AMENDMENT NO. 4 TO SCHEDULE 13D

0000950123-06-014986.txt : 20061208 0000950123-06-014986.hdr.sgml : 20061208 20061208155725 ACCESSION NUMBER: 0000950123-06-014986 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 GROUP MEMBERS: 445327 ONTARIO LIMITED GROUP MEMBERS: BERGENIE ANSTALT GROUP MEMBERS: FRANK STRONACH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MI DEVELOPMENTS INC CENTRAL INDEX KEY: 0001252509 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79210 FILM NUMBER: 061265768 BUSINESS ADDRESS: STREET 1: 455 MAGNA DR STREET 2: AURORA ONTARIO CITY: CANADA STATE: A6 ZIP: L4G7A9 BUSINESS PHONE: 9057136322 MAIL ADDRESS: STREET 1: 455 MAGNA DR STREET 2: AURORA ONTARIO CITY: CANADA STATE: A6 ZIP: L4G7A9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRONACH TRUST CENTRAL INDEX KEY: 0001262705 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O JOHN GUNNING STREET 2: 337 MAGNA DRIVE CITY: AURORA ONTARIO CANADA STATE: A6 ZIP: 9999999999 SC 13D/A 1 y27856zsc13dza.htm AMENDMENT NO. 4 TO SCHEDULE 13D AMENDMENT NO. 4 TO SCHEDULE 13D


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

MI Developments Inc.

(Name of Issuer)

Class B Voting Shares

(Title of Class of Securities)

55304X 20 3

(CUSIP Number)

Dan Fuoco
Magna International Inc.
445 Magna Drive
Aurora, Ontario L4G 79A
(905) 726-7123
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with a copy to:
Kenneth G. Alberstadt
Akerman Senterfitt LLP
335 Madison Avenue, Suite 2600
New York, NY 10017
(212) 880-3817

November 30, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		55304X 20 3	SCHEDULE 13D/A	Page		2		of		9


1	NAMES OF REPORTING PERSONS: STRONACH TRUST

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	00

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	ONTARIO, CANADA

		7	SOLE VOTING POWER:

NUMBER OF			409,284

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			409,284

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	409,284

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	74.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	00


CUSIP No.		55304X 20 3	SCHEDULE 13D/A	Page		3		of		9


1	NAMES OF REPORTING PERSONS: 445327 ONTARIO LIMITED

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	00

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	ONTARIO, CANADA

		7	SOLE VOTING POWER:

NUMBER OF			409,284

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			409,284

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	409,284

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	74.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		55304X 20 3	SCHEDULE 13D/A	Page		4		of		9


1	NAMES OF REPORTING PERSONS: BERGENIE ANSTALT

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	00

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	LIECHTENSTEIN

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			20,000

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			20,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	20,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	3.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	00


CUSIP No.		55304X 20 3	SCHEDULE 13D/A	Page		5		of		9


1	NAMES OF REPORTING PERSONS: FRANK STRONACH

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	00

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	AUSTRIA

		7	SOLE VOTING POWER:

NUMBER OF			465,006

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			20,000

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			465,006

WITH		10	SHARED DISPOSITIVE POWER:

			20,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	485,006

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	88.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN



CUSIP No. 55304X 20 3	SCHEDULE 13D/A	Page 6 of 9 Pages

Introduction

This Amendment No. 4 to Schedule 13D amends the Statement on Schedule 13D (the “Statement”) filed by Frank Stronach, the Stronach Trust and 445327 Ontario Limited (“445327”) on September 21, 2003, as previously amended (to among other things, add Bergenie Anstalt as a reporting person), with respect to the Class B Voting Shares (the “Class B Shares”) of MI Developments Inc., an Ontario, Canada corporation (“MID”). This Amendment No. 3 is being filed to report the reinstatement of certain previously reported arrangements, described in Item 6 below, relating to the succession of control over the capital stock of MID held by 445327 Ontario Limited (“445327”).

Item 1. Security and Issuer

This Statement relates to the Class B Shares. The principal executive offices of the Company are located at 455 Magna Drive, Aurora, Ontario, Canada, L4G 7K1 7A9.

Item 4. Purpose of the Transaction.

