WELCOME Annual ual & Specia ecial M l Meet etin ing o g of - - PowerPoint PPT Presentation

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WELCOME Annual ual & Specia ecial M l Meet etin ing o g of - - PowerPoint PPT Presentation

WELCOME Annual ual & Specia ecial M l Meet etin ing o g of S Shareh rehold olders April 29, 2020 10:00am PT / 1:00pm ET IMPO PORTANT N NOTE: Votin ing & g & Particip cipat atio ion Oppor ortuni unity Only


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Annual ual & Specia ecial M l Meet etin ing o g of S Shareh rehold

  • lders

April 29, 2020 10:00am PT / 1:00pm ET

WELCOME

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PAGE 2

IMPO PORTANT N NOTE: Votin ing & g & Particip cipat atio ion Oppor

  • rtuni

unity

  • Only confirmed registered shareholders or duly appointed proxies are able to vote and ask questions during

the formal meeting – accessing the meeting using their private dial-in information is required.

  • Anyone can ask a question through online webcast and using chat box, answers to be provided during the

Q&A Session with Management.

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

For clarification: Registered Shareholders – are shareholders directly registered with Computershare (our transfer agent) and own their

shares directly in the form of share certificates.

Beneficial Shareholders – are shareholders owning common shares through a brokerage firm, financial institution or any

  • ther manner that is not directly through Computershare. These holders are unable to vote at the meeting without having

followed their broker’s instructions to duly appoint themselves as proxyholder first.

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Thank y you for y your s servi vice!

Tony H y Harri ris Colin Jo lin John hnson Rod

  • d Nu

Nunn

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

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1.

Welcome & Introductions

2.

Formal Shareholder Meeting

  • 1. Appointment of Secretary & Scrutineer
  • 2. Notice of Meeting
  • 3. Quorum
  • 4. Presentation of Annual Financial Statements and Report of Auditors
  • 5. Election of Directors
  • 6. Appointment of Auditors
  • 7. Amendment to the Omnibus Incentive Plan
  • 8. Advisory Say-on-Pay Vote
  • 9. Termination

3.

Business Update from CEO, David Johnson

4.

Question & Answer Session with Management

Today’s O Order o

  • f Events

ts

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

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Direct rector

  • rs P

Present nt a at t the M e Meet eetin ing

Brenda Eprile

Director (Chair)

Dan Hancock

Director

David Johnson

Director & CEO

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

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Senio ior M r Manage gement P Present nt a at t the M e Meet eetin ing

Richard Orazietti

Chief Financial Officer

Jim Arthurs

EVP & Director, CWI

Lance Follett

SVP , Corporate Development, IP and Legal

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

Karen Hamberg

VP , Sustainability and External Affairs

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Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

FORM RMAL M MEETIN ING

  • 1. Appointment of Secretary & Scrutineer
  • 2. Notice of Meeting
  • 3. Quorum
  • 4. Presentation of Annual Financial

Statements and Report of Auditors

  • 5. Election of Directors
  • 6. Appointment of Auditors
  • 7. Amendment to the Omnibus Incentive

Plan

  • 8. Advisory Say-on-Pay Vote
  • 9. Termination

Bruce Hibbard

External Counsel & Corporate Secretary

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Elect ectio ion o

  • f Direc

rector

  • rs

Each of the following have been nominated for election as directors for the ensuing year or until their successors are elected or appointed:

  • Brenda Eprile
  • Dan Hancock
  • David Johnson
  • Eileen Wheatman
  • Karl-Viktor Schaller
  • Michele Buchignani
  • Peter Yu
  • Rita Forst

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

Votes for each individual director should be cast directly with the scrutineer. If you haven’t already spoken with the scrutineer, when prompted please press * 4.

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Appointmen tment o

  • f Auditors

Management has nominated KPMG LLP , Chartered Accountants, be appointed as the auditors of Westport Fuel Systems Inc. to hold office until the close of the next annual meeting of Westport Fuel Systems shareholders and authorizing the Board of Directors to set their remuneration.

