BRP : 2024 Management Proxy Circular

N O T I C E O F

ANNUAL MEETING OF SHAREHOLDERS

A N D

MANAGEMENT

PROXY CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS

WILL BE HELD AT 11:00 A.M. (EASTERN TIME),

on May 31, 2024

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 May 31, 2024

Letter from the Chair of the Board of Directors and

the President and Chief Executive Officer

April 25, 2024

Dear Shareholders:

On behalf of the Board of Directors, the management, and all employees of BRP Inc. ("BRP"), I am pleased to inform you that our annual meeting of shareholders will be held on May 31, 2024, at 11:00 a.m. (Eastern time) in a virtual-only format. BRP believes that the use of technology-enhanced shareholder communications makes the meeting more accessible and engaging for all involved by permitting a broader base of shareholders to participate in the meeting and maximize shareholder attendance, which is consistent with the goals of regulators, stakeholders, and others invested in the corporate governance process.

In Fiscal 2024, we delivered solid financial results despite a challenging macroeconomic environment, with revenues reaching a record $10.4 billion. Our performance was driven by good retail momentum that led to further market share gains in the North American Powersports industry, reflecting the quality and diversity of our line-ups. In the second half of the year, we have observed softening consumer demand like the rest of the industry. As a result, we have proactively adjusted production and deliveries to manage network inventory and protect our dealer value proposition. We also combined the powersports and marine groups under one leadership to ensure stronger alignment and focus, create synergies, and leverage functional expertise from both businesses. To sustain our leadership, we will keep positioning BRP for long-term success by investing in development and introducing market-shaping products such as the new mid cc Outlander ATV platform introduced this year, which was BRP's most important launch of the past ten years.

Last December, we celebrated our 20th anniversary as a standalone company. Over this period, we became the leading OEM in the industry, and our manufacturing footprint has grown from 7 to 14 sites and to nearly 3,000 dealers that sell BRP's products in 130 countries. Today, one out of every three powersports product sold in the world carries BRP's logo. I am very proud of this lasting success which reflects the relentless work and dedication of our employees, the strong support of our distributors, dealers and suppliers and the loyalty of our customers. I thank them all for making BRP the leader in the industry.

The enclosed notice of the 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, the appointment of the Company's independent auditor and the Company's approach to executive compensation. The management proxy circular also provides information on our corporate governance practices.

For more information, please contact Investor Relations by e-mail at [e-mail].

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 provide your vote on the business items of the meeting. Although it will be possible to vote your shares during the virtual meeting, we encourage you to vote your shares in advance of the meeting via the Internet, by phone or by signing, dating and returning the proxy form or voting instruction form which were made available to you, and by following the instructions provided in the management proxy circular.

In closing, we thank you for your support and we look forward to your participation at our 2024 annual meeting of shareholders and to continuing to report on our progress.

Sincerely,

José Boisjoli

Chair of the Board of Directors, President and Chief Executive Officer

BRP INC.

NOTICE OF 2024 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 May 31, 2024, via live webcast, to consider and take action on the following matters:

1. to receive the audited annual consolidated financial statements of the Company for the fiscal year ended January 31, 2024, together with the notes thereto and the report issued by an independent registered public accounting firm (the "Report of Independent Registered Public Accounting Firm") thereon (see page 20 of the attached management proxy circular dated April 25, 2024 (the "Circular"));
2. to elect the 12 directors named in the Circular who will serve until the next annual meeting of shareholders or until their successors are elected or appointed (see page 20 of the Circular);
3. to appoint the independent auditor of the Company (see page 34 of the Circular);
4. to consider an advisory non-binding resolution on the Company's approach to executive compensation, as more particularly described in the Circular (see page 36 of the Circular); and
5. to transact such other businesses as may properly be brought before the Meeting or any postponement or adjournment thereof.

The Company is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate in order to maximize shareholder attendance. Shareholders will not be able to attend the Meeting in person, but they may attend by conference call, in which case they may not participate nor vote. Registered shareholders and validly appointed proxyholders will be able to attend, participate and vote at the Meeting online athttps://web.lumiagm.com/489499147. Non-registeredshareholders (being shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting only as guests. Guests will be able to listen to the Meeting but will not be able to vote or ask questions.

