the Merger
Agreement) or any other person approved by Parent; or
(iv) as a result of the death of such Shareholder;
PROVIDED, HOWEVER, that, prior to a Shareholder Disposing of any Parent
Shares to any transferee permitted by clauses (i), (ii) or (iv) of this
Section 4(h), such permitted transferee agrees in writing to be bound by
this Agreement as if he, she or it were such Shareholder.
5. COVENANTS OF EXPORT. Export agrees that it shall cause each contract,
agreement or arrangement between Export and the Company or any of its
Subsidiaries to terminate, effective no later than immediately prior to the
Effective Time, without any liability on the part of the Company or any such
Subsidiary. Export further agrees that it shall execute such instruments to
effectuate the foregoing and a general release of the Company and its
Subsidiaries as counsel for Parent shall reasonably request.
6. FURTHER ASSURANCES. Each party will, from time to time, execute and
deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements, consents and other instruments, including
proxies, as any other party may reasonably request for the purpose of
effectively carrying out the transactions contemplated by this Agreement.
7. ASSIGNMENT. Neither this Agreement nor any of the rights or interests
hereunder shall be assigned by any of the parties, nor shall any obligation
hereunder be assumed by any other person, without the prior written consent of
the other parties, except that Sub may assign, in its sole discretion, any or
all of its rights and interests hereunder to, and Sub's obligations hereunder
may be assumed by, Parent or any wholly owned Subsidiary (as defined in the
Merger Agreement) of Parent. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns and, in the case of any Shareholder
that is an individual, the heirs, executors, administrators and other legal
representatives of such Shareholder.
8. TERMINATION. This Agreement shall terminate only upon a valid
termination of the Merger Agreement pursuant to the terms of Section 7.1
thereof.
9. SHAREHOLDERS' CAPACITY. The parties hereto agree and acknowledge that
each Shareholder does not make any agreement or understanding in his capacity as
a director or officer of the Company or of Export. Each Shareholder has entered
into this Agreement solely in his capacity as the record holder and/or
beneficial owner of the Owned or Controlled Shares and
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nothing herein shall expand, limit or affect any actions taken by each
Shareholder in his capacity as an officer or director of the Company or of
Export.
10. GENERAL PROVISIONS.
(a) SURVIVAL OF REPRESENTATIONS. No representation or warranty made by
any party to this Agreement shall survive the Merger. The covenants made in
Sections 4(g), 4(h) and 5 of this Agreement and the other agreements made
by the parties to this Agreement shall survive the Merger and any
termination of this Agreement notwithstanding any investigation at any time
made by or on behalf of any party hereto.
(b) SPECIFIC PERFORMANCE. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in any
court within the United States, this being in addition to any other remedy
to which they are entitled at law or in equity.
(c) EXPENSES. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expense.
(d) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(e) NOTICE. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed given or delivered (i)
when delivered personally, (ii) if transmitted by fax when confirmation of
transmission is received, or (iii) if sent by registered or certified mail,
return receipt requested, or by private courier when received; and shall be
addressed as follows:
(i) if to Parent or Sub to it:
In care of Magna International Inc.
000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxx X0X 0X0 Xxxxxx
Attention: President (with a separate copy to
Corporate Secretary) Facsimile Nos.:
with a copy to:
Xxxxx X. Xxxxxxx
Sidley Xxxxxx Xxxxx & Xxxx LLP
(on or prior to July 4, 2002)
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
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(after July 4, 2002)
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
(ii) if to Export or the Shareholders, to:
Xxxxx Xxxxxxxxxxx
Xxxxxxxx Export Corporation
00 X.Xxxxx Xxxxxx
Xxxxxxx, XX 00000
and
Xxxxxx X. McNieve
0000 Xxxxxxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
with a copy to:
Varnum, Riddering, Xxxxxxx & Xxxxxxx LLP
Bridgewater Place
000 Xxxxxxxxxxx Xxxxxx, X.X.
Post Xxxxxx Xxx 000
Xxxxx Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
or to such other address as such party may indicate by a notice delivered
to the other parties hereto.
(f) INTERPRETATION. When a reference is made in this Agreement to Sections,
such reference shall be to a Section of this Agreement unless otherwise
indicated. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Wherever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation".
(g) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each of the parties and delivered to the other parties, it being understood that
each party need not sign the same counterpart.
(h) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and (ii)
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is not intended to confer upon any person other than the parties hereto any
rights or remedies hereunder.
(i) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to any
applicable conflicts of law.
(j) WAIVERS. Any term or provision of this Agreement may be waived, or the
time for its performance may be extended, by the party or parties entitled to
the benefit thereof. Any such waiver shall be validly and sufficiently given for
the purposes of this Agreement if, as to any party, it is in writing signed by
such party or an authorized representative of such party. The failure of any
party hereto to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of any party
thereafter to enforce each and every such provision. No waiver of any breach of
this Agreement shall be held to constitute a waiver of any other or subsequent
breach.
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IN WITNESS WHEREOF, the parties have executed this Agreement
or caused this Agreement to be signed by their respective officers thereunto
duly authorized all as of the date first written above.
