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AGM 2024

May 31, 2024

Operator

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+, EDGAR, and BRP's website, including its management's discussion and analysis for the fiscal year ended on January 31, 2024, and its annual and corporate social responsibility report, dated May 31, 2024, 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. In addition, some of the financial measures discussed over the course of this presentation are not recognized measures under IFRS.

You can refer to BRP's management's discussion and analysis for the fiscal year ended on January 31st, 2024, and for the Q1 of the fiscal year ending January 31st, 2025, for a complete definition and complete reconciliation of such measures to the IFRS measures.

Adventure. It's not a nice-to-have, it's a basic human need, just as important as the food we eat, the water we drink, and the air we breathe. Adventure moves us. We experience it in mind, body, and soul. We think it's so important that 20 years ago, we set out on one of our own. We called it BRP. We take our proven success as pioneers on snow and water and conquer new playgrounds.

We would be leaders, not followers, and we promised we would put our riders first. Look how far we've come. We've created new products, new categories, new experiences, and turned what ifs into reality. Today, we're proud to say we're winning around the world. That wouldn't have happened without believing in the power of adventure. Now, more than ever, we want everyone to be moved by that power.

We want everyone to feel welcome in our communities, and we care about our playgrounds, celebrating responsible riders, electrifying our designs, and innovating to create more sustainable experiences. We'll keep raising the bar because we're a team full of daring thinkers and exceptional go-getters. So as we turn 20, we celebrate all our achievements and everything we stand for. And as we look ahead, we know that adventure will always be our inspiration. Adventure on!

José Boisjoli
Chair of the Board, President and CEO, BRP Inc.

Good morning. Welcome to BRP's Annual Meeting of Shareholders. My name is José Boisjoli, and I am the Chair of the Board of Directors and President and Chief Executive Officer. Please note, I'd like to make a quick message, share a quick message with our anglophones, and I'll be back in French in just a moment. Please note that for all portions in English of this meeting, you can have access to simultaneous translation by clicking on the icon on the right side of your web broadcast platform.

Annual Meeting of Shareholders. My name is José Boisjoli, and I am the Chair of the Board of Director 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 can 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 the people who are with me here today. Sébastien Martel, Chief Financial Officer, Martin Langelier, Chief Legal Officer and Corporate Services, and Barbara Samardzich, Senior Independent Director, who will conduct the formal portion of the meeting in English. Barbara, we are happy to have you here. The floor is yours.

Barbara Samardzich
Lead Director, BRP Inc.

Thank you very much, José. I am honored to be hosting this meeting for the second time as BRP's Lead Director. I regret that I'm 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 four 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, 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 following the instructions online. Registered shareholders and proxy holders were also given the opportunity to transmit questions to BRP prior to the meeting by email. 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 bylaws and the authority delegated by José as chair of the meeting, I will conduct the formal part of the meeting, and Martin will act as secretary. I confirm that Martin has provided me with proof of mailing of the notice of meeting, the proxy form, and the management proxy circular.

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 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.

Accordingly, unless there is any objection, I will dispense with the reading of the notice of 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 will now present the agenda of the meeting and the voting procedure, which are described in further detail 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 CEO, José, and by our CFO, Sébastien. 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 program during the meeting.

Based on the preliminary count of proxies received and votes counted, the scrutineers have informed me that approximately 231 million votes for multiple voting shares and 30 million votes for subordinate voting shares are represented today. For those of you who are entitled to vote and have not already done so, at the appropriate time, you will see the electronic ballot appear on the left side of your screen, allowing you to vote.

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 31st, 2024, 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.

We will now proceed with the election of BRP 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 and appointed. BRP management proposes 12 nominees for election as directors of BRP.

You have been provided in the management proxy circular with a short biography and other relative, relevant information about each of them. I would now ask Martin to introduce the proposed nominees as directors.

Martin Langelier
Chief Legal Officer and Corporate Services, BRP Inc.

