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Holder Account Number

Form of Proxy — Special Meeting to be held on February 28, 2005

This Form of Proxy is solicited by and on behalf of Management

Notes to Proxy

1.   Every holder has the right to appoint some other person of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2.   If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3.   This proxy should be signed in the exact manner as the name appears on the proxy.

4.   If this proxy is not dated, It will be deemed to bear the date on which it is mailed by Management to the holder.

5.   The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6.   The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any mater to be acted on, the securities will be voted accordingly.

7.   This proxy confers discretionary authority in respect of amendments or variations to matters identified in the notice of meeting or other matters that may properly come before the meeting.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

Voting by mail may be the only method for holdings held in the name of a corporation or holdings being voted on behalf of another individual.
Voting by mail or by internet, are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead or mailing this proxy, you may choose one of the two voting methods outlined below to vote this proxy. Please have this proxy in hand when you call.

(GRAPHIC)

• Call the toll free number listed BELOW from a touch tone telephone. There is NO CHARGE for this call. 1 800 620-3509

• Proxy Instructions must be received by 10:00 am, Eastern Time, on February 24, 2005.

(GRAPHIC)

• Go to the following web site: www.computershare.com/ca/proxy.

• Proxy Instructions must be received by 10:00 am, Eastern Time, on February 24, 2005.

To vote by telephone or the Internet, you will need to provide your HOLDER ACCOUNT NUMBER and ACCESS NUMBER listed below.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Proxies submitted must be received by 10:00 am, Eastern Time, on February 24, 2005

006KIB


Appointment of Proxyholder
I/We being holders of Decoma International Inc., hereby appoint: Siegfried Wolf or, failing him, Alan J. Power or, failing him, R. David Benson	OR	Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of DECOMA INTERNATIONAL INC to be held at Glen Gould Studio, CBC Building, 250 Front Street West, Toronto on February 28, 2005 at 10:00 am and at any adjournment thereof.

Resolutions
Management recommends a vote FOR the following resolutions. Please read the resolutions in full in the accompanying Information Circular.


		For	Against
1.	BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:	o	o

1.     the plan of arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Decoma International Inc. (“Decoma”), the full text of which is attached as Exhibit C to the Management Information Circular/Proxy Statement (the “Circular”) of Decoma dated January 28, 2005, as the same may be or may have been modified or amended, is hereby authorized, approved and adopted;

2.     notwithstanding that this resolution has been passed by the Shareholders (as defined in the Circular) or that the Arrangement has been approved by the Ontario Superior Court of Justice, the directors of Decoma are hereby authorized and empowered without further notice to, or approval of, the Shareholders (i) to amend the arrangement agreement entered into between Decoma and Magna International Inc. on January 13, 2005 (the “Arrangement Agreement”) or the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement; and

3.     any one or more officers of Decoma is/are hereby authorized and directed for and on behalf of Decoma and whether under the corporate seal of Decoma or otherwise to execute and to deliver Articles of Arrangement, all such other agreements, instruments, certificates, amendments and other documents and to perform or cause to be performed all such other acts and things as such officer(s) may determine to be required, necessary or desirable in order to implement the Arrangement or otherwise give effect to the foregoing resolutions and the matters authorized hereby, and the execution of any such agreement, instrument, certificate, amendment or other document or the performance of any such act or thing shall be conclusive evidence of such determination by such officer(s).

Authorized Signature(s) — Sign Here — This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by management.

Signature(s)


		Date


n	D E C Q	+

006KJA

1.	Every holder has the right to appoint some other person of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2.	If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3.	This proxy should be signed in the exact manner as the name appears on the proxy.

4.	If this proxy is not dated, It will be deemed to bear the date on which it is mailed by Management to the holder.

5.	The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6.	The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any mater to be acted on, the securities will be voted accordingly.

7.	This proxy confers discretionary authority in respect of amendments or variations to matters identified in the notice of meeting or other matters that may properly come before the meeting.

•	Call the toll free number listed BELOW from a touch tone telephone. There is NO CHARGE for this call. 1 800 620-3509

•	Proxy Instructions must be received by 10:00 am, Eastern Time, on February 24, 2005.

•	Go to the following web site: www.computershare.com/ca/proxy.

•	Proxy Instructions must be received by 10:00 am, Eastern Time, on February 24, 2005.

	1. the plan of arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Decoma International Inc. (“Decoma”), the full text of which is attached as Exhibit C to the Management Information Circular/Proxy Statement (the “Circular”) of Decoma dated January 28, 2005, as the same may be or may have been modified or amended, is hereby authorized, approved and adopted;

	2. notwithstanding that this resolution has been passed by the Shareholders (as defined in the Circular) or that the Arrangement has been approved by the Ontario Superior Court of Justice, the directors of Decoma are hereby authorized and empowered without further notice to, or approval of, the Shareholders (i) to amend the arrangement agreement entered into between Decoma and Magna International Inc. on January 13, 2005 (the “Arrangement Agreement”) or the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement; and

	3. any one or more officers of Decoma is/are hereby authorized and directed for and on behalf of Decoma and whether under the corporate seal of Decoma or otherwise to execute and to deliver Articles of Arrangement, all such other agreements, instruments, certificates, amendments and other documents and to perform or cause to be performed all such other acts and things as such officer(s) may determine to be required, necessary or desirable in order to implement the Arrangement or otherwise give effect to the foregoing resolutions and the matters authorized hereby, and the execution of any such agreement, instrument, certificate, amendment or other document or the performance of any such act or thing shall be conclusive evidence of such determination by such officer(s).