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AGM 2023

Jun 1, 2023

Speaker 5

Forward-looking statements and non-IFRS measures. Today's presentation may contain forward-looking statements, which are any predictions, projections, or other statements about future events based on current expectations and assumptions. Actual results could differ materially from these forward-looking statements because of a variety of risks and uncertainties, known and unknown. You can consult BRP's public disclosures on SEDAR, including its latest annual information form dated March 22, 2023, and its corporate social responsibility report, dated June 1, 2023, for a description of the risks, uncertainties, and other factors that could influence actual results. BRP does not undertake any duty to update forward-looking statements. Some of the financial measures discussed over the course of this presentation are not recognized measures under IFRS.

You can refer to BRP's Q4 fiscal 2023 MD&A and Q1 FY 2024 MD&A for a complete definition and complete reconciliation of such measures to the IFRS measures.

20 years ago, a new story began. A new adventure. -Whoo! A step into the unknown. A promise that we would put our riders first, that we would be leaders, that we would take on the world, on water, on snow, on road, and off, we damn well did it. 20 years ago, we became BRP, we've never looked back. We've had our eyes on the horizon, our feet on the winner's podium. We've entered new territories, new playgrounds, and new technologies, this year, we celebrate all that we've accomplished together. We mark 20 years of adventure, drive, and innovation. 20 years of BRP. Share this moment with us. Join in the celebration. As we set course for the next 20, we say, "Bring it on!

José Boisjoli
Chairman of the Board, President, and CEO, BRP

Good morning. Welcome to BRP's Annual Meeting of Shareholders. My name is José Boisjoli. I'm BRP's Chairman of the Board, President, and CEO. If you don't mind, I'd like to share a message with our English-speaking audience, and I'll be back in French in a minute. Please take note that for the portions of the meeting that will be in English, you can benefit from translation in French at any time by clicking on the language icon on the right side of the webcast platform. Good morning. Welcome to BRP's Annual Meeting of Shareholders. My name is José Boisjoli, and I'm the Chair of the Board of Director of BRP and the President and Chief Executive Officer.

Please note that for the portion of the meeting that will be held in French, you can always benefit from the simultaneous English translation by clicking on the language icon on the right side of the webcast platform. If you have any question, you might submit them in the language of your choice.

In accordance with BRP's bylaws, I will act as chairman of the meeting. I would like to introduce to you the people who will be working with me here today. Sébastien Martel, CFO, BRP. Martin Langelier, BRP's Chief Legal Officer, and Barbara Samardzich, BRP's Senior Independent Director. We have agreed that Barbara will conduct the formal portion of the meeting in English. Barb, we are happy to have you here today.

Barbara Samardzich
Lead Independent Director, BRP

Thank you very much, José. It is a pleasure to be here today, and I am honored to be hosting the meeting for the first time this year as BRP's lead director. I regret that I am unable to address you in French, but if you have any questions, please feel free to submit them in the language of your choice. BRP shareholders have been invited to attend the meeting live via webcast, a method that has allowed us to reach as many shareholders as possible for the past three years. We would like to remind you of a few rules to ensure the orderly conduct of the meeting and to allow you to participate fully.

As described in the management proxy circular, only registered shareholders and validly appointed proxy holders registered with our transfer agent, Computershare Investor Services Incorporated, and who have been issued a control number in advance of the meeting, may attend, ask questions, and vote at the meeting. All other persons who wish to do so may attend the meeting as guests. Persons entitled to participate have the opportunity to submit questions to BRP at any time during the meeting electronically, directly on the webcast platform by clicking on the message icon and following the instructions that appear. Registered shareholders and proxy holders were also given the opportunity to transmit questions to BRP prior to the meeting by email. Please note that questions or comments that contain inappropriate language, are redundant or repetitive, will not be answered. For today's meeting, all matters will be voted on by a single electronic ballot.

Registered shareholders and proxy holders will be able to vote until the last item of business is voted on. I now call the meeting to order. In accordance with BRP's bylaws and the authority delegated by Jose as chair of the meeting, I will conduct the formal part of the meeting, and Martin will act as secretary. I have in front of me a copy of the notice of meeting, the proxy form, and the management proxy circular. Martin has provided me with proof of mailing of these documents, and I am now asking him to file these documents with the minutes of the meeting. In the absence of an objection, I am appointing representatives of Computershare, BRP's transfer agent, as scrutineers for the meeting. They will count the proxies and votes cast online today.

