DOOO BRP Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SD

Specialized Disclosure Report

BRP Inc.

(Exact name of registrant as specified in its charter)

Martin Langelier (450)-532-6154

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed:

☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

☐ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended     .

Section 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

BRP Inc. (herein referred to as the “Company”, “BRP”, “we”, “us”, or “our”) has filed a Conflict Minerals Report for the reporting period from January 1, 2023 to December 31, 2023 (the “2023 Conflict Minerals Report”), which is referenced in Item 1.02 below, as an exhibit to this Form SD and has made the 2023 Conflict Minerals Report publicly available on the EDGAR documents tab of the Investor Relations page of our website at https://news.brp.com/financial-information. Information found on or accessed through this website is not considered part of this report and is not incorporated by reference herein.

Item 1.02 Exhibit

A copy of BRP’s 2023 Conflict Minerals Report is included as Exhibit 1.01 attached to this Form SD.

Section 2 – Resource Extraction Issuer Disclosure

Item 2.01 Resource Extraction Issuer Disclosure and Report

Not applicable.

Section 3 - Exhibits

Item 3.01 Exhibits

The following exhibit is filed as part of this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

EXHIBIT INDEX

Exhibit 1.01

BRP Inc. has included this Conflict Minerals Report as an exhibit to its Form SD for the period from January 1, 2023 to December 31, 2023 as provided for in Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 31, 2024.

Unless the context indicates otherwise, the terms “Company”, “BRP”, “we”, “us”, or “our” refer to BRP Inc. and its consolidated subsidiaries. As used herein, “Conflict Minerals” or “3TG” is defined as, consistent with the Conflict Minerals Rule, cassiterite, columbite-tantalite (coltan), gold, wolframite and the derivatives tin, tantalum and tungsten.

COMPANY OVERVIEW

BRP is a global leader in the design, development, manufacturing, distribution and marketing of powersports vehicles and marine products. BRP’s diversified portfolio of brands and products includes, under the Powersports segment, Year-Round Products such as Can-Am ATVs, SSVs and 3WVs, Seasonal Products such as Ski-Doo and Lynx snowmobiles and Sea-Doo personal watercrafts and pontoons, Rotax engines for karts and recreational aircraft and Pinion gearboxes with Smart Shift system and under the Marine segment, Alumacraft, Manitou and Quintrex boats, Rotax engines for jet boats and Rotax S outboard engine with Stealth Technology.

We do not source 3TG from smelters or refiners and have no direct relationships with mines, and we believe that we are in at least most cases many levels removed from all of these market participants. However, through the efforts described in this Conflict Minerals Report, we seek to ensure that the 3TG in our products is responsibly sourced.

REASONABLE COUNTRY OF ORIGIN INQUIRY

For 2023, BRP determined that 3TG were necessary to the functionality or production of products that it manufactured or contracted to be manufactured. Therefore, BRP conducted a reasonable country of origin inquiry (“RCOI”) within the meaning of the Conflict Minerals Rule to determine whether any of the 3TGs in its in-scope products originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively referred to as the “Covered Countries”), and were not from recycled or scrap sources.

For our RCOI, to the extent applicable, we utilized the same processes and procedures as for our due diligence, in particular Steps 1 and 2 of the Organisation for Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related supplements for gold, tin, tantalum and tungsten (the “OECD Guidance”). The OECD Guidance is discussed further below.

Based on our RCOI, in-scope BRP products may contain 3TGs that originated in the Covered Countries and may not be from recycled or scrap sources. In accordance with the Conflict Minerals Rule, we exercised due diligence.

DUE DILIGENCE PROGRAM

Due Diligence Framework

BRP designed its due diligence measures to conform, in all material respects, with the applicable portions of the OECD Guidance. The OECD Guidance has established a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas. Selected elements of our due diligence program are discussed below. The headings below conform to the headings used in the OECD Guidance for each of the five steps.