The purpose of the arrangements described in Item 6 below is to provide for the orderly succession of control over the capital stock of MID held by 445327 upon the death or disability of, or the occurrence of certain other events with respect to, Frank Stronach (any such event a “Transition Event”).

The reporting persons currently have no plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D with respect to MID.

Item 5. Interest In Securities Of The Issuer.

Frank Stronach acts as one of three trustees of the Stronach Trust. The remaining trustees of the Stronach Trust are Elfriede Stronach and Andrew Stronach, who are immediate family members of Frank Stronach. Frank Stronach is entitled to appoint additional trustees and to remove trustees. Determinations by the Stronach Trust are made by a majority of the trustees, which majority must include Frank Stronach. The Stronach Trust owns more than 99.9% of the outstanding voting securities of 445327.

The remainder of the information in Item 5 is unchanged.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On March 4, 2005, the Stronach Trust, as sole shareholder of 445327, adopted two representative designations with respect to 445327 under Section 102(2) of the Ontario Business Corporations Act (the “OBCA”). The first designation (the “First Original Designation”) appointed Frank Stronach as 445327’s authorized representative to exclusively represent 445327 at all meetings of the shareholders of MID and to vote all shares of capital stock of MID owned by 445327 solely in the manner directed by the Stronach Trust. The second designation (the “Second Original Designation” and, together with the First Prior Designation, the “Original Designations”) appointed Belinda Stronach, effective upon the death or disability of the reporting person and upon the occurrence of certain other events, as 445327’s authorized



CUSIP No. 55304X 20 3	SCHEDULE 13D/A	Page 7 of 9 Pages

representative with respect to shares of MID capital stock held by 445327. Belinda Stronach is an immediate family member of Frank Stronach.

On or about September 15, 2005, Belinda Stronach resigned as the sole director and officer of 445327 and as a trustee of the Stronach Trust. On or about September 16, 2005, the following actions were taken: (i) Frank Stronach and Elfriede Stronach were elected as the directors of 445327, (ii) Elfriede Stronach was appointed as President and Secretary of 445327, (iii) the Stronach Trust and Belinda Stronach, constituting all of the shareholders of 445327, adopted a representative designation in replacement of the First Original Designation that appointed the reporting person as the voting representative of 445327, (iv) the Second Original Designation was revoked, (v) the existing Unanimous Shareholder Agreement of 4453427 was terminated, except for a provision permitting the Stronach Trust to purchase Belinda Stronach’s shares in 445327, and (vi) Belinda Stronach executed a power of attorney in favor of a third party with respect to such shares. The Stronach Trust, 445327 and Belinda Stronach then entered into a an Amended and Restated Unanimous Shareholder Agreement. The purpose of these actions was to divest Belinda Stronach of interests relating to 445327 and its portfolio companies, including MID, to the extent required by the Conflict of Interest and Post-Employment Code for Public Office Holders (2004) of the Government of Canada (the “Code”). Following these actions, the parties to the agreements and instruments described above entered into and placed in escrow a second series of documents (the “Release Documents”) intended to permit the reinstatement of the Original Designations and related arrangements at such time as Belinda Stronach would no longer be subject to the Code.

Effective December 23, 2005, the capital of 445327 was reorganized. In connection with this reorganization, all of voting common shares of 445327 held by the Stronach Trust were converted into a new class of voting securities, and a new shareholder, 445327 Trust, subscribed for and was issued common shares of 445327 representing less than 0.1% of the total voting securities of 445327. Elfriede Stronach is the sole trustee of 445327 Trust. Following this reorganization, the Stronach Trust continued to control all decisions by 445327 regarding the voting and disposition of the Class B Shares held by 445327.

On or about February 2, 2006, Belinda Stronach ceased to be subject to the Code, except for the application of its post-employment provisions. On or about November 30, 2006, the aforementioned escrow was cancelled without the release of the Release Documents and the following actions were taken in lieu of such release: (i) Frank Stronach and Elfriede Stronach resigned as directors of 445327 and were replaced by Belinda Stronach, who was appointed the sole director of 445327, (ii) Elfriede Stronach resigned as President and Secretary of 445327 and was replaced by Belinda Stronach, who was appointed President and Secretary; (iii) Elfriede Stronach was appointed the Treasurer of 445327; and (iv) the Stronach Trust, the 445327 Trust, and Belinda Stronach, constituting all of the shareholders of 445327, reinstated the Original Designations. The Stronach Trust, the 445327 Trust, 445327 and Belinda Stronach then entered into a revised Amended and Restated Unanimous Shareholder Agreement (the “New USA”).