The report provided by Computershare prior to the meeting confirms that we have the prescribed quorum for both the multiple and subordinate voting shares. I would ask Martin to file this report with the minutes of the meeting. I also have with me the certificate of Computershare, indicating that the notice of meeting was properly given in accordance with the Canada Business Corporations Act and the bylaws of the corporation. Unless there is any objection, I will dispense with the reading of the notice of meeting. I request that a copy of the notice, together with proof of the mailing, be retained by Martin with the minutes of the meeting. I now declare the annual meeting of shareholders of BRP duly convened and validly constituted to proceed with the items on the agenda.

I would now like to say a few words about the agenda of the meeting and the voting procedure. The business to be conducted today is set out in the management proxy circular. We will begin the meeting with an overview and vote on the matters formally identified in the notice of meeting, followed by the preliminary voting results. Presentations will then be made by our President and Chief Executive Officer, José Boisjoli, and by our Chief Financial Officer, Sébastien Martel. Finally, there will be a Q&A session, during which BRP's management will answer questions submitted in advance of the meeting or electronically through the webcast platform during the meeting. Based on the preliminary count of proxies received and votes counted, the scrutineers have informed me that approximately 254 million votes for multiple voting shares and 29 million votes for subordinate voting shares are represented here today.

As mentioned earlier, proxy holders designated in accordance with the voting procedures and registered shareholders who have not already sent in a proxy and who are attending the live webcast, will be able to vote online on all agenda items using a single electronic ballot. At the appropriate time, you'll see the electronic ballot appear on the left side of your screen, allowing you to vote. Preliminary results will be announced later in the meeting, and final results will be posted on our website and on SEDAR by the end of the day. In order to facilitate the deliberations, since the meeting is being held in virtual form, I would ask Martin, in his capacity as a shareholder, to move all motions. Let's start with the first item on the agenda.

I now submit the consolidated financial statements of BRP for the year ended January 31, 2023, and the related auditor's report. As these documents have been sent in accordance with the provisions of the Canada Business Corporations Act to all shareholders who have requested them, I will dispense Martin from reading them. I request, however, that he files a copy of all these documents with the minutes of the meeting. We will now proceed with the election of BRP's directors. The term of office of the elected directors will begin today and continue until the next annual meeting of shareholders or until their successors are elected or appointed. BRP management proposes 12 nominees for election as directors of BRP. You have been provided on pages 22 to 33 of the management proxy circular with a short biography and other relevant information about each of them.

I would now ask Martin to introduce the proposed nominees as directors. Martin?

Martin Langelier
Chief Legal Officer, BRP

Merci, Barbara. I'm pleased to nominate each of the following persons for election as a director until the next annual meeting of shareholders, or until his or her select successor is elected or appointed.

... Élaine Beaudoin, Pierre Beaudoin, Joshua Bekenstein, José Boisjoli, Charles Bombardier, Ernesto M. Hernández, Katherine Kountze, Estelle Métayer, Nicholas Nomicos, Edward Philip, Michael Ross, Barbara Samardzich. You may have noticed from the circular that Louis Laporte is not standing for election as a BRP director this year. On behalf of the shareholders, the board of directors, and the entire BRP team, I would like to warmly thank him for his important contributions to BRP's success at every stage of our journey. Louis has been a member of the board of directors since BRP's creation in 2003, and has deeply been involved in the company's growth over this period. On that note-

Barbara Samardzich
Lead Independent Director, BRP

Thank you, Martin. Are there any questions from the participants about the nominations?

Martin Langelier
Chief Legal Officer, BRP

No, we have not received any questions or comments specifically on this motion.

Barbara Samardzich
Lead Independent Director, BRP

I declare the nominations closed, and we will now proceed to the vote. As a reminder, under recent amendments to the Canada Business Corporations Act, you may vote for or against each of these candidates. We will give you a few seconds to enter your vote, but you may vote or change your vote until the ballot closes, which will be when the last item on the agenda is presented. We will now proceed with the appointment of the auditor. I would ask Martin to make a motion to appoint the auditor.