MAGNA INTERNATIONAL INC.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Chief Executive Officer
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice-President and Chief
Financial Officer
MAGNA MIRRORS ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice-President
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------------
Xxxxxxx Xxxxxx
Executive Vice-President
XXXXXXXX EXPORT CORPORATION
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
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XXXXXX XXXXXXX XXXXXXX AND XXXXXX
X. XXXXXXX, XX., Trustees of the Xxxxxx
Xxxxxxx XxXxxxx Living Trust U/A DTD 7/3/91
By: /s/ Xxxxxx X. XxXxxxx, Xx.
----------------------------------------
Name: Xxxxxx X. XxXxxxx, Xx.
Title: Co-Trustee
By: /s/ Xxxxxx Xxxxxxx-XxXxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxx-XxXxxxx
Title: Co-Trustee
XXXX X. XXXXXXX AND XXXXXXX X.
XXXXXXX, Trustees of the Xxxx X. Xxxxxxx 1999
Revocable Trust U/A DTD 3/31/99
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
XXXX X. XXXXX, Trustee of the Xxxx X. Xxxxx
Trust U/A DTD 4/9/92
By: /s/ Xxxx X. Xxxxx
-------------------------------------------
Name: Xxxx X. Xxxxx
Title: Trustee
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B. XXXXXXX XXXXXXXX, III
By: /s/ B. Xxxxxxx Xxxxxxxx, III
-----------------------------------------------------
Name: B. Xxxxxxx Xxxxxxxx, III
HUNTINGTON BANK, Successor Trustee of the
Xxxxxxxx X. Xxxxxxxx Trust U/A DTD 1/12/79
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee
HUNTINGTON BANK, Successor Trustee of the
Xxxxxxx X. Xxxxxxxx Trust U/A DTD 1/24/75
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee
HUNTINGTON BANK, Successor Trustee of the
Xxxxxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxxx
Trust U/A DTD 11/16/93
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: VP, Huntington Bank, Trustee of the
Xxxxxxx & Xxxxxxx Xxxxxxxx Unitrust UAD
11/16/93
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XXXXXXXXX X. XXXXXXXX, Trustee of the
Xxxxxxxxx X. Xxxxxxxx Trust U/A DTD 12/16/81
By: /s/ Xxxxxxxxx X. Xxxxxxxx
--------------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Trustee
XXXX XXXXXXXX, JR.
By: /s/ Xxxx Xxxxxxxx, Jr.
--------------------------------------------------
Name: Xxxx Xxxxxxxx, Jr.
M. XXXXX XXXXXXXX
By: /s/ M. Xxxxx Xxxxxxxx
-----------------------------------------------------
Name: M. Xxxxx Xxxxxxxx
XXXXXX XXXXXXX
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------------
Name: Xxxxxx Xxxxxxx
XXXXXXXX XXXXXX
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------------
Name: Xxxxxxxx Xxxxxx
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SCHEDULE A
NUMBER OF OWNED OR CONTROLLED SHARES
Owned Controlled Class B Owned Controlled Class A
Name of Shareholder Class B Common Stock Common Stock Class A Common Stock Common Stock
---------------------------- --------------------- --------------------- --------------------- ---------------------
Xxxxxx Xxxxxxx XxXxxxx and 273,815 0 33,603 0
Xxxxxx X. XxXxxxx, Xx.,
Trustees of the Xxxxxx
Xxxxxxx XxXxxxx Living
Trust U/A DTD 7/3/91
Xxxx X. Xxxxxxx and 218,353 145,000 65,492 33,413
Xxxxxxx X. Xxxxxxx,
Trustees of the Xxxx X.
Xxxxxxx 1999 Revocable
Trust U/A DTD 3/31/99
Xxxx X. Xxxxx, Trustee of 217,962 120,211 12,920 32,916
the Xxxx X. Xxxxx Trust
U/A DTD 4/9/92
B. Xxxxxxx Xxxxxxxx, III 77,147 460,570 29,422 76,883
Huntington Bank, Successor 76,517 0 62 0
Trustee of the Xxxxxxxx X.
Xxxxxxxx Trust U/A DTD
1/12/79
Huntington Bank, Successor 218,329 0 9,585 0
Trustee of the Xxxxxxx X.
Xxxxxxxx Trust U/A DTD
1/24/75
Huntington Bank, Successor 0 0 1,000 0
Trustee of the Xxxxxxx X.
Xxxxxxxx and Xxxxxxxx X.
Xxxxxxxx Trust U/A DTD
11/16/93
Xxxxxxxxx X. Xxxxxxxx, 197,301 519,082 140,928 377,979
Trustee of the Xxxxxxxxx
X. Xxxxxxxx Trust U/A DTD
12/16/81
Xxxx Xxxxxxxx, Jr. 107,739 0 91,012 0
M. Xxxxx Xxxxxxxx 90,149 0 63,098 0
Xxxxxx Xxxxxxx 81,590 0 16,750 0
Xxxxxxxx Xxxxxx 282,547 163,337 201,820 116,539
--------------------- --------------------- --------------------- ---------------------
TOTAL: 1,841,449 1,408,200 665,692 637,730
