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2015 Proxy Circular, Including Notice of Annual Meeting of Shareholders

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2015 Proxy Circular, Including Notice of Annual Meeting of Shareholders BRP INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR Annual meeting of shareholders will be held at 11:00 a.m. (Eastern time) on June 11, 2015 at the Laurent Beaudoin Design & Innovation Centre THIS PAGE INTENTIONALLY LEFT BLANK Letter from the Chairman of the Board of Directors and the President and Chief Executive Officer April 27, 2015 Dear Shareholders: January 31 marked the end of BRP’s second fiscal year since the company became public in May 2013. Although this second year was more complex than we anticipated, we still succeeded in increasing our revenues by 10% compared to prior year and reporting a record normalized net income thanks to the effort and engagement of our 7,600 employees. As shareholders of our company, you are cordially invited to attend the annual meeting of shareholders of BRP Inc. on June 11, 2015 at 11 a.m. EDT, at the Laurent Beaudoin Design & Innovation Centre, 754 St- Joseph Street, Valcourt, Québec, J0E 2L0. The enclosed notice of the annual meeting of shareholders and management proxy circular provides information on all matters to be acted upon by the shareholders, including information on directors nominated for election and the appointment of the Company’s auditors. The management proxy circular also provides information on our corporate governance system and compensation of our senior management. For more information about the activities offered prior to the meeting and the shuttle service to Valcourt, please visit our website at brp.com. Select the Event Calendar tab in the Investor Relations section. Your vote and participation are very important to us. As holders of our shares, please take the time to review the management proxy circular and accompanying materials and provide your vote on the business items of the meeting. If you are unable to attend the meeting in person, we encourage you to vote your shares via the internet or by phone. You can also vote your shares by signing, dating and returning the enclosed proxy card. On behalf of the Board of Directors, we thank you for your support. Sincerely, Laurent Beaudoin José Boisjoli Chairman of the Board President and Chief Executive Officer BRP INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the annual meeting (the “Meeting”) of the holders of subordinate voting shares (the “Subordinate Voting Shares”) and multiple voting shares (the “Multiple Voting Shares” and, together with the Subordinate Voting Shares, the “Shares”) of BRP Inc. (the “Company”) will be held at 11:00 a.m. (Eastern time) on June 11, 2015 at the Laurent Beaudoin Design & Innovation Centre, 754 St-Joseph Street, Valcourt, Québec, J0E 2L0, to consider and take action on the following matters: (1) to receive the consolidated financial statements of the Company for the fiscal year ended January 31, 2015, together with the notes thereto and the independent auditor’s report thereon; (2) to elect the directors of the Company who will serve until the next annual meeting of shareholders or until their successors are elected or appointed; (3) to appoint the auditor of the Company; and (4) to transact such other business as may properly be brought before the Meeting or any postponement or adjournment thereof. As a shareholder of the Company, it is very important that you read this material carefully and then vote your Shares, either by proxy or in person at the Meeting. The accompanying management proxy circular of the Company dated April 27, 2015 provides additional information relating to the matters to be dealt with at the Meeting. Also enclosed is a form of proxy for the Meeting. The consolidated financial statements of the Company for the fiscal year ended January 31, 2015, together with the notes thereto, the independent auditor’s report thereon and the related management’s discussion and analysis are available on SEDAR at www.sedar.com. The Company’s board of directors has fixed the close of business on April 27, 2015 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting, or any postponement or adjournment thereof. No person who becomes a shareholder of record after that time will be entitled to vote at the Meeting or any postponement or adjournment thereof. A shareholder who is unable to be present at the Meeting and who wishes to appoint some other person (who need not be a shareholder) to represent him or her at the Meeting may do so by inserting such person’s name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy, and, in either case, by returning the completed form of proxy in the pre-addressed return envelope provided for that purpose to Computershare Investor Services Inc. no later than 4:00 p.m. (Eastern time) on June 9, 2015, or if the Meeting is postponed or adjourned, by no later than 48 hours prior to the time of such postponed or adjourned meeting (excluding Saturdays, Sundays and holidays). Shareholders who have voted by proxy may still attend the Meeting. Shareholders are invited to attend the Meeting as there will be an opportunity to ask questions and meet with management of the Company. At the Meeting, the Company will also report on its business results for the fiscal year ended January 31, 2015. Dated at Valcourt, Québec, this 27th day of April, 2015. By order of the board of directors, Martin Langelier Senior Vice President, General Counsel and Public Affairs BRP INC. MANAGEMENT PROXY CIRCULAR TABLE OF CONTENTS Page GENERAL INFORMATION........................................................................................................................... 6 Forward-Looking Statements .................................................................................................................... 6 Voting Information ..................................................................................................................................... 6 Voting Shares Outstanding and Principal Shareholders .........................................................................11 BUSINESS OF THE MEETING .................................................................................................................. 13 Election of Directors ................................................................................................................................ 13 Appointment of Auditor ............................................................................................................................ 28 COMPENSATION OF DIRECTORS........................................................................................................... 30 EXECUTIVE COMPENSATI21ʊ',6&866,21$1'ANALYSIS..........................................................32 Executive Compensation Philosophy and Objectives .............................................................................32 Role and Accountabilities of the Human Resources, Nomination and Governance Committee ............33 Compensation Consulting Services ........................................................................................................ 33 Market Positioning and Benchmarking.................................................................................................... 34 Elements of Compensation ..................................................................................................................... 36 Share Ownership Guidelines................................................................................................................... 43 Hedging / Anti-Hedging Policy................................................................................................................. 43 Clawback Policy ...................................................................................................................................... 44 Compensation Risk Management ........................................................................................................... 44 Summary Compensation Table............................................................................................................... 45 Incentive Plan Awards ............................................................................................................................. 47 Stock Options Exercises in Fiscal 2015 .................................................................................................. 49 Securities Authorized for Issuance under Equity Compensation Plans ..................................................49 Stock Option Plan.................................................................................................................................... 49 Legacy LTIP ............................................................................................................................................ 52 Pension Plan Benefits ............................................................................................................................. 53 Termination and Change of Control Benefits .......................................................................................... 55 Performance Results ............................................................................................................................... 58 DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES ..............................................................60 Board of Directors...................................................................................................................................
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