Martin Langelier
Chief Legal Officer, BRP

Pursuant to the recommendation of BRP's Board of Directors, Audit Committee, and management, I propose that Deloitte be reappointed as BRP's auditor until the close of the next annual meeting of shareholders of BRP.

Barbara Samardzich
Lead Independent Director, BRP

Thank you, Martin. Are there any questions from participants about the appointment of the auditor?

Martin Langelier
Chief Legal Officer, BRP

No, we have not received any questions or comments specifically on this motion.

Barbara Samardzich
Lead Independent Director, BRP

Thank you. We'll now proceed to the vote. We will give you a few seconds to enter your vote, but you may vote or change your vote until the ballot closes, which will be when the last item on the agenda is presented. The agenda also provides that shareholders and their proxies will be asked to vote for or against the adoption of the advisory resolution on BRP's approach to executive compensation. You can read the text of this resolution on page 36 of the Management Proxy Circular. As explained in the Management Proxy Circular, BRP's approach aims at maximizing its overall performance by relying on the individual performance of its executive officers. Its objective is to retain, motivate, and reward executives for their performance and contribution to the long-term success of the corporation in order to improve BRP's performance and enhance value for shareholders and other stakeholders.

The board of directors of BRP recommends that you, as shareholders or proxies, vote for the adoption of this resolution. I would like to remind you that since this is an advisory resolution, the results of the vote will not be binding on BRP's board of directors. However, the members of the Human Resources and Compensation Committee will take it into account in their future review of the principal policies, programs, or arrangements relating to executive compensation. I would now ask Martin to make a motion to approve this resolution.

Martin Langelier
Chief Legal Officer, BRP

Sure. I propose in an advisory capacity, without diminishing the role and responsibilities of the board of directors, that shareholders accept the approach to executive compensation disclosed in the Management Proxy Circular.

Barbara Samardzich
Lead Independent Director, BRP

Thank you, Martin. Are there any questions from the participants on the advisory vote on executive compensation?

Martin Langelier
Chief Legal Officer, BRP

No, we have not received any questions or comments specifically on this motion.

Barbara Samardzich
Lead Independent Director, BRP

Okay. We will now proceed to a vote. If you have not yet voted on one or more of the items in the agenda, please do so now before we declare the vote closed. There being no further business to conduct, I declare the voting on all items of business closed. The scrutineers have completed the preliminary vote count for each of the items on the agenda. I would therefore invite Martin to share with us the preliminary results of the vote.

Martin Langelier
Chief Legal Officer, BRP

Very good. Thank you, Barbara.

Thank you, Barbara. I'm pleased to report that according to the scrutineers' report, all 12 nominees for election to the board of directors were duly elected between 93.53% and 99.99% of the votes cast in their favor. I would like to thank the board of directors for its strong governance and oversight. Thank you for your input and guidance in ensuring BRP's continued leadership in the powersport industry. I'd like to take this opportunity to welcome Élaine Beaudoin, a seasoned director and accomplished business leader, as a new director to BRP's Board of Directors. We are delighted to be able to count on her leadership and expertise. Deloitte's nomination was supported by over 99.76% of the votes cast.

In light of these results, I congratulate Deloitte on the renewal of their mandate and the confidence that you have shown in them. The advisory resolution on BRP's approach to executive compensation was adopted with 98.31% of the votes in favor.

...A press release concerning detailed official voting results will be posted on BRP's website and on SEDAR following the meeting. On that note, thank you.

Barbara Samardzich
Lead Independent Director, BRP

I would now like to invite BRP's President and CEO, José, and BRP's CFO, Sébastien, to make their presentations.

José Boisjoli
Chairman of the Board, President, and CEO, BRP

Thank you, Barbara. Dear shareholders, BRP partners, and guests, I'm pleased to report on our performance in fiscal year 2023, a year that was remarkable in many respects. Once again, BRP achieved record financial results. Revenues rose by 31% to break the $10 billion barrier for the first time in our history, whereas normalized EBITDA increased by 17% to hit $1.7 billion. Normalized net income amounted to $977 million and over $12 per share. In terms of the retail market, we achieved the number 1 ranking in the North American powersports industry, with a spectacular 5 percentage point jump in market share over the previous year to hit almost 35%.