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

Press * 1 – IN FAVOUR Press * 2 – WITHHOLD Press * 4 – To speak to the scrutineer after the meeting

VOTE

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Amendment ent t to the O e Omnib ibus us Incen centiv ive e Plan

BE I T RESOLVED THAT:

  • 1. Westport Fuel Systems Inc.'s (the "Corporation's") Omnibus Incentive Plan

(the "Omnibus Plan") shall be amended: (a) such that the termination date

  • f July 15, 2020 be changed to April 30, 2030; (b) to allow the Corporation

to increase the number of Common Shares available for grant by 7,200,000 to a maximum number of Common Shares issuable pursuant to Awards granted under the Omnibus Plan of 19,583,532 or approximately 14.35% of the Common Shares outstanding as at March 17, 2020 for equity-based incentive awards; and (c) to include the housekeeping changes described in the Corporation's Management Information Circular dated March 17, 2020; and

  • 2. Any director or officer of the Corporation is hereby authorized and

directed, for and on behalf of the Corporation, to execute and deliver all such documents and instruments and to do all such acts and things as in the opinion of such officer or director may be necessary or desirable to give effect to the foregoing resolution.

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

Press * 1 – IN FAVOUR Press * 2 – AGAINST Press * 3 – ABSTAIN Press * 4 – To speak with the scrutineer after the meeting

VOTE

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Advisor

  • ry V

y Vote o e on Execut ecutiv ive C e Compens ensat ation ion – Say-on

  • n-Pay

ay

Be it resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of the Corporation, that the shareholders accept the approach to executive compensation disclosed in the information circular dated March 17, 2020.

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

Press * 1 – IN FAVOUR Press * 2 – AGAINST Press * 3 – ABSTAIN Press * 4 – To speak to the scrutineer after the meeting

VOTE

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Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

Business U ss Upda date b by CEO D David d M. J John hnso son

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Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

2019 C 9 Corp rporate Hi High ghlights: R Revenue

  • Transportation

revenue grew to $305M

  • Up 13% over 2018
  • Up 33% over 2017
  • Revenue growth

mainly due to HPDI volume ramp in Europe

($ in millions)

Balanced business with market-ready solutions and customers in 70 countries

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Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

  • $41M improvement

from 2018

  • $62M improvement

from 2017

  • Two quarters of

positive net income from continuing

  • perations

2019 Corpora rate Highlights: Net Income

  • me F

From m Cont ntinu nuing O g Ope perations ns

(12.5) (13.4) (16.2) (20.8)

Q 1 2 0 1 7 Q 2 2 0 1 7 Q 3 2 0 1 7 Q 4 2 0 1 7

2017 Net Income ($62.9M)

(3.0) (2.3) 4.9 0.6

Q 1 2 0 1 9 Q 2 2 0 1 9 Q 3 2 0 1 9 Q 4 2 0 1 9

2019 Net Income $0.2M

(12.6) (5.7) (12.1) (10.4)

Q 1 2 0 1 8 Q 2 2 0 1 8 Q 3 2 0 1 8 Q 4 2 0 1 8

2018 Net Income ($40.8M) Full year of positive net income from continuing operations in 2019

($ in millions)

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Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

2019 Corpora rate Highlights: EBITDA a and Adju justed EBITDA

Continued ramp in HPDI and fiscal discipline to improve financial performance

  • First full year of

positive EBITDA

  • Seventh consecutive

quarter of positive adjusted EBITDA

  • Positive EBITDA of

$24.9m, up $38.4m YoY and adjusted EBITDA of $28.4m, up $18.8m

(6.3) (7.5) (11.1) (14.3) 5.4 0.2 3 5.3 4.2 4 11.7 5

  • 20
  • 15
  • 10
  • 5

5 10 15

Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019

EBITDA 2017-2019

(3.9) (5.3) (5.6) (4.9) (3.4) 8.5 4.3 0.2 7.3 8.1 9.4 3.6

  • 20
  • 15
  • 10
  • 5

5 10 15

Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 4Q 2019

Adjusted EBITDA 2017-2019

($ in millions)

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Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

We are taking measures to gather and protect liquidity to weather the storm and ensure we have sufficient working capital to fund operations, service our debts, and emerge strongly after the crisis.

