Intention of Onex Corporation (Onex) to Convert our Multiple Voting Shares (MVS) into SVS

On March 14, 2023, a Schedule 13D/A filed by Gerald W. Schwartz disclosed that Onex intends to convert its MVS in Celestica then held into SVS on a one-for-one basis in approximately six months from such date. After a successful operational and financial transformation, we view this as the next logical step in our evolution.

Summary of Selected Q1 2023 Results

	Q1 2023 Actual		Q1 2023 Guidance (2)
Key measures:
Revenue (in billions)	$1.84		$1.725 to $1.875
Non-IFRS operating margin*	5.2%		5.0% at the mid-point of our revenue and non-IFRS adjusted EPS guidance ranges
Adjusted SG&A (non-IFRS)* (in millions)	$64.3		$56 to $58
Adjusted EPS (non-IFRS)*	$0.47		$0.41 to $0.47
Directly comparable IFRS financial measures:
Earnings from operations as a % of revenue	3.2%		N/A
SG&A (in millions)	$77.9		N/A
EPS(1)	$0.20		N/A

* See Schedule 1 for, among other things, the definitions of, and exclusions used to determine, these non-IFRS financial measures, a reconciliation of such non-IFRS financial measures to the most directly comparable IFRS financial measures for Q1 2023, and a description of modifications implemented during 2022 to the IFRS financial measures to which non-IFRS operating earnings and non-IFRS operating margin are reconciled. Schedule 1 also includes a description of a modification to the calculation of these non-IFRS financial measures commencing in Q1 2023 to account for a newly-applicable exclusion related to our total return swap.

⁽¹⁾ IFRS EPS of $0.20 for Q1 2023 included an aggregate charge of $0.29 (pre-tax) per share for employee SBC expense, amortization of intangible assets (excluding computer software), and restructuring charges. See the tables in Schedule 1 and note 8 to the Q1 2023 Interim Financial Statements for per-item charges. This aggregate charge slightly exceeded the high end of our Q1 2023 guidance range of between $0.22 to $0.28 per share for these items due to an unanticipated increase in employee SBC expense, driven by an increase in the estimated number of performance share units expected to vest in the first quarter of 2024.

IFRS EPS for Q1 2023 included a $0.04 per share negative impact attributable to restructuring charges and a $0.01 per share negative impact arising from taxable temporary differences associated with the anticipated repatriation of undistributed earnings from certain of our Chinese subsidiaries, offset by a $0.05 favorable tax impact attributable to the reversals of tax uncertainties in one of our Asian subsidiaries. See notes 8 and 9 to the Q1 2023 Interim Financial Statements.

IFRS EPS of $0.17 for Q1 2022 included a $0.04 per share negative impact attributable to other charges (consisting most significantly of a $0.02 per share negative impact attributable to restructuring charges and a $0.01 per share negative impact attributable to Transition Costs (defined in Schedule 1)), and as a result of supply chain constraints and COVID-19-related workforce expenses and constraints, a $0.03 per share negative impact attributable to estimated Constraint Costs (defined as both direct and indirect costs, including manufacturing inefficiencies related to lost revenue due to our inability to secure materials, idled labor costs, and incremental costs for labor, expedite fees and freight premiums, cleaning supplies, personal protective equipment, and/or IT-related services to support our work-from-home arrangements), all partially offset by a $0.04 favorable tax impact attributable to the reversal of tax uncertainties in one of our Asian subsidiaries. See notes 8 and 9 to the Q1 2023 Interim Financial Statements.

⁽²⁾ For Q1 2023, our revenue exceeded the mid-point of our guidance range, non-IFRS adjusted EPS was at the high end of our guidance range, and non-IFRS operating margin exceeded the mid-point of our revenue and non-IFRS adjusted EPS guidance ranges. Non-IFRS adjusted SG&A for Q1 2023 was higher than the high end of our guidance range due to the impact of foreign exchange. Our IFRS effective tax rate for Q1 2023 was 34%. Our non-IFRS adjusted effective tax rate for Q1 2023 was 22%, higher than our anticipated estimate of approximately 21%, mainly due to jurisdictional profit mix.

Q1 2023 Webcast and Annual Shareholders Meeting Webcast

Management will host its Q1 2023 results conference call on April 27, 2023 at 8:00 a.m. Eastern Daylight Time (EDT). The webcast can be accessed at www.celestica.com . Celestica's 2023 Annual Meeting of Shareholders (Meeting) will be held on April 27, 2023 at 9:30 a.m. EDT. As previously announced, the Meeting will be held virtually via audio-only webcast at https://meetnow.global/MR6KD4X . Online access to the Meeting will begin at 9:00 a.m. EDT.