Bombardier Inc. ($BBDB)

[Interpreted] Ladies and gentlemen, good day. My name is Pierre Beaudoin, and I'm pleased to act as the Chair of this meeting. On behalf of the Board, welcome to Bombardier's 2026 Annual Meeting of Shareholders. You know that innovations part of Bombardier's DNA since its beginnings, and it continues to guide our decisions around governance and our long-term vision in everything that we do. Last December, we celebrated the official commissioning of the Global 8000 with our employees and customers. This is an important milestone for the company. Given that Global 8000 embodies in many ways, the definition of innovation is the world's fastest business jet. It illustrates the excellence to -- of our know-how and continues to increase [indiscernible] reputation internationally. I can tell you that Bombardier is in an excellent position today. Choices made over the recent years, diversification amongst other things in our revenues. All these things have been bearing fruit. Our service and defense activities are growing steadily and now play a major role in Bombardier's overall performance. Our teams and steering committees are solid, committed and well aligned to pursue our trajectory with rigor and determination. This meeting will be held primarily in French, but allow me to say a few words in English. Ladies and gentlemen, good morning. My name is Pierre Beaudoin, and I am the Chair of the Board of Director of Bombardier. I am pleased to welcome you to our 2026 Annual Meeting of Shareholders. While our meeting will be held mainly in French, a simultaneous translation is available on the live webcast, and you may ask questions in either French or English. The stream is on the right of the platform to the left of this section, you can choose to listen to the meeting in French, in English or stay in the original stream without any translation. On behalf of the Board and of our management team, we are delighted to count you among our shareholders. Thank you for your continued support. Now let's begin our meeting by introducing the company's executives who are here with me today. Éric Martel, President and Chief Executive Officer; Bart Demosky, Executive Vice President and Chief Financial Officer; and [indiscernible], Senior Vice President, Legal Affairs and Corporate Secretary. I'd like to invite [indiscernible] to give you a few instructions so that things are facilitated for this meeting.

[Interpreted] Thank you, Mr. Chair. Please maintain your Internet connection all the time so that you stay with us from the beginning to the end. This will allow you to follow without interruption, ask your questions and to vote when the time comes. We remind you that only registered shareholders and those duly represented by proxy folders may ask questions and vote. On the left-hand side of your screen, you will find the various options on the webcasting platform that will enable you to exercise your shareholder rights in particular when it comes to asking questions and voting. Over the course of the meeting, please refer to the tabs on the left of your screen. The home tab shows information instructions on the meeting, including have to ask questions and have to vote. The questions have allows you to ask questions by chat or by telephone. The vote tab will appear when voting is open and will allow you to see the motions and to vote on each of the motions at the appropriate time. And the documents tab allows you to view documents related to this meeting. We invite you to submit your questions as early as possible so that we can answer them at the right time during the meeting. To ask a question, use the messages tab on the left of your screen. You can also ask your questions by telephone, by leaving your phone number in the box provided. Numbers and questions will remain confidential. Please indicate whether your question relates to a motion on the agenda or if it is of a general nature. Questions related to proposal and motions will be dealt with at the appropriate time. General questions will be dealt with during the question period following the adjournment of the meeting. And finally, questions must relate to Bombardier's business activities. If some relevant questions cannot be addressed in due time, they will be dealt with after the meeting and published on our website for a period of 1 week. All questions will be recorded by our webcast provider. Questions may be summarized for the groups together. We will not answer questions that do not have anything to do with the agenda over the business, concerning nonpublic information. We will not answer questions that are repetitive, defensive, personal asked for commercial purposes or otherwise inappropriate. Before going further, I'd like to draw your attention to the notices and information on the screen during the presentation, including speeches made by President and Chair and the CEO. Some statements may be made -- that are not historical facts related to future events or anticipated financial results. These forward-looking statements are based on various assumptions and involve risks, and actual results may differ. For further details, please refer to the cautionary statements and forward-looking statements in the financial report for the period ending March 31, 2026. During the President and CEO's presentation, some financial measures presented are in accordance with GAAP for more information. On this topic, please consult non-GAAP and other financial measures section of the financial report for the 3-month period ended March 31, 2026. Finally, I remind you that rerecording or a replay of this meeting will be available on our website sometime after it takes place.

