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 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. 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 other 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. Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 2
Thank y you for y your s servi vice! Tony H y Harri ris Colin Jo lin John hnson Rod od Nu Nunn Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 3
Today’s O Order o of Events ts 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 Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 4
Direct rector ors P Present nt a at t the M e Meet eetin ing David Johnson Brenda Eprile Dan Hancock Director & CEO Director (Chair) Director Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 5
Senio ior M r Manage gement P Present nt a at t the M e Meet eetin ing Richard Orazietti Jim Arthurs Lance Follett Karen Hamberg SVP , Corporate Development, IP VP , Sustainability and External Chief Financial Officer EVP & Director, CWI and Legal Affairs Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 6
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 Bruce Hibbard External Counsel & Corporate 9. Termination Secretary PAGE 7 Westport Fuel Systems - Annual and Special Meeting - April 29, 2020
Elect ectio ion o of Direc rector ors 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 Votes for each individual director should be cast directly with the scrutineer. • David Johnson • Eileen Wheatman If you haven’t already spoken with the scrutineer, when prompted please press * 4. • Karl-Viktor Schaller • Michele Buchignani • Peter Yu • Rita Forst Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 8
Appointmen tment o of 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. VOTE Press * 1 – IN FAVOUR Press * 2 – WITHHOLD Press * 4 – To speak to the scrutineer after the meeting Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 9
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 VOTE (the "Omnibus Plan") shall be amended: (a) such that the termination date of 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 Press * 1 – IN FAVOUR 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 Press * 2 – AGAINST equity-based incentive awards; and (c) to include the housekeeping changes described in the Corporation's Management Information Circular Press * 3 – ABSTAIN dated March 17, 2020; and 2. Any director or officer of the Corporation is hereby authorized and Press * 4 – To speak with directed, for and on behalf of the Corporation, to execute and deliver all the scrutineer after the such documents and instruments and to do all such acts and things as in meeting 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 PAGE 10
Advisor ory V y Vote o e on Execut ecutiv ive C e Compens ensat ation ion – Say-on on-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. VOTE Press * 1 – IN FAVOUR Press * 2 – AGAINST Press * 3 – ABSTAIN Press * 4 – To speak to the scrutineer after the meeting Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 11
Business U ss Upda date b by CEO D David d M. J John hnso son Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 12
2019 C 9 Corp rporate Hi High ghlights: R Revenue • Transportation revenue grew to $305M • Up 13% over 2018 ($ in millions) • Up 33% over 2017 • Revenue growth mainly due to HPDI volume ramp in Europe Balanced business with market-ready solutions and customers in 70 countries PAGE 13 Westport Fuel Systems - Annual and Special Meeting - April 29, 2020
2019 Corpora rate Highlights: Net Income ome F From m Cont ntinu nuing O g Ope perations ns • $41M improvement from 2018 2017 Net Income 2018 Net Income 2019 Net Income ($62.9M) ($40.8M) $0.2M • $62M improvement from 2017 4.9 ($ in millions) 0.6 • Two quarters of (2.3) (3.0) positive net income (5.7) from continuing (10.4) operations (12.1) (12.5) (12.6) (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 Q 1 2 0 1 8 Q 2 2 0 1 8 Q 3 2 0 1 8 Q 4 2 0 1 8 Q 1 2 0 1 9 Q 2 2 0 1 9 Q 3 2 0 1 9 Q 4 2 0 1 9 Full year of positive net income from continuing operations in 2019 Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 14
2019 Corpora rate Highlights: EBITDA a and Adju justed EBITDA • First full year of positive EBITDA EBITDA Adjusted EBITDA • Seventh consecutive 2017-2019 2017-2019 quarter of positive 15 15 adjusted EBITDA 11.7 9.4 8.5 8.1 10 10 ($ in millions) 7.3 5.4 5.3 5 4.2 4.3 4 3.6 5 3 5 0.2 0.2 • Positive EBITDA of 0 0 $24.9m, up $38.4m -5 -5 (3.9) (5.3) (5.6) (4.9) (3.4) (6.3) (7.5) YoY and adjusted -10 -10 EBITDA of $28.4m, (11.1) -15 -15 (14.3) up $18.8m -20 -20 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 4Q 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 Continued ramp in HPDI and fiscal discipline to improve financial performance Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 15
Navigat igating C ing COVID-19 19 - Fina nanc ncial C Commentary 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. Gathering and Secured agreement from EDC to defer 2020 payments and extended loan maturity Protecting Seeking government funding in all locations for wage-subsidy programs Liquidity 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 Westport Fuel Systems - Annual and Special Meeting - April 29, 2020 PAGE 16
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