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AGM 2015

Jun 11, 2015

Speaker 1

Madam. So ladies and gentlemen, good morning. Welcome to BRP's Annual Meeting of Shareholders. I'm pleased to also welcome the participants who are following our meeting at the BRP website. I now ask all our participants in the room to turn off their cell phones and other electronic devices immediately and for the duration

Speaker 2

of the meeting. Raymond, good morning. Welcome to BRP's Annual Meeting of Shareholder. I also welcome all the participants who are joining this meeting via our website. I would kindly ask that you turn off your mobile phones and all other electronic device at this time for the duration of this meeting.

Speaker 1

Our meeting will be conducted in French. A simultaneous English translation service is available. If you have not already done so, I invite you now to get a simultranslation device from our attendance. For participants watching our meeting on our website, a simultaneous English translation is also available.

Speaker 2

Our meeting will be conducted in French. A simultaneous English translation service is available. If you have not already done so, I invite you to now get a simultaneous translation delights from our attendance. For participants watching our meeting on our website, a simultaneous English translation is also available.

Speaker 1

I am pleased to announce that this annual meeting of BRP will be certified silver according to the Eco Responsible Management Guide for BRP. I'd like to introduce the people who will assist me during this meeting. Jose Boisjeli, Chairman and CEO of BRP Martin Langelier, Senior Vice President, Legal Services and Public Affairs of BRP. Before starting the meeting, I'd like to invite Mr. Jean Lely to give you the instructions relating to security.

If there is a fire alarm, we ask you to remain calm and to head towards the emergency exits. 2 exits are located on either side of the room and another one at the back at the right. Please take the time to locate them. Please note that the assembly point is at the back of the building at the end of the parking lot in the design center. Thank you.

By virtue of the general rules of BRP, I will chair this meeting and Mr. Langelier will act as secretary. I have in front of me a copy of the notice of meeting to the Annual General Assembly, the proxy form as well as the circular to solicit proxies from management. Mr. Langelier has given me proof that these documents were sent out, and I would like to ask Mr.

Langelier was convened to deal with the issues mentioned in the notice of meeting. Claire Girard and Mark Thompson from Computershare Investor Services Inc. Will act as scrutineers for this meeting. The report given by Computershare Investor Services Inc. Before the start of the meeting confirms that we have the prescribed quorum both for multiple voting shares as well as for subordinate shares.

I ask that Mr. Langevalier include this report in the file for this meeting. I therefore declare that this Annual General Meeting of Shareholders of BRP duly and validly convened and constituted for those affairs for which it was convened. Before starting, I'd like to say a few words on how the meeting will unfold and on the voting procedure. The subjects that will be dealt with today can be found in the proxy solicitation circular from management.

Additional copies are available at the scrutineers table at the entrance. We will start the meeting with the study of those questions officially listed in the notice of meeting. A presentation will then be done by our CEO, Mr. Jose Boisjoli, followed by a Q and A for shareholders and proxy holders. I ask those who will speak during this meeting to please introduce step up to the microphone in the room, identify yourselves clearly for the benefit of those shareholders present and confirm your status as a shareholder of the company or as a proxy holder?

According to the preliminary counting of proxies received and shareholders listed and proxy holders who will vote in person as described in the proxy solicitation circular, the scrutineers have informed me that about 474,000,000 votes for multiple vote shares and 31,000,000 for subordinate shares are represented here today. The vote will be by ballot for all questions on the agenda today. The proxy holders, according to the voting procedure and listed shareholders who haven't sent in a proxy, have received a ballot for each motion. Now let's move on to the first item on the agenda. I now submit the consolidated financial statements of BRP for the fiscal year ended January 31, 2015, as well as the auditors' reports on these financial statements.

However, since these documents were sent in compliance with the law to all the shareholders who have requested them, I dispense Mr. Lazarier from reading them. However, I ask him to include a copy of all these documents in the meeting file. We will now move on to the election of BRP Board members. The term of elected members will start today and will continue until the next Annual General Meeting of shareholders or until the election or nomination of the replacements.

Management of BRP is moving 13 candidates to be elected as or suggesting 13 members to be elected. In Pages 16 to 28 of the 2015 circular, you were able to read a short biography as well as other information on each and every one of them. I now ask for a motion to nominate the Board members whose names appear in the 2015 circular. Mr. Chairman, my name is Philippe Normand and I am a BRP shareholder.