[Interpreted] Thank you Ms. [indiscernible] I will act as the Chairman of this meeting, and Ms. [indiscernible] who will act as Secretary. Just like last year, a moderator will be with us to bring us questions from anyone asks them online. Mr. Mark Masluch, Senior Director of Communications will act as moderator on the questions and comments submitted via the webcast platform. I now hand over to the Secretary, the floor, who will provide you with some additional information about the meeting.

[Interpreted] The agenda for the meeting includes: number one, receipt of the 2025 consolidated financial statements and the auditor's report; two, the appointment of the independent auditors and determination of the remuneration; three, the election of directors to the Board; four, advisory vote on executive compensation; five, vote on shareholder proposals any other business duly brought forth before the meeting. Mr. Chairman, Concors, our transfer agent, has confirmed by affiddated April 8, 2026, about the notice of meeting, proxy circular and related documents or mailed to shareholders of record on March 27, 2026. This affidavit is available for consultation and will be attached to the minutes of the meeting. A copy of the notice of meeting proxy forms and circular are also available on our website and on SEDAR+. I'll remind you that a simple majority of the votes cast by holders of Class A multiple voting shares and Class B subordinate voting shares, voting together is required for the adoption of each of the motions. And finally, in order to facilitate the conduct of the meeting, certain Bombardier employee shareholders have been invited to propose or to move and second vote of formal resolutions that Chair will give the floor at the appropriate time.

[Interpreted] Thank you, Madam Secretary. If there are no objections, Mr. Steve Gilbert and Mr. Vlad Telisa of Computershare will act as scrutineers for this meeting. Mr. Chairman, according to the report provided by the scrutineers at the beginning of the meeting, we have required for to hold this meeting.

[Interpreted] Thank you, Ms. Secretary. I would now ask you to table the scrutineers report and insurance included in the minutes of the meeting. I hereby declare this annual meeting, Julian badly convenient constitute. We invite you to vote now, if you've already voted, no further action is required. Registered shareholders and proxy holders who have not yet done so or who wish to change their vote, may do so live on the platform in the vote tab. Voting will be open throughout the formal portion of the meeting and votes may be modified and altered at any time up until the close of the meeting. Please note that nonregistered shareholders who have not appointed themselves as proxy holders with Computershare may attend the meeting as guests may but may not vote or ask questions. All votes cast during the meeting will be counted together with those received by proxies. Preliminary results will be displayed on the screen at the end of the formal part of the meeting. Final results will be published on SEDAR+. And those concerning the election of directors will be the subject of a press release. If you've already voted by proxy, your vote has already been taken into consider extent no further action is required from you. However, if you wish to change your vote, and if you are the designated proxy, your online vote will automatically replace the proxy already submitted. The first item on our agenda is on the company's annual consolidated financial statements for the year ended December 31, 2025, together with the auditor's report. As these documents are already available on SEDAR+ and on our website I will not read that.

[Interpreted] Madam Secretary, please attach a copy to the minutes of this meeting. Mr. Masluch do we have any questions on this motion?

[Interpreted] Mr. Chair, I confirm that we have not received any questions on this item.

[Interpreted] Thank you. Let's move to the next item then. The nomination of Ernst & Young as the company's independent auditors and the authorization given to the directors to fix and set their remuneration. May I have a motion to this effect.

[Interpreted] Mr. Chairman, my name is Julie Taco, and I am a shareholder of Bombardier. I move that Ernst & Young be appointed as an independent auditor of Bombardier until the next annual meeting or until a successor is appointed and that the directors of Bombardier be authorized to set their remuneration.