Registered shareholders and validly appointed proxyholders will also be entitled to submit questions to the Company in advance of the Meeting by e-mail at [e-mail], and during the Meeting through the platform available at https://web.lumiagm.com/489499147, which questions will, subject to certain verifications by the Company, be addressed at the Meeting. Questions provided in advance by e-mail must be provided by no later than 11:00 a.m. (Eastern time) on May 29, 2024, 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).

Following the Meeting, the webcast of the Meeting will also be accessible on the Company's website at www.brp.comuntil next year's annual meeting of shareholders.

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the audited annual consolidated financial statements of the Company for the fiscal year ended January 31, 2024, together with the notes thereto, the independent auditor's report thereon and the related management's discussion and analysis, and other related materials of the Meeting (the "Proxy Materials") to both its registered and non-registered shareholders. Under the notice-and- access procedures, instead of receiving paper copies of the Proxy Materials, shareholders will receive a notice of availability of proxy materials (the "Notice-and-AccessLetter") (which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting). The Notice-and-Access Letter and voting instruction form or form of proxy have been sent to both registered and non-registered shareholders. Notice-and-access substantially reduces the Company's printing and mailing costs and is more environmentally friendly as it reduces paper and energy consumption.

As a shareholder of the Company, it is very important that you read the Circular and other Proxy Materials carefully. The Circular, which may be accessed on the Company's website atir.brp.comand under its profiles on SEDAR+ atwww.sedarplus.caand EDGAR atwww.sec.gov, contains important information with respect to voting your Shares and the matters to be dealt with at the Meeting. Also enclosed is a form of proxy for the Meeting. The audited annual consolidated financial statements of the Company for the fiscal year ended January 31, 2024, together with the notes thereto, the independent auditor's report thereon and the related management's discussion and analysis, may also be accessed on the Company's website atir.brp.comand under its profiles on SEDAR+ atwww.sedarplus.caand EDGAR atwww.sec.gov.

The Company's board of directors has fixed the close of business on April 18, 2024, 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 after that time will be entitled to vote at the Meeting or any postponement or adjournment thereof.

As a shareholder of the Company, it is very important that you vote your Shares. If you wish that a person other than the management nominees identified in the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Shares, including if you are a non-registered shareholder and wish to appoint yourself as proxyholder to participate and vote at the Meeting, you MUST firstinsert such person's name in the blank space provided in the form of proxy or voting instruction form or complete another proper form of proxy, and, in either case, return the completed form of proxy by following the instructions described therein. After having submitted your form of proxy or voting instruction form identifying such proxyholder, you MUST also register such proxyholder by visiting www.computershare.com/BRPand providing Computershare Investor Services Inc. with your proxyholder's contact information, so that Computershare Investor Services Inc. may provide the proxyholder with a control number via e-mail.Failure to register the proxyholder by no later than 11:00 a.m. (Eastern time) on May 29, 2024, 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), will result in the proxyholder not receiving a control number to participate in the Meeting. Without a control number, proxyholders will not be able to participate nor vote at the Meeting, but will be able to attend as guests. If you are a non-registeredshareholder located in the United States and wish to be able to participate and vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your intermediary and submit such legal proxy to Computershare. For more details, please refer to section "General Information-VotingInformation-Appointment of a Third Party as Proxy" of the Circular.

Proxies must be submitted to Computershare Investor Services Inc. no later than 11:00 a.m. (Eastern time) on May 29, 2024, 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). Non-registered shareholders should carefully follow the instructions of their intermediaries to ensure that their Shares are voted at the Meeting in accordance with such shareholder's instructions.

Shareholders are invited to attend the Meeting remotely via live webcast at 11:00 a.m. (Eastern time) on May 31, 2024, by following the instructions above.

Dated at Valcourt, Québec, this 25th day of April 2024.

