2014 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 1:00 p.m. (Eastern time) on June 12, 2014 at the Laurent Beaudoin Design & Innovation Centre Letter from the Chairman of the Board of Directors and the President and Chief Executive Officer May 2, 2014 Dear Shareholder: After a decade of operating as a stand-alone entity, BRP reached a significant milestone in May 2013 when we successfully completed our initial public offering (“IPO”) to become a public company. We take great pride in the fact that the IPO was one of the most successful in Canada last year. Our story of over 70 years of research and innovation in the quest to deliver the ultimate powersports experience resonated with the investment community and we are very committed to continue profitably growing our business by leveraging our market leading brands. The past year was one of great strides for BRP and we take the opportunity to thank our 7,100 employees worldwide for their engagement, dedication and passion. We are pleased to welcome you as a shareholder of our Company and as such you are cordially invited to attend the first annual meeting of shareholders of BRP Inc. The meeting will be held on June 12, 2014 at the Laurent Beaudoin Design & Innovation Centre, 754 St-Joseph Street, Valcourt, Québec, J0E 2L0 at 1:00 p.m. (Eastern time). The enclosed notice of annual meeting of shareholders and management proxy circular provide 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. Your vote and participation are very important to us. As a holder 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 1:00 p.m. (Eastern time) on June 12, 2014 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, 2014, 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 May 2, 2014 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, 2014, 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 23, 2014 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 10, 2014, 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, 2014. Dated at Valcourt, Québec, this 2nd day of May, 2014. By order of the board of directors, Martin Langelier Senior Vice-President, General Counsel and Secretary 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 ................................................................................................................................. 11 Election of Directors ................................................................................................................................................ 12 Appointment of Auditor .......................................................................................................................................... 26 COMPENSATION OF DIRECTORS ......................................................................................................................... 27 EXECUTIVE COMPENSATION ― DISCUSSION AND ANALYSIS ................................................................... 29 Executive Compensation Philosophy and Objectives .............................................................................................. 29 Role and Accountabilities of the Human Resources, Nomination and Governance Committee ............................. 29 Compensation Consulting Services ......................................................................................................................... 30 Market Positioning and Benchmarking ................................................................................................................... 31 Elements of Compensation ...................................................................................................................................... 33 Share Ownership Guidelines ................................................................................................................................... 37 Hedging / Anti-Hedging Policy ............................................................................................................................... 38 Compensation Risk Management ............................................................................................................................ 38 Performance Results ................................................................................................................................................ 39 Summary Compensation Table ................................................................................................................................ 39 Incentive Plan Awards ............................................................................................................................................. 40 Securities Authorized for Issuance under Equity Compensation Plans ................................................................... 42 Stock Option Plan .................................................................................................................................................... 42 Legacy LTIP ............................................................................................................................................................ 44 Pension Plan Benefits .............................................................................................................................................. 45 Termination and Change of Control Benefits .........................................................................................................

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