Merci, Barbara. I am pleased to nominate each of the following persons for election as director until the next annual meeting of shareholders, or until his or her successor is elected or appointed. Hélène Beaudoin, Pierre Beaudoin, Joshua Bekenstein, José Boisjoli, Charles Bombardier, Ernesto M. Hernández, Katherine Kountze, Estelle Métayer, Nicholas Nomicos, Edward Philip, Michael Ross, and Barbara Samardzich. You have noticed that they are the same directors who are currently in place. There is no change proposed this year.

Operator

On that note, Barbara-

Barbara Samardzich
Lead Director, BRP Inc.

On that note, Barbara, the floor is yours again.

Operator

Thank you, Martin.

Barbara Samardzich
Lead Director, BRP Inc.

Are there any questions from the participants about the nominations?

Martin Langelier
Chief Legal Officer and Corporate Services, BRP Inc.

No, there are none.

Barbara Samardzich
Lead Director, BRP Inc.

Thank you, Martin. Martin, I declare the nominations closed, and we will now proceed to the vote. 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.

Operator

Mm.

Barbara Samardzich
Lead Director, BRP Inc.

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 and Corporate Services, BRP Inc.

Thank you. Pursuant to recommendations of BRP 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 Director, BRP Inc.

... Merci. Are there any questions from the participants about the appointment of the auditor?

José Boisjoli
Chair of the Board, President and CEO, BRP Inc.

No, we have none.

Barbara Samardzich
Lead Director, BRP Inc.

Thank you. We will now proceed to the vote. Shareholders or their proxies are now asked to vote for or against the adoption of the advisory resolution on BRP's approach to executive compensation, which can be read 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 to vote for the adoption of this resolution. 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 reviews of the principles, 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 and Corporate Services, BRP Inc.

Thank you. 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 Director, BRP Inc.

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

José Boisjoli
Chair of the Board, President and CEO, BRP Inc.

No, there are none.

Barbara Samardzich
Lead Director, BRP Inc.

All right. We will now proceed to a vote. If you have not yet voted on one or more of the items on 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.

José Boisjoli
Chair of the Board, President and CEO, BRP Inc.

Merci, Barbara.

Barbara Samardzich
Lead Director, BRP Inc.

Uh-huh.

José Boisjoli
Chair of the Board, President and CEO, BRP Inc.

Thank you, Barbara. I'm pleased to report that according to the scrutineers' preliminary report, all 12 directors were duly elected between 94.41% and 99.97% of the votes cast in their favor. I would like to thank the board of directors for its rigorous governance and oversight. Thank you for your contribution and wise counsel in ensuring BRP's continued leadership in the motorsport industry.

Deloitte's appointment was supported by over 93.83% of votes cast. I congratulate them for this reappointment, which is testimony to your confidence in them. The advisory resolution on BRP's approach to executive compensation was adopted with 99.21% of votes in favor. A press release concerning the detailed official results of the vote will be posted on BRP's website and on SEDAR+ following the meeting. On that note, Barbara-

Barbara Samardzich
Lead Director, BRP Inc.

On that note, Barbara, the floor is yours again. I would now like to invite BRP's President and CEO, José, and BRP's CFO, Sébastien, to make their presentations.

José Boisjoli
Chair of the Board, President and CEO, BRP Inc.

Dear shareholders, BRP partners, ladies and gentlemen, I'm pleased to report our performance in fiscal 2024, a year that had special meaning for me and for BRP. Last December, we celebrated our 20th anniversary as an independent company. Since 2003, our revenues have more than quadrupled, our share of the global motorsport market has tripled, and today, one out of three products sold worldwide bears our logo

. I am very proud of that. Fiscal 2024 was marked by further gains in market shares, the launch of innovative products, and sustained progress in our strategic initiatives. In the second half, we had to contend with a slowdown in consumer demand that affected the entire industry. In this context, we decided to proactively reduce our shipments. Our resilience and agility enabled us to react quickly and close the year with good results.