The combined effect of the reinstatement of the Original Designations and the adoption of the New USA is to provide for (i) the voting of MID capital stock held by 445327 in the manner directed by the Stronach Trust prior to the occurrence of a Transition Event, (ii) the voting of MID capital stock held by 445327 in Belinda Stronach’s discretion following the occurrence of a Transition Event, (iii) the revocation of either or both Original Designations and the termination of the New USA at the Stronach Trust’s discretion prior to the occurrence of a Transition Event



CUSIP No. 55304X 20 3	SCHEDULE 13D/A	Page 8 of 9 Pages

and (iv) the revocation of the Second Original Designation and the termination of the New USA only with Belinda Stronach’s agreement following the occurrence of a Transition Event.

The foregoing arrangements are not expected to result in any change in the manner in which capital stock of MID held by 445327 is voted prior to the occurrence of a Transition Event. The purpose of the foregoing arrangements is to provide for succession of control over the capital stock of MID held by 445327 upon the occurrence of a Transition Event, and prior to the occurrence of a Transition Event such arrangements are revocable by the Stronach Trust.

The description herein of the Original Designations and the New USA and the matters contemplated thereby is qualified in its entirety by reference to the Original Designations and the USA.

Item 7. Material to be Filed as Exhibits


Exhibit A		Joint Filing Agreement†

Exhibit B		Resolutions of the Shareholders of 445327(First Original Designation)

Exhibit C		Resolutions of the Shareholders of 445327(Second Original Designation)†

Exhibit D		Amended and Restated Unanimous Shareholder Agreement dated as of November 30, 2006 among 445327, the trustees of Stronach Trust, the trustees of 445327 Trust, and Belinda Stronach.†

† Previously filed.



CUSIP No. 55304X 20 3	SCHEDULE 13D/A	Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: November 30, 2006



/s/ FRANK STRONACH
Frank Stronach


STRONACH TRUST
By:	/s/ FRANK STRONACH
	Name:	Frank Stronach
	Title:	Trustee

445327 ONTARIO LIMITED
By:	/s/ BELINDA STRONACH
	Name:	Belinda Stronach
	Title:	President

BERGENIE ANSTALT
By:	Präsidial Management Anstalt
	Director of Bergenie Anstalt



By:	/s/ JÜRG KELLER
	Name:	Jürg Keller
	Title:	Director


By:	/s/ JOHANNES DÜR
	Name:	Johannes Dür
	Title:	Director

EX-99.B 2 y27856zexv99wb.htm EX-99.B: RESOLUTION OF THE SHAREHOLDERS EX-99.B

EXHIBIT B

RESOLUTION OF THE SHAREHOLDERS

445327 ONTARIO LIMITED
(the “Corporation”)

APPOINTMENT OF FRANK STRONACH AS REPRESENTATIVE OF THE CORPORATION

WHEREAS

A.		The Corporation holds shares in the capital stock of Magna International Inc. (“Magna”) and MI Developments Inc. (“MID”) and may from time to time acquire and hold shares of other bodies corporate which are, or in the future become, successors to all or part of the business or undertaking of Magna or MID from time to time, including any shares held directly or indirectly by any affiliate or subsidiary (as such terms are defined in the Business Corporations Act (Ontario) (“OBCA”)) of Magna or MID or of other bodies corporate any of the shares of which are, or have been previously, owned directly or indirectly by Magna or MID and which shares have been, or in the future are, distributed or otherwise transferred to any of the shareholders of Magna or MID (collectively, the “Magna Entities”);

B.		Each of the Corporation, Magna and MID are incorporated under and are governed by the OBCA;

C.		The Corporation wishes to authorize an individual (the “Representative”) to represent it at meetings of the shareholders of Magna and MID and, to the extent that the Corporation owns shares in the capital stock thereof, at meetings of any other Magna Entity; and