  • Secured agreement from EDC to defer 2020 payments and extended loan maturity
  • Seeking government funding in all locations for wage-subsidy programs
  • Defined and executed temporary salary reductions and operating plans for all sites
  • Deferred annual bonus payments at Corporate
  • Leadership voluntary compensation deferrals – 100% deferral by CEO, CFO and Board
  • Cutting and deferring discretionary expenditures and keeping a close eye on our cash

conversion cycle to manage our working capital

  • Working with our existing and new lenders to seek government-backed financing in Canada

and Italy to support short term liquidity and longer term operational and investment plans

Navigat igating C ing COVID-19 19 - Fina nanc ncial C Commentary

Gathering and Protecting Liquidity

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Macro T acro Tren ends D Driving ing Rapid id Change ange

  • EU HD CO2

Regulations

  • China VI and

Bharat Standard VI

  • Increased anti-diesel

sentiment

  • Lower total cost of
  • wnership
  • Short payback on

incremental purchase price

  • Compelling fuel

price differential, taxation, road tolls

  • Europe
  • China
  • India
  • The “ready now”

alternative fuel

  • Shell building 50

carbon neutral LNG stations in Germany

  • UPS purchases 170

million DGE of RNG

  • Production solutions,

not demonstrations

  • Fleet demand for

lower-carbon fuels

Stringent Regulatory Frameworks Cost Competitive and Market-Ready

Sustainability Leadership and Differentiation

Renewable Gas for Transport at Scale Refuelling Infrastructure Build-Out

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

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2020 Strat rategic O gic Object ctiv ives es

  • 1. The successful commercial launch of Westport

HPDI 2.0™ in China.

  • 2. Material and structural cost reductions to improve

margins and cash flow.

  • 3. New light-duty and heavy-duty OEMs in key market

geographies.

  • 4. Profitable growth of our light-duty product sales

through aftermarket and OEM channels.

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

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PAGE 19 This presentation is confidential and is being issued for informational purposes only, is not intended to provide the basis for any credit or other evaluation and does not form part of any offer or invitation to sell or issue any securities or any solicitation of any offer to purchase or subscribe for any securities. This presentation, in whole or in part, shall not form the basis for any contract or investment decision with respect to Westport Fuel Systems and should not be relied on in connection with any such contract or decision. No reliance should be placed on the accuracy or completeness of the information contained in this presentation. Westport Fuel Systems has not independently verified any data from third party sources referred to in this presentation. This presentation contains forward-looking statements, including statements regarding Westport Fuel Systems’ business, revenue, liquidity and cash usage expectations, future of our development programs, future sales of products and gross margin, the demand for and future availability of our products, the growth rate for various business segments, the costs of various competing technologies, the future success of our business and technology strategies, social and regulatory environments, the performance and competitiveness of Westport Fuel Systems products and expansion of product coverage and future market opportunities. These statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties and are based on both the views of management and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activities, performance or achievements expressed in or implied by these forward looking statements. These risks and uncertainties include risks and are based on certain assumptions related to our revenue growth, operating results, costs and recoveries of ongoing regulatory investigations, industry and products, the general economy, conditions of and access to the capital and debt markets, governmental policies, regulation and approvals, technology innovations, fluctuations in foreign exchange rates, operating expenses, the availability and price of natural gas, global government stimulus packages, the acceptance of and shift to natural gas vehicles, the relaxation or waiver of fuel emission standards, the inability of fleets to access capital

  • r government funding to purchase natural gas vehicles, the development of competing technologies, our ability to adequately develop and deploy our technology, the actions and

determinations of our joint venture and development partners, as well as other risk factors and assumptions that may affect our actual results, performance or achievements or financial position discussed in Westport Fuel Systems most recent Annual Information Form and Annual Report on Form 40-F for the year ended December 31, 2018 and other filings made by Westport Fuel Systems with securities regulators. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they were made. We disclaim any

  • bligation to publicly update or revise such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that

may affect the likelihood that actual results will differ from those set forth in these forward looking statements except as required by National Instrument 51-102. The contents of any website, RSS feed or twitter account referenced in this presentation are not incorporated by reference herein. This communication is not intended to and does not constitute an advertisement, an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as

  • amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, no public offer will be made directly or indirectly, in or into any jurisdiction

where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mail or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. No securities commission or similar authority of the United States, Canada, or any other jurisdiction has reviewed or in any way passed upon this document or the merits of the securities described herein, and any representation to the contrary is an offense.

Westpor

  • rt F

Fuel S l System ems

Forward Looking Statements

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

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Registered Shareholders & Appointed Proxies:

To enter the question queue please press * 1 now.

For Webcast Participants:

Submit your question through the live chat box.

Q&A S A Session w n with M Management nt

Westport Fuel Systems - Annual and Special Meeting - April 29, 2020

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Thank Y You…