Our revenues rose by 3.3% to hit CAD 10.4 billion, a record for BRP, while normalized net earnings amounted to CAD 873 million, or over CAD 11 per share. Thanks to our innovation and diversified product range, we strengthened our position as the number one manufacturer in powersports over the past year. We outperformed the industry in North America with an increase of 8% in retail sales, compared to just 1% for the industry.

We also increased our market share by two percentage points, registering gains in almost every category. On the product front, we continued to push the boundaries of technology. Can-Am celebrated its 50th anniversary, and retail sales in the side-by-side vehicle category grew at an impressive rate over the past year.

Our share of the North American market crossed the 30% threshold, and at the end of the year, it reached this target a year ahead of our original plan. We have no intention of slowing down. We launched the revolutionary Maverick R, the SSV, equipped with 240 horsepower engines, the most powerful in its class. It has already made its mark by winning prestigious races which should stimulate consumer interest.

On the ATV front, we increased our market share, surpassing the 20% mark in North America for the first time. This performance is due particularly to the success of the new Outlander mid-cc platform. In the three-wheel market, we announced a number of technological improvements, and we believe that our range will be more successful, given the interest shown by new arrivals in this category.

On the seasonal side, Sea-Doo unveiled the new generation of the iconic Spark model, retaining its distinctive look, and launched RXP-X and RXT-X models, equipped with the most powerful personal watercraft engines. As for snowmobiles, adverse winter conditions affected the North American market, but the Ski-Doo brand continued to outperform in the industry and remained the world leader. Lynx, on its end, maintained its number one ranking in Europe.

I've been with BRP for 35 years, and I've lived some tough winters, and we know that each bad season is usually followed by a rebound and coming back up in demand. Snowmobilers are loyal and passionate people, which means that the snowmobile market is resilient. Our first electric snowmobiles were introduced last year to certified operators in our BRP Experiences network, and they are very satisfied.

For the coming season, we have announced two new models designed for commercial use, such as ski resorts and other resorts. As for the marine category, the group had a difficult year. A late spring last year delayed the start of the season, and a challenge with a supplier slowed down production when it came to our new Manitou platform. In addition to that, with financing costs rising and consumer demand slowing, dealers are reluctant to take our new inventory.

As a result, we are taking a cautious approach to fiscal 2025 in order to preserve the value of our boats and better manage inventories across the network. One thing is sure, the ingenuity of our teams continues to shine throughout the world. We ended fiscal 2024 with 12 international design awards in several categories.

For example, the Sea-Doo Explorer Pro won the Good Design, USA, Japan, and Australia awards, as well as the Innovation Award from the National Marine Manufacturers Association, the NMMA, and our Rotax S outboard motor was recognized for its revolutionary innovation by the NMMA and Marine Power Innovation in the US. Before concluding, I would like to highlight the significant progress made in corporate social responsibility with our CSR25 program.

I'm proud to see how mobilized our employees, dealers, suppliers, and community partners are when it comes to our global challenge bullying cause. In fiscal 2024, we invested CAD 8.4 million in nonprofit organizations, nearly half of which was dedicated to the fight against bullying. We are also committed to creating a more inclusive workspace. In 2023, amongst others, for example, we trained our managers on the importance of inclusive leadership.

In terms of our environmental targets, we have reduced our global CO2 emissions by 6%, and we have solid action plans in place to continue our focus on conversion to renewable energy sources. We continue to build on our momentum in the three pillars of our CSR25 plan: environmental, social, and governance. Our achievements are encouraging, but we anticipate a more unfavorable context than expected when it comes to reaching our targets.

For fiscal 2025, we plan a reinforcement of our status as an industrial leader. Our diversified product range represents a competitive advantage, and innovation is at the heart of our DNA. We will therefore continue to invest in R&D and push technology forward to introduce new, exciting vehicles. We are, as said, aware of the recent changes in market conditions, which are less favorable in the short term.