D.		The discretion, rights and powers of the directors of the Corporation (including each individual who is now a director of the Corporation or is subsequently elected or appointed a director of the Corporation) to manage, and supervise the management of, the business and affairs of the Corporation is restricted by an amended and restated unanimous shareholder agreement between the shareholders of the Corporation and the Corporation made the 30^th day of November, 2006 (as amended, restated, superseded, replaced or otherwise modified from time to time, the “USA”);

NOW THEREFORE BE IT RESOLVED that:

Frank Stronach is hereby appointed as the Corporation’s authorized representative to exclusively represent the Corporation at all meetings of the shareholders of Magna and to act on the Corporation’s behalf at all such meetings, and he is hereby authorized to exercise on behalf of the Corporation all the powers it could exercise if it were an individual holder of shares in the capital stock of Magna, including the right and power to

-2-

		exercise all voting rights attaching or applicable to any shares in the capital stock of Magna owned directly by the Corporation from time to time and to exercise those rights and powers by, without limitation, executing and delivering on behalf of the Corporation all necessary or desirable documents or instruments in writing, including all proxies, ballots and resolutions in writing in lieu of an actual meeting of shareholders, subject always to the requirement that those rights and powers shall only be exercised by him in the manner directed by the Trustees of Stronach Trust in accordance with Section V(I) of the trust indenture constituting Stronach Trust dated the 18^th day of February, 1991 (the “Trust Indenture”) and otherwise in accordance with the provisions of the Trust Indenture.

2.		Subject to the terms hereof, Frank Stronach is hereby appointed as the Corporation’s authorized representative to exclusively represent the Corporation at all meetings of the shareholders of MID and to act on the Corporation’s behalf at all such meetings, and he is hereby authorized to exercise on behalf of the Corporation all the powers it could exercise if it were an individual holder of shares in the capital stock of MID, including the right and power to exercise all voting rights attaching or applicable to any shares in the capital stock of MID owned directly by the Corporation from time to time and to exercise those rights and powers by, without limitation, executing and delivering on behalf of the Corporation all necessary or desirable documents or instruments in writing, including all proxies, ballots and resolutions in writing in lieu of an actual meeting of the shareholders subject always to the requirement that those rights and powers shall only be exercised by him in the manner directed by Stronach Trust.

3.		Frank Stronach is hereby appointed as the Corporation’s authorized representative to exclusively represent the Corporation at all meetings of the shareholders of any of the other Magna Entities (if, as and when any shares in the capital stock of any Magna Entity are acquired directly by the Corporation) and to act on the Corporation’s behalf at all such meetings, and he is hereby authorized to exercise on behalf of the Corporation all the powers it could exercise if it were an individual holder of shares in the capital stock of any Magna Entity, including the right and power to exercise all voting rights attaching or applicable to any shares in the capital stock of any Magna Entity owned directly by the Corporation from time to time and to exercise those rights and powers by, without limitation, executing and delivering on behalf of the Corporation all necessary or desirable documents or instruments in writing, including all proxies, ballots and resolutions in writing in lieu of an actual meeting of shareholders subject always to the requirement that those rights and powers shall only be exercised by him in the manner directed by Stronach Trust.

4.		The appointments and authorizations under paragraphs 1, 2 and 3 of this resolution are made, as applicable depending on the governing corporate statute of the corporation or corporations whose shares are described in paragraphs 1, 2 and 3, pursuant to subsection 102(2) of the OBCA, subsection 140(2) of the Canada Business Corporations Act (“CBCA”) and the provisions of any other applicable corporate statute that are substantially the same as subsection 102(2) of the OBCA and 140(2) of the CBCA, as the case may be (“collectively, the “Applicable Provisions”). The Corporation shall prepare or cause to be prepared all such other documents and instruments as are necessary from

-3-

		time to time to give effect to any appointments and authorizations made under paragraphs 1, 2 and 3 pursuant to the Applicable Provisions.