[Interpreted] Thank you. Do we have a seconder?

[Interpreted] Mr. Chairman, my name is Melissa Tate and I am a shareholder of Bombardier. I support this motion. I second this motion.

[Interpreted] The motion has been duly made and seconded. Mr. Masluch, have we any questions regarding this motion?

[Interpreted] Mr. Chair, I confirm that we have not received any questions.

[Interpreted] Shareholders can now vote on this motion. Shareholders and proxy holders. We now invite you to vote on the appointment of Ernst & Young as Bombardier's independent auditors and on their authorization given to the directors to set their compensation, their remuneration. Please remember that if you've already voted by proxy and you do not wish to change your vote, no further actions required as your vote has already been taken into account. Before moving to the election of Bombardier's directors. We'd like to thank Doug Obama for all of his contributions to the Board over the last years. For his invaluable contribution to the Board of Director these past 9 years. We will now turn to the election of Bombardier's directors on the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors proposes the election of 13 directors who will serve until the next Annual Meeting of Shareholders. May I have a motion for the election of the 13 candidates listed in the proxy circular.

[Interpreted] Mr. Chairman, my name is Julie and I'm a shareholder of tier. I move that each of the 13 people be elected as a Director of Envardier until the close of the next Annual Meeting of Shareholders of the company or until the appointment of his or her successor. [indiscernible] Joanne, Rose Damon, Bettina Bexer, Diane Fontan an a Anthony R. Graham, Eric Martel, Melinda Rogers icon, Alan Smith and Tony Tyler.

[Interpreted] Does anyone wish to second this motion.

[Interpreted] Mr. Chairman, my name is Lisa Tate and I am a shareholder of Bombardier. I second this motion.

[Interpreted] The motion has been made and seconded, Mr. Masluch have any questions with regards to this motion?

[Interpreted] Mr. Chair, I confirm that we have not received any questions relating to this motion.

[Interpreted] Thank you. Shareholders are invited to vote on the election of the 13 candidates to the Board of Directors. You can now vote on the election of the 13 candidates whose names appear on the webcast platform. If you have already voted by proxy and you do not wish to change your vote, no action is required. Your vote has already been counted. Let's now move to a nonbinding advisory resolution concerning Bombardier's approach to executive compensation. The text of the resolution can be found in Section 2 of the 2026 management proxy circular. May I have a motion for the adoption of this resolution.

[Interpreted] Mr. Chair. My name is Julie Chaco, and I'm a shareholder of Bombardier. I move the adoption of the nonbinding advisory resolution on Bombardier's approach to executive compensation contained in Section 2 of the 2026 management proxy circular.

[Interpreted] Okay. Do we have a shareholder or a proxy holder who would like to second this motion?

[Interpreted] Mr. Chair, my name is Melissa Tate. I am a shareholder of Bombardier, and I second this motion.

[Interpreted] The motion has, therefore, duly been put forth and second, Mr. Masluch have we received any questions in line with this motion.

[Interpreted] Mr. Chair, I confirm that we have not received any questions relating to this motion.

[Interpreted] Thank you. I remind you that this is an advisory Vote. It is nonbinding for the Board of Directors. They said the Board on the recommendation of the Human Resources -- the Human Resources and Compensation Committee into account the results of the vote and shareholders' comments when it comes to future reflections, future thoughts on executive compensation. I would now like to invite shareholders to Vote. You can now vote on the nonbinding advisory resolution concerning Bombardier's approach to executive compensation. [Voting] If you have already voted by proxy, and you do not wish to change your vote, no action is required. The vote has already been taken into account. Now this year, Bombardier received 3 shareholder promotions from the MD the shareholder education and defense movement. The tax and proposals and the responses from the Board are all in appendix B of the proxy circular. Following discussions between upper management and the MedSolutions 2 and 3 will not be subject to a vote before the meeting. The Board recommends a vote against most #1 for reasons explained in Appendix B of the circular. We now have a representative from the MEDAC will briefly present the motions Mr. [indiscernible] I invite you to present your motions. We understand that Mr. [indiscernible] has ignited proxies with you, be able to second the motion portfolio [indiscernible]

[Interpreted] Hello Mr. Chair, can you hear me? My name is William Gagnon. I am with Mr. Chambers on a different 1 line. I'm not sure at what point you will want to hear from him.