This is why we have proactively adjusted our production in order to reduce dealer inventories. As a result, we anticipate lower revenues and profitability for fiscal 2025. These adjustments reflect our agility. We never hesitate to reprioritize our investments to strike the right balance between short, medium, and long-term growth opportunities. For example, we remain committed to the electrification of our product lines, but have decided to postpone the launch of certain electric vehicles.

This said, we are focused on launching our first Can-Am electric motorcycles with our dealers this summer. We are recognized for our ability to outperform the industry, and our fundamental business pillars are solid. That's why we're in an excellent position to maintain our leadership. In closing, I would like to extend my warmest thanks to our employees, who contribute to our success every single day.

I'm also very grateful to our vast network of distributors and dealers in over 130 countries. Their commitment to our brands makes us the leader in the powersports industry that we are. Thank you to the members of our board of directors for their support and wise counsel. And finally, thank you to our shareholders for their confidence. With that, I hand the floor over to Sébastien to review our financial performance for fiscal 2024.

Sébastien Martel
Chief Financial Officer, BRP Inc.

Thank you, Josée, and hello to all. I'd like to review the results for fiscal 2024. BRP concluded fiscal 2024 with good results, despite a slowdown in demand in the second half of the year. Our financial position remains sound, and we continue to deploy our capital optimally.

José Boisjoli
Chair of the Board, President and CEO, BRP Inc.

Revenues reached a record CAD 10.4 billion, up 3.3% with regards to the previous year. The increase is mainly due to a 10.6% rise in revenues from all season products, reflecting market share gains in side-by-side vehicles and ATVs, as well as a more favorable sales mix. Revenues from seasonal products fell slightly due to lower sales of personal watercraft and snowmobiles.

This was offset by higher sales of Sea-Doo pontoons and a favorable sales mix across all product lines. Conversely, revenues from parts, accessories, and apparel declined over fiscal 2024 due to higher dealer inventories. On the marine side, revenues declined for the reasons mentioned by Josée.

Normalized EBITDA remains stable at CAD 1.7 billion, as an increase in gross margin attributable to a better sales mix and more favorable pricing in most product lines was offset by higher operating expenses. Normalized net earnings were at CAD 873 million, CAD 11.11 per share on a diluted basis, compared with CAD 977 million, or CAD 12.05 per share on a diluted basis in the previous year.

I would like to point out that over fiscal 2025, we generated more than CAD 1 billion in free cash flow available, a record for BRP. Of this amount, we returned more than CAD 500 million to our shareholders in the form of share buybacks and dividends.

At the close of fiscal 2024, our financial position remained healthy, with net debt of CAD 2.3 billion, down from CAD 2.6 billion a year earlier, while the ratio of net debt to normalized EBITDA stood at 1.3 times, compared with 1.5 times at the end of fiscal 2023. And finally, our board of directors has declared a quarterly dividend up 17%, so 17% higher than the last year. In closing, I would like to thank our shareholders for their support and their confidence in BRP. I will now turn the floor back over to Barbara for the rest of the meeting.

Barbara Samardzich
Lead Director, BRP Inc.

Merci, Josée and Sébastien, for this overview of the past year. We are now at the Q&A session. If you have not already done so, please submit your question online by clicking on the messaging tab and following the instructions that appear. 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. You can ask your questions in either English or French. Martin, have we received any questions?

Speaker 6

We have not yet received any question. We will wait another minute or so. Still no, no questions, so I think, there's no questions. We can conclude on this.

Barbara Samardzich
Lead Director, BRP Inc.

Okay. The time allotted for questions is now over, and we will now close this part of the meeting. All the subjects on the agenda have been exhausted, and we have reached the end of the meeting. Martin will be filing all documents mentioned today with the minutes of the meeting, including the proof of mailing of the notice of meeting, proxy form, and management proxy circular, the report and certificate provided by Computershare, and the consolidated financial statements and related auditors' report. I declare the meeting closed, and thank you for your presence and participation today.

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