I move the nomination of the 13 following people to act as Board members of BRP until the next Annual General Meeting of Shareholders of the company or until the election or nomination of their successors. Laura Baudoin, Joshua Bekenstein, Jose Boisjoldi, J. R. Andre Bombardier, Michael Henley, Yvonne Hao, Louis Laporte, Carlos Mezzerin, Estelle Mitelier, Nicholas Nomikos, Daniel O'Neill, Edward Phillip and Joseph Robbins. Thank you.

Do we have someone to second this motion? Mr. Chairman, my name is Francois Vaillancourt, and I am a shareholder of BRP. I second this motion. Thank you.

The motion was duly moved and seconded. Since there are no further candidates as Board members for BRP, I ask Mr. Angelie to proceed with a vote. So I'd like to invite the shareholders and proxy holders to fill out the blue ballot if it hasn't been done. The name of each of these candidates is on the ballot.

Simply by signing your ballot, you will vote for all 13. If you prefer to abstain for 1 or many of the candidates, please indicate it on your ballot, the blue ballot. I will now ask those who have filled their ballot to raise your hand, and I will ask the scrutineers to pick up the blue ballots. Okay. So the voting is now closed.

Based on the proxies received before the meeting corresponding to 98% of votes, I confirm the election of all 13 candidates moved as board members. The final results of the vote will be disclosed through a press release later in the day. Thank you. I want to congratulate each of the 3rd board members that you have just elected. I would like to thank the Board of Directors for its governance and its monitoring that was exercised with a lot of rigor.

Thank you for your contribution and for your enlightened advice that allow BRP to continue to show leadership in the motorized sports industry? Thank you. We will now move on to the nomination of the BRP auditors. The Board of Directors as well as BRP management recommends to continue with Deloitte as auditors for BRP. Today, they are represented Mr.

Pierre Brodard. Their mandate will finish at the closing of the NEST Annual General Meeting of the shareholders of the company. I now ask for a motion to renew Deloitte as auditors for BRP. Mr. Chairman, my name is Michael Henley.

I am Chairman of the Audit Committee and shareholder of BRP. I move that Deloitte be designated as auditor of BRP until the end of the next Annual General Meeting of Shareholders of the company. Thank you. Do we have someone to second this motion? Mr.

Chairman, my name is Annie Biron. I'm a shareholder of BRP. I second this motion. Thank you. The motion has been moved and seconded.

You must now vote on Deloitte as auditors for BRP. I ask Mr. Langelier to proceed with a vote. I invite the registered shareholders and proxy holders having received a ballot to fill out the yellow ballot if it hasn't already been done. I now ask those who have filled out a ballot to raise your hand.

And please, as scrutineers, please pick up these yellow ballots. Percent of votes, I confirm the nomination of Deloitte as auditor of BRP. The final results of the election will be made available on SEDAR. Thank you. In light of these results, I want to congratulate Deloitte for the renewal of their mandate and the confidence that you have shown them.

This concludes the official points of the notice of meeting. I now invite the President and Chief Executive Officer of BRP to give you his presentation. Thank you, Laura. Shareholders, colleagues and distinguished guests, allow me first to welcome you to the Annual General Meeting of Shareholders of BRP. It's with a great deal of pleasure that I speak to you today to talk about our for the coming years.

Speaker 3

Today, we'll be in France, but first, I would like to say a few words in English. Our 2nd year as a public company was more challenging than what we had anticipated as a result of change in our production due to the introduction of many new products, the unstable political and economic situation Russia the evaluation of foreign exchange currency and the long winter, which had a good impact on snowmobile sales, but delayed the spring sales of our Can Am Off Road and Sea Do Watercraft last year. We nevertheless managed to deliver strong and meet our guidance strong results and meet our guidance. Our revenue grew by 10% to reach $3,500,000,000 and normalized EPS up 17% to $1.65 It was overall a good year, and I want to thank the teams and invite you to find out more about our activity in this year annual review.

Speaker 1

Our results for the fiscal year ended last January 31 were in line with our forecast. We declared a 10% growth in terms of income and of 17% for the normalized profit per share. The year, however, was more difficult than anticipated. Historically, ERP profits in the 1st 6 months are at around 40% 60% for the second half. The 2014, 20 15 fiscal year was very different.

