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BRP Inc. Proxy Solicitation & Information Statement 2020

Apr 28, 2020

47139_rns_2020-04-28_4e209f61-4bc2-40af-a979-aba9fd08901a.pdf

Proxy Solicitation & Information Statement

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual Meeting to be held on May 28, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered owners should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

  2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  3. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  1. The securities represented by this proxy will be voted in favour of or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 11:00 a.m., Eastern Time, on May 26, 2020.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

  • 1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

To Receive Documents Electronically

  • Go to the following web site:

  • Go to the following web site: • You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting www.investorcentre.com and clicking at the

  • Smartphone? bottom of the page.

  • Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01LBVC

Appointment of Proxyholder

I/We being shareholder(s) of BRP Inc., hereby appoint(s): Mr. José Boisjoli, or failing this person Mr. Martin Langelier.

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

As my/our proxyholder, with full power of substitution, to attend, act and to vote for and on behalf of the shareholder in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual Meeting of Shareholders of BRP Inc. (the “Corporation”), to be held at BRP’s Valcourt Product Development Centre located at 841 Cartier Street, Valcourt, Québec, J0E 2L0, on May 28, 2020 at 11:00 a.m. (Eastern Time), or at any postponement or adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

1. Election of Directors
For Withhold For Withhold For Withhold
01. Pierre Beaudoin 02. Joshua Bekenstein 03. José Boisjoli
04. Charles Bombardier 05. Michael Hanley 06. Louis Laporte Fold
07. Estelle Métayer 08. Nicholas Nomicos 09. Daniel J. O’Neill
10. Edward Philip 11. Joseph Robbins 12. Barbara Samardzich
For Withhold
2. Appointment of Auditor
Appointment of Deloitte LLP, Chartered Professional Accountants, as Auditor of the Corporation.
For Against

3. Advisory Vote on Executive Compensation

Adoption of an advisory non-binding resolution in respect of the Corporation’s approach to executive compensation, as more particularly described in the Management Proxy Circular dated April 28, 2020, which can be found at the Corporation’s website at ir.brp.com and under its profile on SEDAR at www.sedar.com.

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Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s) Date MM / DD / YY

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Information Circular – Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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