[Interpreted] I don't think it's necessary because we know that he was already seconding your motion.

[Interpreted] So we from MD in defense of shareholders, not only have we've been shareholders for a long time, but -- for more than 30 years, we have put 43 motions. Right now, we have motion #1, the participation of shareholders nearly -- it's in an attempt to increase participation last year for the first time in our [indiscernible] we did not have quorum. There was not a quorum. We attend the batch. And so there was a company which did not have quorum during the AGM, and so we started to ask questions around participation rates in general at shareholders meetings across the country, and we determined in a document, 1 of the charts that we have, there's a Broadridge document from Broadridge, where individual shareholder participation has gone down in time over time. And so we've looked at measures. One of the important things that we saw is we expected to not move to a vote on the motion, but there is a small chart similar to the one accompanying the motion, where we could see very, very quickly and easily that participation rates in institutional and individual shareholder levels have gone down. This chart is clear to see -- but it's hard for individual shareholders to see the chart, whereas it's easy for companies like yours to see this chart. So it would be nice to share that chart around to encourage participation. Anyway, we ask shareholders to support this motion. We have put forth 2 other motions, another, and they are not subject to a vote. We agreed with the company around defense fund for Bombardier supporting that. And we determined that the measures that are already in place are already satisfactory. Following your response, you said that Bombardier is part of the nation's impact, which states a lot of things that the company now follows. We encourage shareholders to read Bombardier's response which seems satisfactory. There's also a motion on AI systems use -- and so having a code of conduct from your response we understand that you are following federal codes of conduct that exist, even though you have adhered to other rules and regulations around -- or other proposals around AI, and we determined that you have put certain things in place around AI. So again, we ask shareholders to support the single proposal that we have put forth today. and to read why we have not proceeded with a vote on the 2 other proposed motions. Thank you very much. Once again, I'd like to comment on the fact that it would be nice to come back to in-person meetings. They could be hybrid. I understand that you are in a room and you're at Lumi. So you're at Lumi there's room at Lumi to receive people. It's not complicated to bring cars together. I think you're probably looking at a bunch of empty tiers. It would be nice to be there in person to shake your hand during the meeting. I know that a number of other companies do that already. So situation seems to cable, but I encourage you to come back to in-person meetings. Thank you very much.

[Interpreted] Thank you, Mr. [indiscernible] for your presence and your attention to good governance for Bombardier. Mr. Masluch, do we have any online questions around this.

[Interpreted] Mr. Chair, we confirm that there are no questions around this motion. Thank you. I'd now like to invite shareholders to vote on the motions that's not already done. Please don't forget that if you've already sent in your vote via the proxy form, you do not have to do anything. Your vote has already been taken into consideration. All right. Those are all of the items on the agenda now. We invite you to vote if you haven't done that yet. [Voting] I confirm that the vote is now closed. Scrutineers have informed us of following preliminary results. Ernst & Young made has been renewed. A majority of votes were cast in favor of the election of each of the nominees as directors. A majority of votes were cast in favor of the nonbinding advisory resolution on Bombardier's approach to executive compensation. And in the end a majority of votes were cast against the motion is put forth by the MEDAC. A report on the final voting results will be available on SEDAR. We have now dealt with all of the items on our agenda. I therefore propose that we close the formal portion of our meeting and that we move on to the address by Bombardier, President and CEO, Mr. Eric Marte. Following the speech, there will be a question-and-answer period because there is no further business, May I have a motion to adjourn this meeting.