This means that one out of every three powersports products sold worldwide is a BRP product. Over the years, we became number one in average for units sold per dealer. We even extended this lead towards the end of the year. I'm very proud of this achievement, because reaching the number one position was one of my objectives when BRP became a separate entity 20 years ago. Above all, our success illustrates the strength, resilience, and agility of our entire organization and our partners, as the year was marked by a number of challenges that we were able to overcome. At the same time, last year, we were faced with supply chain problems that limited our ability of components. However, our decision to manufacture essentially finished products while waiting for missing parts has paid off.

When the situation improved in the second half of the year and we received the components, we were able to finalize assembly quickly, either in our factories or with the support of our dealers, and convert these vehicles into retail sales. This strategy enabled us to stand out and outperform our competitors. In addition, last summer, a cyber incident forced us to temporarily halt production at our plants. However, the rapid intervention of our teams limited the scope of the incident, and by the end of the year, most of the production had been restored. Despite these challenges, we will continue to push back the boundaries of technology and develop products that redefine their markets. Fiscal year 2023 was no exception. We invested more than $365 million in R&D, while launching a large number of products to win even more market share.

First of all, in the all-season power sport market, the Can-Am brand has been enriched by several new products. In the side-by-side category, we have made a series of updates for the Maverick and Defender ranges. These aim at sport performance and utility markets, respectively. On the ATV side, we enhanced our offering by launching models for youngsters to offer a unique experience for the entire family. At the beginning of fiscal 2024, we unveiled an all-new generation of mid-cc recreational and utility ATV vehicles, the Outlander. This announcement represented BRP's most important launch in nearly a decade in this category, which accounted for almost over 50% of the ATV market and should allow us to expand our reach. Furthermore, the new Outlander platform offers 125 different accessory platforms or options from our exclusive LinQ system.

Our progress in the three-wheeler market also continues with gains of market share. We launched the new Spyder and Ryker packages with different color schemes and enhanced personalization options. On the seasonal product side, Sea-Doo recorded good performance, notably due to the first year of sales of the Switch pontoon boat. We also innovated and broke new ground by unveiling the Sea-Doo Explorer Pro, specifically designed for long excursions, and the Sea-Doo RXP-X Apex 300, which offers a level of performance unmatched in the personal watercraft industry. For snowmobiles, we celebrated the 20th anniversary of the introduction of the REV platform, which revolutionized the industry and made Ski-Doo to become number one in the world.

For the occasion, we unveiled our new REV Gen5 platform for the Ski-Doo brand, which was very well-received by dealers and snowmobile enthusiasts, as well as the new Radien 2 platform for Lynx. For 2024, we'll be introducing the MXZ X-RS with the new version of the Rotax 850 E-TEC Turbo R engine, featuring an industry-unique water injection system that boosts performance. This will be the most powerful two-stroke engine available on the market. Our revenues from parts, accessories, and apparel continue to rise in fiscal 2023, reflecting the ongoing growth of our product portfolio. This category is an important lever for building consumer loyalty and delivering an optimal customer experience. On the marine side of things, the group saw a slight drop in revenues at the beginning of last year, mainly due to supply chain issues that slowed down deliveries of new products.

This said, our outlook for the marine group remains positive. We are entering the new financial year on solid footing, thanks in particular to the introduction of the new Manitou, Alumacraft, and Quintrex models, featuring the revolutionary new Rotax S engine covered by MAX Deck, giving more space to the stern of the boat. This new generation of product will be an important lever in achieving our goal of generating $1 billion in revenues by fiscal 2025. Finally, to meet anticipated growth in demand, we have announced the construction of a new plant in Mexico to manufacture Manitou pontoons and Alumacraft boats as of 2025. We're also very proud of the many accolades that we have received from the media and industry players.

In this respect, 2022 was a remarkable year, with a total of 16 international design and innovation awards highlighting our expertise. The Sea-Doo Switch and Sea-Doo FishPro won 5 and 4 respectively. The Sea-Doo Switch pontoon was voted boat of the year by Boating Magazine, the world's leading recreational boating publication. Manitou Pontoons won innovation awards in the Minneapolis Boat Show and the METSTRADE Show in Amsterdam. Finally, the new Rotax S engine won 2 awards at the Miami International Boat Show last February, confirming that it is a game changer in the industry. This is just the beginning. We will continue to innovate and introduce new products that are at the cutting edge of technology. These new products will include our electric vehicle ranges.

