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AGM 2016

Jun 9, 2016

Speaker 2

Ladies and gentlemen, good morning. Welcome to the BRP Shareholders' Annual General Meeting. I also have the pleasure of welcoming the participants who are following our meeting on the BRP website. I now ask the participants in the room to turn off their cell phones and other electronic devices and to keep them off for the duration of the meeting. Ladies and gentlemen, good morning. Welcome to BRP's Annual Meeting of Shareholders. 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 other electronic devices at this time for the duration of the meeting. Our meeting will be conducted in French. An English simultaneous interpretation service is available. If you haven't already done so, I invite you to get a translation receiver from one of our attendants.

For those who are monitoring on the website, simultaneous interpretation is also available. 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 device from our attendants. For participants watching our meeting on our website, a simultaneous English translation is also available. I am also pleased to announce that this BRP annual general meeting will be certified silver in accordance to the BRP Eco-Responsible Event Management Guide. I would like to introduce the people who will assist me during this meeting. José Boisjoli, President and Chief Executive Officer. Martin Langelier, Senior Vice-President, General Counsel & Public Affairs. Before starting the meeting, I invite Mr. Langelier to explain the emergency procedures.

Speaker 3

If the fire alarm sounds, we invite you to remain calm and to make your way to the emergency exits. There are two exits on either side of the hall. I will give you a few moments to locate them. Please note that the collection point is at the end of the parking lot on Cartier Street. In accordance with the BRP general bylaws, I will act as chairman of this meeting and Mr. Langelier will act as secretary. I have in front of me copies of the notice of meeting for the annual meeting of the proxy form, as well as of the management proxy request circular. Mr. Langelier has given me proof that these documents have been sent. I ask that Mr. Langelier introduce these documents in the file of documents for the meeting.

Speaker 2

I want to mention that this annual general meeting of the shareholders has been convened to deal with issues specified in the notice of meeting. Mark Thompson and Atim Walaj from Computershare Investor Services will act as scrutineers for this meeting. The report produced by Computershare Investor Services before the start of the meeting confirms that we have the required quorum, both for multiple voting shares as well as for subordinate shares. I ask that Mr. Langelier introduce this report into the file for this meeting. I therefore declare that this BRP Shareholder Annual Meeting has been duly and validly convened and established to deal with the issues for which it was convened. Before we start, I would like to say a few brief words on how the meeting will proceed and on the voting procedure.

The subjects that will be discussed today can be found in the management proxy circular. Additional copies are available at the scrutineers table at the entrance. We will start the meeting by dealing with the issues that are officially included in the notice of meeting. Our President and Chief Executive Officer, Mr. José Boisjoli, will then give a presentation that will be followed by a question period reserved to the shareholders and proxy holders. Those who wish to speak must make their way to the microphone in the room. They must identify themselves clearly for the benefit of the shareholders present, and must confirm their status as a shareholder or proxy holder of the company.

According to the preliminary counting of the proxies received and of the registered shareholders and proxy holders who will vote in person, in each case, in compliance with the voting procedure described in the management proxy circular, the scrutineers have informed me that approximately 474 million votes for multiple voting shares and 28 million votes for the subordinate shares are represented here today. The vote will be by ballot for all issues on today's agenda. The designated proxy holders, as per the voting procedure, and registered shareholders who have not sent in a proxy form have received a ballot for each motion. Moving to the first item on the agenda, I now submit BRP's consolidated financial statements for the year ending January 31st, 2016, as well as the auditors' report on these financial statements.

However, since these documents were sent in compliance with the law to all shareholders who have requested them, I dispense Mr. Langelier from reading them. However, I request that he introduce a copy of all these documents into the meeting file. We will now move on to the election of BRP board members. The term of elected board members will start today and will continue until the next shareholder annual meeting or until the election or nomination of their replacements. BRP management is proposing 13 candidates for election to the BRP Board of Directors. You were able to read their brief biography on pages 14-29 of the 2016 circular, as well as other information on each of them. I now ask for a motion for the nomination of the board member candidates whose names appear in the 2016 circular.

