Martinrea International Inc. Announces Shareholder Meeting and Adopts Advance Notice By-Law

Martinrea International Inc. Announces Shareholder Meeting and Adopts Advance Notice By-Law
  
 

TORONTO, ONTARIO--(Marketwired - Apr 21, 2014) - Martinrea International Inc. (TSX:MRE) ("Martinrea" or the "Corporation") is pleased to announce that it will hold an annual general and special meeting (the "Meeting") on June 19, 2014. The record date for the Meeting will be May 8, 2014.

Martinrea further announces the adoption by its Board of Directors of By-law No. 2 of the Corporation (the "Advance Notice By-law"), a by-law establishing a framework for advance notice of nominations of directors by shareholders of Martinrea. The Advance Notice By-Law provisions are well accepted governance standards to ensure all shareholders are treated fairly and receive timely information. In addition to being adopted by an overwhelming number of Canadian public companies, advance notice by-laws are supported by leading independent proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis") who, among other services, provide proxy voting recommendations to their clients including pension funds, investment managers, mutual funds and other institutional shareholders. ISS and Glass Lewis support additional efforts by companies to ensure full disclosure of a dissident shareholder's economic and voting position and to provide shareholders with the necessary information to review any proposed director nominees within a timely manner.

Among other things, the Advance Notice By-law fixes a deadline by which shareholders must submit a notice of director nominations to Martinrea prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid. Specifically, the Advance Notice By-law requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of Martinrea are made by shareholders other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the "OBCA") or (ii) a shareholder proposal made in accordance with the provisions of the OBCA.

In the case of an annual meeting of shareholders, notice to the Corporation must be given not less than 30 nor more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the tenth day following the notice date.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the meeting was made.

The Advance Notice By-law is effective immediately. In accordance with the OBCA, Shareholders of Martinrea will be asked to ratify and confirm the Advance Notice By-law at the Corporation's upcoming Meeting. The Advance Notice By-law will apply to the nomination of directors at the Meeting. Pursuant to the terms of the Advance Notice By-law, the deadline for notice of director nominations for the Meeting is May 20, 2014.

The full text of the Advance Notice By-law has been filed under Martinrea's profile at www.sedar.com, and posted on Martinrea's website at www.martinrea.ca.

About Martinrea International Inc.

Martinrea International Inc. (TSX:MRE) is a leader in the production of quality steel and aluminum metal parts, assemblies and modules and fluid management systems focused primarily on the automotive sector. Operating 38 plants in North America, South America, Europe and Asia, the Company is a Tier One supplier, serving vehicle manufacturers, automotive suppliers and other industrial sectors worldwide. For more information visit our website at http://www.martinrea.com/.

Rob WildeboerExecutive ChairmanMartinrea International Inc.[phone](289) 982-3001