Let's remember that two years ago, we committed to investing $300 million to electrify each of our existing product lines. To this end, this year, we launched the Rotax E10 for karts, a new electric powertrain for junior and recreational kart racers. It joins the Rotax E20, which is already offered to professional racers. At the beginning of 2023, we unveiled our first 2 electric snowmobile models, the Ski-Doo Grand Touring and the Lynx Adventure, specifically designed for the tour operator market. We also began to explore new, high-potential electric product categories. Last summer, we introduced the first 2 models in our electric motorcycle range, the Can-Am Origin and Can-Am Pulse. To support this expansion, we are building our first dedicated electric vehicle and battery plant in Querétaro, where these motorcycles will be assembled.

We're continuing to build awareness around the Can-Am brand. We'll be celebrating the 50th anniversary of our iconic brand at the club this August. Furthermore, we innovated with the new brand, Sea-Doo Rise, a brand-new board, commonly known as an eFoil. We've set ourselves the goal of being the key player in the growth of this sport, which allows you to surf above water. In order to further strengthen our expertise in the electric vehicle market, we completed 3 strategic acquisitions in fiscal 2023. Great Wall Motor Austria, specializing in electric drive systems and transmissions, an 80% stake in Pinion, a leading German company in gearbox technology for conventional and electric bicycles, and Kongsberg powers ports activities in Shawinigan. These acquisitions will allow us to explore as of yet untapped markets such as leisure, urban mobility, and services.

We estimate the size of these global markets at over Billion, I'm sorry, $70 billion. In order to capitalize on the opportunities in these markets, we created the LVHA group, which stands for Low Voltage and Human Assisted. This will focus on new categories that are low voltage and human-assisted products. With our new products in existing markets and our entry into new niches, the future looks bright for BRP. In the short term, we're keeping a close eye on the uncertain macroeconomic situation. We have repeatedly proven our ability to adapt and execute, to outperform the industry, and we are confident of another strong performance in fiscal 2024. Our investments in innovation and R&D should again enable us to increase our market share.

What's more, we have a number of products in the early stages of their growth cycle, as well as a solid pipeline of new products planned for this year. In the medium term, we remain on course to achieve our M25 targets of revenues of between $12 billion and $12.5 billion, and normalized earnings per share of between $13.50 and $14.50 by the end of the fiscal 2025. Last year at this meeting, I highlighted the launch of our new Corporate Social Responsibility program. Today, a year later, I'm very proud of the progress we've made towards our goals of reducing our carbon footprint and making a positive impact on communities where we operate.

We have already donated close to $2 million to community organizations throughout our Challenge Bullying program, because we believe that inclusion begins where bullying ends. In fact, we are currently reviewing our giving portfolio to align more investments in support of our collective cause. We have also embarked on a journey towards greater diversity, equity, and inclusion, and have set up a council made up of leaders and employees. Together, they implement strategies to move us forward and break down barriers. In conclusion, I'm very proud of what we have accomplished over the course of fiscal 2023. This success is the fruit of the hard work of our 23,000 employees, whose dedication, passion, and resilience are second to none. I thank them most sincerely. Our successes also reflect the strength of our manufacturing facilities, which are among the most efficient and technologically advanced in the industry.

I'm also very grateful to our vast network of nearly 3,000 dealers in over 130 countries around the world. Their support in bringing products to market further solidifies our reputation for quality and service. Thank you to members of the board of directors for their wise counsel and support. I'd like to take this opportunity to welcome Élaine Beaudoin to the BRP's board of directors. Ms. Beaudoin is a seasoned director, having served for 17 years on the board of the Can-Am Group. She replaces Mr. Louis Laporte, who has retired after 20 years as a BRP director. Louis, I would like to thank you very warmly for your valuable contributions and dedication over all these years.

In addition to your in-depth understanding of our industry, you are a motorsports enthusiast, a great user of all of our products, you will always be welcome to continue to give us your feedback. Finally, I'd like to thank all shareholders for their trust. We have jumped right into 2024, which marks several important milestones so far that I need to mention. Last Monday, on May 29th, we celebrated our 10th anniversary as a publicly traded company. The strong growth that we have experienced makes us very proud. Our revenues are three times higher than they were in 2013. Our normalized earnings per share diluted are 8 times higher, and most importantly, our market share in motorsports has almost doubled.