Speaker 4

Mr. Chairman, my name is Paul Morisset, and I am a BRP proxy holder. I move that these 13 people be nominated as members of the BRP Board of Directors until the next shareholder annual general meeting or until the election or nomination of their replacement. Laurent Beaudoin, Joshua Bekenstein, José Boisjoli, André Bombardier, William H. Cary, Michael Hanley, Yvonne Hao, Louis Laporte, Carlos Mazzorin, Estelle Métayer, Daniel J. O'Neill, Edward Philip, Joseph Robbins. Thank you. Does anyone second this motion? Mr. Chairman, my name is François Vaillancourt, and I am a BRP shareholder. I second this motion. Thank you. The motion has been duly moved and seconded. As there are no further nominations to the position of BRP board member, I ask that Mr. Langelier proceed with the vote. I invite all registered shareholders and proxy holders to fill out their blue ballot if it hasn't already been done so.

Speaker 2

The name of each of the 13 candidates is printed on the ballot. By simply signing your ballot, you will be voting for all 13 candidates to the position of BRP board members. If you wish to abstain voting for one or many candidates, simply indicate it on your blue ballot. I now ask those who have filled out their ballot to raise your hand, and the scrutineers will pick up the blue ballots. When it has been done, I declare the ballot closed. On the basis of the proxies received before the meeting, I confirm the election of all 13 candidates to the position of members of the board. The final results of the vote will be disclosed in a press release later in the day. Thank you. Congratulations to each of the 13 board members that you have elected.

I wish to thank the Board of Directors for its governance and its rigorous monitoring. Thank you for your contribution and your informed advice that allow BRP to continue to be a leader in the motorized sport industry. We will now proceed with the nomination of the BRP auditors. The Board of Directors, as well as the management of BRP, recommends that you renew the mandate of Deloitte as BRP's auditors. The firm is represented today by Mr. Pierre Brodeur. Their mandate will end at the closing of the next company's shareholder meeting. I now request a motion to renew the mandate of Deloitte as auditors for BRP. Mr. Chairman, my name is Denis Tremblay, and I am a BRP shareholder. I move that Deloitte be named as auditor for BRP until the closing of the next company shareholder meeting. Thank you. Does anyone wish to second this motion?

Mr. Chairman, my name is Annie Biron, and I am a BRP shareholder. I second this motion. Thank you. The motion has been duly moved and seconded. You must now vote on the nomination of Deloitte as BRP's auditors. Mr. Langelier, please proceed with the vote. Thank you. I ask all registered shareholders and proxy holders having received a ballot to fill out the yellow ballot if this has not yet been done. I now ask those who have filled out their ballot to raise your hand, and the scrutineers will pick up the yellow ballots. I declare the ballot closed. On the basis of the proxies received before the meeting, I confirm the nomination of Deloitte as BRP's auditors. The final results of the vote will be available on SEDAR. Thank you.

Speaker 1

In light of these results, I wish to congratulate Deloitte for the renewal of the mandate you are granting them, as well as the confidence you are showing them. This concludes the examination of the official items on the notice of meeting. I now invite the President and Chief Executive Officer of BRP, Monsieur José Boisjoli, to give his presentation. Thank you, Laura. Dear shareholders, colleagues, and distinguished guests, I want to welcome you to Valcourt for this third annual general meeting of BRP shareholders. It's a pleasure for me to speak to you today to explain our performance and our results during the 2016 fiscal year that ended January 31st. Before I present the detailed results, I would like to take a few moments to talk about our new product development center, where we are located right now.

Speaker 2

This new center, at the cutting edge of technology, is among the finest in our industry. In the last three years, we've invested more than CAD 35 million to modernize our installations and to give ourselves the means to continue our growth efficiently. Proudly showcasing its mission to design high-performance, exciting, safe, and aesthetic vehicles, the BRP Product Development Center in Valcourt has a global reputation thanks to the genius of its 600 engineers, technicians, and other professionals. They work in cooperation with the other research and development centers in order to develop new technologies and the vehicles of tomorrow. Ever since the first big invention of the tracked drive system by our founder, Joseph-Armand Bombardier in 1935, there have been more than 750 patents granted thanks to our people in Valcourt. That's a fantastic harvest that, thanks to our new installations, will continue at an accelerated rate.