[Interpreted] Mr. Chair. My name is July Taro. I am a shareholder of Bombardier, and I move that this meeting be adjourned.

[Interpreted] Thank you. Do we have a second?

[Interpreted] Mr. Chair, my name is Melissa Tate. I'm a shareholder of Bombardier, and I second this motion.

[Interpreted] I therefore disclare the meeting adjourned. I would now like to invite Bombardier's President and CEO, Mr. Eric Martel, to come and take the floor and share his vision and the company's objectives.

[Interpreted] Thank you, Mr. Chair. Good morning, and welcome to all dear shareholders. Thank you for being with us here today. It is a pleasure to review Bombardier's evolution and to talk about the promising future of our company. It is a pleasure to speak to you about Bombardier's evolution and the bright future ahead for our company. Over the last year, we continue to build strong momentum across our teams and with our customers as well as in our financial performance and operations. We achieved the highest level of global aircraft deliveries in our history, thanks to operational discipline that was increased and sustained demand across our platforms. At the same time, we recorded record revenues in services and Defense, reinforcing the growing contribution of these activities our overall performance and the solid strength of the company. We benefit from the commitment and the pride of our employees -- we have engagement rates at 81% and a strong customer-centric culture that continues to set us apart on the market. A top ranking level of customer service. Financially speaking, our business is supported by a well-diversified multiyear order backlog, which provides us with lots of visibility into the future. Our balance sheet remains strong, thus reinforcing our flexibility and our long-term stability. As we continue to move forward with our -- with confidence. We successfully completed our turnaround plan. For those who followed us closely, you will remember that in 2021, we set ambitious financial objective for where we aim to be in '25 and further laying the foundation for our future. I must say at the time, we were met with some skepticism, looking at where we stand today. I am proud to say that we delivered top to bottom, even on the metrics we raised in 2023, halfway through the journey. Whether it's deliveries, revenue more than $900 million of free cash flow or achieving the net leverage ratio target of 2 to 2.5 net. Last year was a great year for Bombardier. Our strategy paid off and our rigorous approach clearly sets apart from our peers. We transformed the company over the past few years strengthened our position in competition and established a clear and disciplined track record of performance and growth that will serve us well as we go forward. The results of this historic 5-year turnaround project have attracted global expense and garnered external recognition. I'm proud to note that our trajectory is now subject to 2 major case studies at Harvard Business School and Colombia business -- without a doubt, we maintained a consistent focus on operational excellence delivering on our commitments and generating sustained growth across the entire company. I am very proud of the collective efforts made by our teams whose commitment to our employees and our customer-centric culture has been instrumental to our success. As you saw this morning, we announced an additional repayment of approximately USD 108 million related to our outstanding Canadian debentures. This clearly illustrates the significant evolution of our debt profile over the past few years. as at December 31, 2020, our total debt stood at BRL 10.1 billion. with a relatively concentrated maturity schedule in 2021. We faced 3 major maturities totaling BRL 1.9 billion right in the midst of COVID. Against a backdrop of significant macroeconomic uncertainty and challenging market conditions, managing these maturities was a critical priority. Thanks to rigorous execution, proactive refinancing and disciplined cash flow management. We are able to meet our obligations while maintaining our operations and protecting our liquidity. As the chart below shows as at March 31, 2026, total debt was reduced to $4.4 billion and maturity the maturity profile was significantly extended maturities are now better spread out over time which significantly reduces short-term refinancing risk. From a cost perspective, annual interest expenses have decreased from approximately $750 million to 25 million, generating annual savings of approximately $425 million. Overall, this evolution reflects a deliberate and disciplined strategy aimed at reducing debt extending maturities, lowering interest expenses and strengthening the balance sheet, thereby positioning the company with greater financial flexibility and providing the company with a solidity for the future. This marks 2026 and our latest financial result as it marked a very strong start of the year for Bombardier. The strongest first quarter free cash flow in