As a result, we created significant value for shareholders with an impressive share price performance, so an appreciation of 368% compared to the issuance price on the anniversary date, and $2.7 billion in dividend payments and share buybacks. As you saw in the opening video, BRP in December, will celebrate 20 years of existence as a separate entity. We plan to mark and celebrate this milestone in the coming months. We are thrilled to continue to innovate and to push the boundaries over the next few years. With that, I'll turn the floor over to Sébastien for a review of our financial performance for fiscal 2023 and the first quarter of fiscal 2024.

Sébastien Martel
Chief Financial Officer, BRP

Thank you, José. Hello to all. I will review our results. For fiscal 2023, and briefly discuss the results of the first quarter fiscal 2024, published earlier this morning. BRP concluded fiscal 2023 with record results in terms of revenues and net earnings. In addition, our financial position remains sound, and we continue to deploy our capital optimally. As José pointed out, revenues passed the $10 billion mark for the first time in our history, representing an increase of 31% over the previous year. This strong growth mainly reflects higher sales volumes to retailers and more favorable pricing. Normalized EBITDA amounted to over $1.7 billion or 17% of revenues, compared to nearly $1.5.

Net income totaled $977 million or $12.05 per diluted share, compared with $846 million or $9.92 per diluted share in the previous year. At the close of fiscal 2023, our financial situation remains sound, with a net debt to normalized EBITDA ratio of 1.5 times. This morning, we announced the results of the first quarter of fiscal 2024, ended April 30, 2023. Revenues rose by 34% to reach $2.4 billion. This increase reflects higher sales volumes in the side-by-side, three-wheeler, and personal watercraft categories, as well as increased deliveries of Sea-Doo pontoons. Normalized EBITDA amounted to $377 million, up 39% from $272 million in the first quarter of the previous year.

As a result, normalized net earnings were $192 million, or $2.38 per diluted share, versus $137 million or $1.66 per diluted share a year earlier. Our retail sales of motorized products rose by 3% in the first quarter of the current year compared with the previous year. Once again, we performed well and increased our market share, while the industry as a whole declined by 2% over the same period. On the basis of these results, we are staying the course for our forecast of fiscal 2024. We anticipate sales growth of between 9% and 12%, and an increase in diluted normalized EPS between 2% and 6%. This should result in EPS of between $12.05 and $12.75.

In closing, I'd like to thank all of our shareholders for their support and confidence in BRP. I now hand it over to Barbara for the rest of the meeting.

Barbara Samardzich
Lead Independent Director, BRP

Thank you, José and Sébastien, for this overview of the past year for BRP. We are now at the Q&A session. If you have not already done so, please submit your questions online by clicking on the messaging icon and following the instructions that appear. We will also respond to questions submitted electronically prior to the meeting at the address provided in the management proxy circular. I would like to remind you that your questions should be of interest to all shareholders and not of a personal nature. If your question relates to your personal situation, a BRP representative will contact you after the meeting if you have provided your contact information with your question. You can ask your question in either English or French. Martin, did we receive a question?

Martin Langelier
Chief Legal Officer, BRP

We've not received any questions yet, but we'll just wait a bit more to allow for questions to come in.

Barbara Samardzich
Lead Independent Director, BRP

Mm-hmm.

Martin Langelier
Chief Legal Officer, BRP

It looks like we've not received any questions, so that will be the end of our Q&A session. Back to you, Barb.

Barbara Samardzich
Lead Independent Director, BRP

Okay. All subjects on the agenda have been exhausted, and we have now reached the end of the meeting. I therefore declare the meeting closed and give the floor to José one last time.

José Boisjoli
Chairman of the Board, President, and CEO, BRP

Thank you, Barbara. In closing, I would like to thank all employees for their dedication over the course of this exceptional year that we have just closed. We owe them our success. I would also like to thank the management team and the members of the board of directors for their contribution and support. Going forward, I am confident that we will continue to stand out in our industry. With this, I thank you for your presence. Please take care.

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