5.		The appointments and authorizations under paragraphs 1, 2 and 3 of this resolution shall automatically terminate and, subject to paragraph 6 below, shall be of no force or effect immediately upon (i) the death of Frank Stronach; (ii) the mental incompetency of Frank Stronach; (iii) the voluntary resignation of Frank Stronach as the appointee hereunder; (iv) the voluntary resignation of Frank Stronach as Trustee of Stronach Trust; and (v) the failure or inability of Frank Stronach to exercise his powers as and when required under the appointments made herein, which failure or inability is not due to his death, mental incompetency or abstention. For the purposes of this resolution, Frank Stronach shall be deemed to be mentally incompetent upon the occurrence of any one or more of the following events (in each case referred to in this resolution as, a “Competency Decision”):

	(a)		a Court has found him to be incapable of managing property in a proceeding under the Substitute Decisions Act (S.O. 1992 as amended, superseded, substituted or replaced from time to time, hereinafter referred to as the “SDA”);

	(b)		an assessor (as such term is defined by the Regulations to the SDA) has issued a certificate of incapacity certifying that he is incapable of managing property pursuant to the SDA;

	(c)		a certificate of incapacity has been issued under the Mental Health Act (R.S.O. 1990, as amended, superseded, substituted or replaced from time to time, hereinafter referred to as the “MHA”) certifying that he is incapable of managing property; or

	(d)		a finding, certification, declaration, judgement or decision with regard to Frank Stronach’s capacity to manage property has been made, on substantially the same basis as provided under the SDA or the MHA, pursuant to the applicable laws of any other jurisdiction that has proper jurisdiction over Frank Stronach’s person or property.

In the event that (i) the appointments made hereunder are terminated pursuant to section 5(v) and Frank Stronach’s ability to exercise his powers as and when required under the appointments made herein are subsequently restored (where Frank Stronach had previously failed or been unable to exercise those powers other than by reason of death, mental incompetency or abstention); or (ii) a Competency Decision is reversed, rescinded, terminated or otherwise ceases to be of force and effect by way of Court order or by way of any other procedure under the applicable laws pursuant to which the Competency Decision was issued, (in the case of (i) and (ii), each a “Reversal Event”) the appointments and authorizations under paragraphs 1, 2 and 3 of this resolution shall again become enforceable and effective as of the date on which the Reversal Event occurs without prejudice to any actions taken by or on behalf of the Corporation in the period in which the appointments and authorizations hereunder were terminated.

-4-

7.		The exercise by Frank Stronach on behalf of the Corporation of all of the power it could exercise if it were an individual holder of shares in the capital stock of Magna, MID or any other Magna Entity, including the right and power to exercise all voting rights attaching or applicable to any shares in the capital stock of Magna, MID and any other Magna Entities, as applicable, and the exercise by Frank Stronach of the voting rights attaching to the Magna, MID or any other Magna Entity shares shall be conclusive evidence that the exercise of such rights and powers and the voting of such shares were carried out by him in the manner directed by the Trustees of Stronach Trust and in accordance with the relevant provisions of the Trust Indenture.

8.		All previous resolutions regarding the subject matter of this resolution are hereby revoked and are superseded by this resolution.

9.		This resolution may be executed by the parties in several counterparts each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. This resolution may be delivered by fax or other form of electronic means of recorded communication.

(Signatories continued on the following page.)

-5-

THE UNDERSIGNED, being all of the shareholders of the Corporation, exercising the powers of the board of directors of the Corporation by virtue of an amended and restated unanimous shareholder agreement dated November 30, 2006 (as the same may be amended, superseded or replaced), hereby pass the foregoing resolution pursuant to the provisions of the Business Corporations Act (Ontario). These resolutions may be executed in separate counterparts, each of which shall be deemed to be an original, and signatures delivered by telefacsimilie transmission or other electronic means shall be received and treated as originals for all purposes.

DATED the 30th day of November, 2006.


TRUSTEE OF 445327 TRUST		TRUSTEES OF STRONACH TRUST

/s/ ELFRIEDE STRONACH		/s/ FRANK STRONACH

Elfriede Stronach, Trustee		Frank Stronach, Trustee

		/s/ ELFRIEDE STRONACH

		Elfriede Stronach, Trustee

/s/ BELINDA STRONACH		/s/ BELINDA STRONACH

Belinda Stronach		Belinda Stronach, Trustee

		/s/ ANDREW STRONACH

		Andrew Stronach, Trustee