Selected Elements of Due Diligence Program

Conflict Minerals Policy and Supplier Code of Conduct

BRP has a conflict minerals policy articulating its 3TG minerals supply chain due diligence process and BRP’s commitments to reporting obligations regarding conflict minerals. The policy is available online and can be found here: www.brp.com/en/about-brp/ethics---compliance.html . Information found on or accessed through this website is not considered part of this report and is not incorporated by reference herein.

BRP is committed to the highest standards of product quality and business integrity in its dealings with suppliers and ensuring that working conditions in our supply chain are safe, that workers are treated with respect and dignity, and that manufacturing processes are environmentally and socially responsible. The BRP Supplier Code of Conduct can be found here https://www.brp.com/en/our-partners/supplier/business-partners-documentation.html .

Internal Compliance Team

BRP has a cross-functional 3TG compliance team led by its Director Intellectual Property & Product Compliance. The 3TG compliance team is responsible for implementing BRP’s 3TG compliance strategy and briefing senior management about the results of our 3TG due diligence.

BRP also uses a third-party service provider (the “Service Provider”) to assist with supplier outreach and validating and evaluating information relating to 3TG usage and sourcing received from suppliers. Some of the activities described in this report have been undertaken by the Service Provider on our behalf. We also utilized specialist outside counsel in connection with selected aspects of our program.

Control Systems and Supplier Engagement

We utilize the Conflict Minerals Reporting Template (the “CMRT”) developed by the Responsible Minerals Initiative (the “RMI”) to identify smelters and refiners in our supply chain. The CMRT requests suppliers to provide information concerning the usage and source of 3TG in their products, as well as information concerning their related compliance efforts. As earlier noted, we utilize the Service Provider to conduct our supplier outreach and follow-up, as well as for the validation and evaluation of supplier responses. BRP also engages with suppliers directly to request CMRTs. BRP has developed an internal procedure that provides for supplier engagement escalation and corrective action if a supplier is not responsive to our CMRT requests.

The Service Provider provides training and educational materials to suppliers to enhance the quality of responses.

We also include in supplier contracts a clause requiring suppliers to provide information about the source of 3TG in the products they sell to us.

Grievance Mechanisms

BRP has multiple grievance mechanisms whereby employees and suppliers can report violations of BRP’s policies, including relating to sourcing of 3TG. Employees and suppliers may anonymously report suspected violations using our Whistleblower Hotline. www.brp.com/en/about-brp/ethics---compliance.html

Records Maintenance

We maintain business records relating to 3TG due diligence, including records of due diligence processes, findings and resulting decisions, for at least five years.

BRP provided a list of suppliers and parts associated with its in-scope products to the Service Provider. Our outreach for 2023 included more than 1200 suppliers. We requested in writing, through the Service Provider, that these suppliers provide us with a completed CMRT. The Service Provider followed up by email or phone on our behalf with suppliers that did not respond to the request within the specified time frame. The Service Provider followed up multiple times with non-responsive suppliers. BRP directly contacted some suppliers that were unresponsive to the Service Provider’s communications, requesting that these suppliers complete the CMRT and submit it to the Service Provider.

The Service Provider, on our behalf, reviewed supplier responses against its written review criteria to identify incomplete responses, potential errors and inaccuracies in the CMRTs. The Service Provider followed up by email with suppliers that submitted a response that triggered specific quality issues relating to completeness and accuracy. In addition, smelter and refiner information provided by suppliers was reviewed by the Service Provider against the RMI’s list of known smelters and refiners. To the extent that a smelter or refiner identified by a supplier is not on that list, the Service Provider may take additional steps to attempt to determine whether the listed entity is a smelter or refiner. Smelter and refiner information also was reviewed against the lists of Conformant and Active (as later defined) smelters and refiners published by the RMI.

To the extent that a smelter or refiner identified by a supplier was not listed as Conformant by the RMI, the Service Provider undertook an additional review to attempt to determine whether that smelter or refiner obtained 3TG from sources that directly or indirectly financed or benefitted armed groups in the Covered Countries. The Service Provider attempted to reach out to the smelter or refiner directly and conducted research to gain more information about the smelter’s or refiner’s sourcing practices, including the countries of origin of the minerals that it processes, the transit and transfer of the minerals that it processes and whether it has in place internal due diligence procedures or other processes to track the chain-of-custody of its 3TG.