The introduction of new products, the changes in the exchange rate, the situation in Russia and a long winter that postponed spring sales meant that the distribution was closer to 20% for the 6 1st months and 80% for the 2nd 6 months. These results created some uncertainty in the markets, uncertainty that was reflected throughout the year on the value of our shares that has fluctuated considerably. Let's look at some highlights of the 2015 year. All our brands and products have had their novelties or technology innovations. In the snowmobiles, the introduction of the T3 kit on the Summit Excadu allow drivers to navigate at lower speed in deep snow while having incredible power to climb mountains.

This agility is now possible. Thanks to a 174 inches track that we introduced, the longest track in the industry. Now for Lynx snowmobiles, DRP introduced for Scandinavian countries the Rave Lynx racing edition snowmobile With an electronic suspension, including electronic control of the shock absorbers, it allows the driver to adapt to the conditions for a very considerable ride. These innovations for the Ski Doo and Link brands confirm our leadership in the industry. Let's now talk about the watercraft market.

When we presented the Sidhu Spark Watercraft in September 2013, our objective was to re launch the industry. Today, we can say that we've succeeded. The sales in the watercraft industry have increased by 20% in 2014, one of the strongest growths in the last decade and it is directly attributable to this innovation. Moreover, the average age of purchasers have has decreased markedly and the percentage of first buyers increased for the first time in the last 5 years. The results are clear.

The Spark Watercraft has relaunched the industry. We also marketed the CD search and rescue watercraft, ideal for rescue work. This specialized watercraft has characteristics that allow us to intervene during emergency situations. In terms of outboard engines, 2014 was a watershed year. We revolutionized the industry by launching the 2nd generation of Evinrude E Tech Engines, the ETG2.

Audacious engines, a vertical rather than horizontal engine, very different from conventional engines as well as removable panels that can match the colors of the different boats. For a more homogeneous look, we also redesigned the engine mount, thanks to our clean rigging system. These new Evinrude engines also set performance standards that are unequaled in terms of torque 20% more of gas savings 15% less and emissions 75% less than the best of 4 stroke engines. When we decided to introduce the Evinrude Etex G2 engine, our objective was to change the dynamics of the industry. We had to create a wow effect with the consumers in order to induce boat manufacturers and dealers to deal with us.

The results are encouraging. We have signed since its introduction in June 2014, 28 new boat builders and more than 99 Evinrude dealers throughout the world. And that's just a start. We are re launching Evinrood. Our objective is to double our sales within 5 years.

In terms of off road vehicles, we have entered into the ATV segment and the medium sized engine segment with the Can Am family with the Outlander L. This represents 50% of the ATV market and an interesting growth for the Can Am brand. Now in terms of side by side vehicles, we've set a new reference in the industry with our new Can Am Mavericks XDS Turbo, the 1st turbo engine that since its introduction, we've taken the leadership of the racing segment and we're well positioned in the ultra sport segment. Now all still on Can Am, we've introduced the Spyder F3 to the media and dealers last September. Since then, it received a lot of positive comments and a lot of new customers for BRP, the cruisers.

This segment represents 2 third of the motorcycle market and I'm confident that with the F3 family, we will increase the notoriety of the Can Am Spyder brand and that we will continue our growth in the market. In terms of engines and propulsion systems, we've also marketed a new engine, a better climb rate, it is easier to operate and it offers a better range. We've also introduced a new generation of cart engines, the Rotax 125 EVO, more reliable than the Rotax 125. It impresses by its ease of use and its improved endurance and this decreases operation and maintenance costs for our customers. With regards to parts, accessories and focus on innovation.

BRP's DNA resides in its ability to see always further to have ideas that will turn into new products that will surprise the consumers. We can say that 2014 was an important year in terms of innovation as I've just mentioned it. 2nd, with regards to growth of the all season category, we've moved forward. We have strengthened our position in the most important segment of ATVs, average engine size, thanks to the introduction of the Outlander L Series and our broadened range of side by side vehicles in this industry that is always growing. Our investment in the construction of a new plant in Juarez in Mexico will allow us to enter very soon into new segments and in a very competitive way.