I want to congratulate all the people who participated in the realization of this new development center. We are all very proud of the quality of the work done. I especially would like to thank our Vice President, Vehicle Engineering, Mr. Denis Morin, and his team, who have masterfully managed this huge project. By the way, you are invited to a short visit of our installations with Mr. Morin after the meeting. We will take the opportunity to have an official inauguration of this new center in the company of Mr. Beaudoin and a few members of the board, as well as senior management. My presentation today will be essentially in French, but I would like to say a few words in English. Fiscal 2016 has been a year marked by solid product introductions, flawless execution of our projects, and gains across all our product lines.

We faced a challenging environment, inciting us to demonstrate our agility and capacity to innovate. We pursue the rigorous execution of our plan, and I am proud to report that we have delivered the best financial results in BRP history. Our revenues grew by 9% to reach CAD 3.8 billion, and normalized earnings per share achieved CAD 1.71. The story of the 2016 fiscal year is the team's outstanding focus on our three strategic priorities of growth, agility, and lean enterprise. This year, we have actively worked to move our three strategic priorities, which are growth, agility, and a lean enterprise. Allow me to present the highlights for each. As far as growth is concerned, we are committed to launching a new side-by-side vehicle every six months for the next four years. Last September, we made a much-noticed entrance into the utility side-by-side vehicle segment with our Can-Am Defender.

The specialized press, as well as the dealers, gave us rave reviews. The first models were delivered in early December, and from the start, users expressed their great satisfaction. We met phase two of our commitment in late March of this year when we introduced the six-seater Can-Am Defender MAX. All our programs are on track, and we are actively preparing for our next launches. To grow our market share and our sales, we've marketed other new products in the last year. We've launched a new family of Sea-Doo watercraft equipped with the Rotax 1630 ACE 300 horsepower engine, the most powerful Rotax ever created. We've also broadened the Spyder range of vehicles with the introduction of the F3-T and F3 Limited models. These new products are fully equipped with characteristics aiming at comfort and convenience.

Finally, we have, so to speak, revolutionized the Ski-Doo snowmobile by introducing the new REV Gen4 platform. That offers more maneuverability and the new Rotax 850 E-TEC 165-horsepower engine on our Summit, MXZ, and Renegade models. As you can see, we've been fairly busy launching new products. However, our future growth doesn't only depend on new products. We need the retail network that will make them available to our potential customers. We've therefore added 105 new recreational vehicle dealers in North America, a 28% improvement over 3 years in our coverage of our side-by-side and Spyder vehicles. During the 2016 fiscal year, we've also added 72 new dealers and 16 boat manufacturers to our Evinrude outboard motor sales network. We aren't only increasing our number of dealers, we're also giving them the tools they need to do their job well.

For example, in the last two years, the parts, accessories, clothing sales team has visited more than 600 sales locations and trained nearly 1,500 employees to improve our product visibility. Finally, to support our growth, we've also worked to increase our brand awareness through many promotional and marketing initiatives by signing an important sponsorship agreement to guarantee our presence at NASCAR races. We've already seen benefits from this agreement that generates a lot of requests for information about our products. Now agility. During fiscal 2016, agility was a key asset for the whole company, both in terms of manufacturing as well as for our activities. Last December, we announced our intention to invest CAD 118 million by 2020 to convert and modernize our manufacturing installations located in Valcourt. The objective of these investments is to keep this site competitive and to optimize its infrastructure, technologies, and logistics.

The plant where Ski-Doo snowmobiles and Can-Am Spyder on-road vehicles are now manufactured on two separate assembly lines will be converted to be able to produce these vehicles on a single merged assembly line. This updating will also have the objective of encouraging modularity in design, manufacturing, and assembly. By the way, this modularity already exists at our new Juárez 2 manufacturing site that we inaugurated last April. This approach is key to giving us the manufacturing agility we need to offer the right product at the right moment. It's thanks to this modular approach that we can keep our promise to launch new side-by-side vehicles every six months. Now, the lean enterprise. The third strategic priority, a lean enterprise, is there to allow us to do more and better with less.