Suppliers that identified specific smelters or refiners of concern on their CMRT were contacted by the Service Provider to inform them of the potential for risk, and to evaluate whether or not these smelters and refiners could be connected to BRP’s products. The suppliers were asked to complete a user-defined or product-level CMRT specific to the materials, products or piece parts purchased by BRP, rather than a company-level CMRT, to better identify the connection to products that they supply to BRP. Other suppliers were evaluated internally to determine if they were still active suppliers. If not, they were removed from the scope of data collection.

The Service Provider also evaluated suppliers’ due diligence processes and policies based on the suppliers’ responses to certain of the questions in the CMRT. These questions ask suppliers about their internal processes regarding 3TG.

The results of our supplier outreach campaign and risk assessment are reviewed by our 3TG compliance team and shared with BRP’s leadership team.

BRP has developed processes to assess and respond to risks identified in the supply chain. BRP has a risk management plan, through which the 3TG compliance program is implemented, managed and monitored. Escalations are sent to non-responsive suppliers to indicate the importance of a CMRT response and BRP’s compliance expectations.

Feedback on supplier submissions is given directly to suppliers and educational resources are provided to assist suppliers in corrective action methods or to improve their internal programs. The Service Provider also communicates directly with smelters and refiners that are not yet Conformant to request sourcing information and encourage their involvement with the RMAP program.

In cases where suppliers have continuously been non-responsive or are not committed to corrective action plans, BRP may reassess the business relationship.

BRP does not have a direct relationship with any 3TG smelters or refiners and does not perform or direct audits of these entities within the supply chain. Instead, BRP utilizes third-party audits of smelters and refiners conducted as part of the RMAP.

This report is available on the Investor Relations section of BRP’s website at https://news.brp.com/financial-information . BRP has also publicly filed a Form SD and this report with the U.S. Securities and Exchange Commission.

Identified Smelters and Refiners; Country of Origin Information

The suppliers listed 351 smelters and refiners in completed CMRTs. Of these, 225 were Conformant and 7 were Active.

“Conformant” means that a smelter or refiner has successfully completed an assessment against the applicable Responsible Minerals Assurance Process (“RMAP”) standard or an equivalent cross-recognized assessment. Included smelters and refiners were not necessarily Conformant for all or part of 2023 and may not continue to be Conformant for any future period. “Active” means that the smelter or refiner has committed to undergo an RMAP assessment, completed the relevant documents, and scheduled the on-site assessment. These may be in the pre-assessment, assessment, or corrective action phases of the assessment. All compliance status information in the tables is as of May 15, 2024. Compliance status is based on information published by the RMI, without independent verification by us.

The smelters and refiners listed by suppliers are included on Appendix A. Not all of the included smelters and refiners may have processed the necessary 3TG contained in our in-scope products, since most suppliers reported to us at a “company level” the 3TG contained in all of their products, not just those in the products they sold to us. Smelter and refiner country location is based on information published by the RMI, without independent verification by us.

Appendix B includes an aggregated list of countries of origin from which the reported facilities collectively source 3TGs, based on information provided through the CMRT data collection process, from direct smelter outreach and the RMAP. The 3TG in our in-scope products may not originate from all of the countries listed on Appendix B, and they may have sourced from other countries as well. Alternatively, or in addition, some of the smelters and refiners may have sourced from recycled or scrap sources.

Future Risk Mitigation Efforts

For 2023, BRP has taken, or intends to take, the following steps to mitigate the risk that the necessary 3TG in our in-scope products benefit armed groups in the Covered Countries:

These steps are the same we took in 2023 described elsewhere in this report, which we intend to continue to take in respect of 2024 to the extent applicable.

APPENDIX A: SMELTER LIST

APPENDIX B: COUNTRIES OF ORIGIN