Finally, the introduction of the Spyder F3, the first of a family, contributes as well to the fact that for the 2nd year in a row, the sales of all season vehicles exceeded the seasonal product category. This category has known an annual compound growth rate of 12% in the last 2 years and of 24% over 4 years. The point on our 3rd initiative, the expansion of our dealer network for recreational vehicles in North America. In the last year, we've concentrated our efforts to develop our network in the south and southwest of the U. S.

The result is that the number of dealerships of off road vehicles and spiders increased by 17% in 2 years. We've signed 114 new dealers in North America since we entered the Stock Exchange, including 76 new dealers in 2015. Our 4th initiative was international growth. Although we've had a difficult year, in spite of that, we have a compound annual growth of 6% last year and of 8% for the last 4 years. And I remain confident that we are well positioned to rebound when the markets like Russia, Latin America will start to grow again.

Our 5th initiative is a longer term one to grow our level of profitability. Our presence in Mexico is at the heart of that initiative. As I mentioned earlier, our gross margins have gone down to 24%, a decrease of 100 basis points due among other things of the exchange rate fluctuations. The transfer of assembly of Sea Do Watercraft from Canada to Mexico is now completed. All our 2016 Sea Doo models will be assembled there and that will allow us to have better margins, net margins.

Our 3rd plant in Mexico which will be operational at the end of the year and the optimization in the coming years of our existing plants in Canada and in Austria will contribute to increase our net margins. For 2016 and the future years, we've decided to group our 5 strategic initiatives under 3 main priorities. It's not a matter of changing anything, but rather of evolving in order to create more value for our partners and especially our shareholders. We want to simplify to allow us to have a better focus on our objectives and simpler messages both internally as well as externally. Our strategic priorities therefore are growth for all existing and future initiatives based on development of new products and new markets agility in terms of manufacturing, meaning concentration of our efforts and developing a modular approach for the manufacturing of engines and of our vehicles to better serve our customers and what we call in English, lean enterprise.

Its objective is to increase in ongoing efficiency complementarity with all our services. We are counting on these three priorities to increase our sales by 10% per year to reach $6,000,000,000 and to double our earnings per share to reach $3.50 by the end of the fiscal year 2021. These priorities will allow us to deliver financial results that are even more solid and to create value for our employees, customers, for our dealer network and our shareholders. Allow me now to say a few words on our results of the Q1 of the fiscal year 2016. Our sales for the quarter ended April 30, 2015 reached $898,000,000 so a growth of 18% compared to last year.

And our standardized EBITDA $91,500,000 so that's an earning per share of $0.31 and a marked improvement compared to the same period last year. Results that are slightly higher to our forecasts due to the increase of deliveries of watercraft, better sales of side by side vehicles with the arrival of the Maverick XDS Turbo and an increase of snowmobiles and parts and accessories into Scandinavia due to a better end of season early in 2015. As you know, BRP is a young company that continues to build on its heritage from the past. I am proud of our results for the fiscal year 2015 and I want to thank all our employees wherever they are in the world for their devotion and for the quality of their work. I must mention the excellent performance of our teams in terms of occupational health and safety.

Last year, we had a posted accident rate of 0.87, the lowest rate of our history. Our objective, however, is of 0. So we have a lot of work to do. But quite obviously, we have good processes and procedures in place to improve year over year. I also would like to mention the commitment of our employees to our social responsibility program and therefore their contribution to the welfare of the communities where we are.

The employees of each of our site, each region contribute in their own way. The program is very popular and all our sites participate In closing, I would like to take the opportunity to thank our employees and their families as well as our business partners and our communities. DRP's success is proportional to the commitment of our employees, our dealers and our suppliers and the loyalty of our customers and the support of our shareholders. I want to thank you for your kind attention. And now I turn the microphone back to our Chairman of the Board, Mr.

Baudoin. Thank you. Thank you, Jose. We are now pleased to answer your questions. We therefore ask you to step up to the microphone, identify yourself with your name and indicate if you are a shareholder or a proxy holder.

That seems clear. It seems clear. If there are no further questions or comments, I would like to have someone who would move to close the meeting. Mr. Chairman, my name is Philippe Deschenes.

I am a shareholder of BRP. I move to close the meeting. Anyone opposed? You're all in favor. Okay.

Thank you.

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