nearly 2 decades. In light of all of these results, I'd just like to take a moment to thank our team and -- as we reflect on our achievements. It is clear that our team members are at the heart of our success. Thank you to you wherever you are. For the first quarter 2026, revenues increased 5% year-over-year to approximately $1.6 billion, driven by continued strength in service activities, which generated revenues of BRL 617 million up 25% year-over-year. Adjusted EBITDA amounted to EUR 246 million with a margin of 15.4% favorable momentum that is expected to continue over the coming quarters. Adjusted net income reached $189 million, up 177% year-over-year. As I mentioned Free cash flow was a particularly strong highlight this quarter. We generated $360 million in free cash flow during the quarter. Given our strong start to the year and our confidence in our ability to execute. We are raising our free cash flow guidance for fiscal year 2026. We now anticipate free cash flow of more than $1 billion in 2026, while reaffirming all of our other financial guidance. This also reinforces our belief that Bombardier is now a company that generates cash flows consistently and with resiliency. For other financial indicators, our forecast remains as follows: We continue to demonstrate resilience and productivity in a complex geopolitical and supply chain events. We have deliveries that over 157 revenues over $10 billion, adjusted EBITDA over $1.6 to $5 million. We continue to be focused and continued control to meet our commitments. We have an entire team that's aligned and we remain focused on growth, that's maintaining our profitability and ensuring that our supply chain can sustain everything that we do. We are very strongly focused on what we can control to meet our needs. We are aligned responsibly. We maintain our profitability, and we continue prudent management that takes into consideration what our supply chain can support. Today, we have multiple growth drivers that extend throughout 2030 across our core platforms, our service and defense businesses and broader market opportunities. For starters, we continue to leverage a world-class product profile. That is solidly positioned in key segments and supported by a large and diverse fleet in service. Secondly, Bombardier Defense represents a significant growth opportunity -- the fundamentals of demand remains strong, and we see opportunities to expand our presence on this market, thanks to the relevance of our platform. mission versatility and deep, long-standing customer relationships. Thirdly, the expansion of aftersales service remains a key growth driver against the backdrop of high fleet utilization service activities, and we continue to generate high-quality results. Recurring revenues supporting earnings stability and cash flow generation. We remain disciplined and opportunistic when it comes to mergers, acquisitions and partnerships. We prioritized transactions that are strategically aligned value creating, and we continue. We expect sustained earnings and cash generation. providing us with meaningful flexibility in how we deploy capital, whether to further strengthen the balance sheet, invest in growth or return value over time. Looking to 2030 this balance of discipline and flexibility allows us to remain agile, act decisively as opportunities emerge and consistently allocate capital where it creates the greatest long-term value. Our capital allocation framework reflects a balanced and disciplined approach to deploying capital across operational priorities, organic and inorganic growth opportunities and maintaining a strong capital structure. Together, these choices strengthen our competitive position, support sustainable growth and remain fully aligned with our long-term capital allocation priorities. Bombardier is beginning the next chapter with confidence. We have Global 8000. We have a rigorous plan to continue growth and diversification of all of the solid spaces and foundations that support our ambitions. We have teams that will continue to be a driving force behind our future success. People focusing very closely on our clients. Ladies and gentlemen, thank you for joining us here today. It's been a real pleasure to talk about Bombardier's success. Thank you for joining us today. It's a true pleasure to talk about Bombardier's many achievements.

Thank you, Eric. We can now take your questions. and receive anybody -- any questions or comments -- you can send your question in through the web or by phone as explained at the beginning of the meeting. We remind you that questions need to focus on business of Bombardier. No questions should be of a personal nature. Mr. Masluch. The floor is yours.

Thank you, Mr. Chair. I confirm that we do not have any questions thus far.

That's simple. The question period is now over. On behalf of the company, I would like to thank you for participating in this AGM. Thank you for your continued commitment to Bombardier. Thank you, and have a great...