That priority relies on our investments in new technology like, for example, the new plasma coating used in making our Rotax engines in Austria, or the use of data to feed our marketing strategies. These systems will allow us to increase the efficiency of our processes, improve our margins, and make our units even more efficient. They will allow us to make better decisions throughout the production cycle. I'm convinced that these three strategic priorities will be beneficial to BRP in the short and medium term, and that they will encourage growth in the company's value. This morning, we presented the financial results of our first quarter ended April 30th, 2016, and as expected, they were in line with our expectations and forecasts. Our income grew by 4% compared to the quarter last year at CAD 930 million.

The net income increased 33% at CAD 111 million, whereas we have CAD 5 million in net profit compared to CAD 32 million at the same period last year. Retail sales of seasonal and all-season products grew by 14% in North America in the first quarter of 2017. Moreover, the market share of the Ski-Doo brand, already first in its category, reached a new record level at close to 50%, a first in the history of the industry. Today, we are reaffirming our outlook for the current fiscal year. In other words, a growth of our sales of 4%-8% and an increase of our standardized EBITDA of 7%-10%. As you can see, we are aligned with our strategic priorities throughout the company and the results prove it. I would be remiss not to mention the excellent work of our employees in delivering these exceptional results.

They have surpassed themselves this year with faultless execution of all of our programs. Congratulations to all the team. Moreover, I would like to mention our excellent health and safety results. We have once again improved our accident frequency rate by lowering it by 28% compared to fiscal 2015. These are world-class results. Although our objective is still zero accidents, obviously, I'm very happy with the efforts of our employees at each of our sites around the world. Before I close, I would like to mention a subject that is close to my heart, BRP's commitment and that of its employees towards the communities where we work. In the last few years, BRP has set up a donation policy to support different organizations in health, education, and community development. This policy has allowed us to contribute each year 1% of our pre-tax profits in donations.

At BRP throughout the world, our employees actively participate in supporting various causes. In recent weeks, we've asked them to vote for an organization in their area that they would like to encourage and with which BRP could get even more involved. Each site has identified a cause they hold dear. I am therefore pleased to announce that BRP and its employees make the commitment today to support for the next three years the following sectors or organizations. In Canada, healthcare with the Sherbrooke University Hospital Foundation. In the U.S., the educational aid through Big Brothers Big Sisters. In Finland, the Central Hospital Children Department. For the Asia-Pacific zone countries, we will support Surf Life Saving. In Mexico, in Juárez and Querétaro, many organizations supporting families and the environment will receive our aid. Finally, in Europe, we will privilege children's health.

With these new commitments, I'm convinced that we will make a real difference in each of our communities. In closing, I would like to thank all our business partners and suppliers for their support in the last year, as well as all our dealers and consumers throughout the world who have had confidence in us by sharing our passion. Also, I would like to thank our shareholders for their support. I am convinced that our focus on our three strategic priorities, growth, agility, and lean enterprise, will help provide strong shareholder value in the course of the next four years. I have sensed an alignment within the company around these and can already see clear examples where this has made a great difference. With this clear roadmap before us, I am confident that we will achieve our growth plan.

On behalf of the management team, I would like to thank the board for their support and collaboration throughout the year. Their insight, support, and guidance are always appreciated, and they are an immense help in steering this great ship that is BRP. Thank you for your kind attention. Now I turn the floor back to our Chairman of the Board, Mr. Beaudoin. Thank you. Thank you, José. We have now reached the question period. We ask that you go to the microphone, that you identify yourselves by your name, and that you indicate if you are a shareholder or a proxy holder. If there are no further questions, I move for adjournment of the meeting. Is everyone in favor? Thank you. Thank you very much. Thank you very much. Thank you, Mr. Langelier, Beaudoin, and Boisjoli.

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