By order of the board of directors,

Martin Langelier

Chief Legal Officer & Corporate Services

BRP INC.
MANAGEMENT PROXY CIRCULAR
TABLE OF CONTENTS
	Page
GENERAL INFORMATION	8
Forward-Looking Statements	8
IFRS and Non-IFRS Measures	9
Voting Information	10
Voting Shares Outstanding and Principal Shareholders	18
BUSINESS OF THE MEETING	20
Election of Directors	20
Appointment of Independent Auditor	34
Say-on-Pay Advisory Resolution on Approach to Executive Compensation	36
COMPENSATION OF DIRECTORS	37
Fees Earned by Directors who are not Employees of the Company	38
Share Ownership Guidelines for Non-Employee Directors	39
EXECUTIVE COMPENSATION―DISCUSSION AND ANALYSIS	40
Executive Compensation Philosophy and Objectives	40
Role and Accountabilities of the Human Resources and Compensation Committee	40
Compensation Consulting Services	42
Market Positioning and Benchmarking	42
Compensation Philosophy and Elements of Compensation	44
Share Ownership Requirements	51
Hedging / Anti-Hedging Policy	52
Compensation Risk Management	52
Performance Results	53
Summary Compensation Table	54
Incentive Plan Awards	55
Securities Authorized for Issuance under Equity Compensation Plans	56
Stock Option Plan	57
Pension Plan Benefits	61
Termination and Change of Control Benefits	63
Clawback Policy	65
DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES	67
Board of Directors	67
Position Descriptions	70
Board of Directors Committees	71
Shareholder Engagement	76
Orientation and Continuing Education	77
Ethical Business Conduct	79
Diversity, Equity and Inclusion	81
CSR25 Program	84
Nomination Rights Agreement	85
Majority Voting Policy	86
Advance Notice Requirements for Director Nominations	86
Indemnification and Insurance	86
ADDITIONAL INFORMATION	87
Indebtedness of Directors and Executive Officers	87
Interest of Certain Persons and Companies in Matters to be Acted Upon	87
Interest of Informed Persons in Material Transactions	87
Reimbursement to Bombardier Inc., a company related to Beaudier Group	87
Normal Course Issuer Bid	87
Available Information	88
Shareholder Proposals for Next Annual Meeting of Shareholders	88
Approval by Directors	88
SCHEDULE A	A-1

GENERAL INFORMATION

This management proxy circular (the "Circular") is furnished in connection with the solicitation by management of BRP Inc. ("BRP" or the "Company") of proxies for use at the annual meeting of shareholders of the Company (the "Meeting") to be held on May 31, 2024, at 11:00 a.m. (Eastern time), or any postponements or adjournments thereof, and for the purposes set forth in the accompanying notice of 2024 annual meeting of shareholders (the "Notice of Meeting").

The Company has decided to hold the Meeting virtually via live webcast in order to maximize shareholder attendance for those who would be unable to attend in person and because it also is a very effective way of holding shareholders' meetings. As such, shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to join the Meeting online is provided below.

Unless otherwise noted or the context otherwise requires, all information provided in this Circular is given as at April 18, 2024, and references to the "Company" and "BRP" refer to BRP Inc., its direct and indirect subsidiaries, predecessors and other entities controlled by them. Unless otherwise indicated, all references to "$" or "dollars" in this Circular refer to Canadian dollars.

No person has been authorized to give any information or to make any representation in connection with any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

Forward-Looking Statements

Certain statements in this Circular about the Company's current and future plans, including statements relating to the expected impact of the organizational changes to further improve the Company's position for its long-term growth, including changes combining the Powersports and Marine groups under one leadership, prospects, expectations, anticipations, estimates and intentions, results, levels of activity, performance, objectives, targets, goals or achievements, including the Company's environmental, social and governance ("ESG") targets, goals and initiatives set forth under the Company's CSR25 Program, including targeted reductions in CO2 emissions, and those related to its electrification journey, priorities and strategies, including proactively managing network inventory, financial position, market position, capabilities, competitive strengths and beliefs, the prospects and trends of the industries in which the Company operates, the expected demand for products and services in the markets in which the Company competes, research and product development activities, including projected design, characteristics, capacity or performance of future products and their expected scheduled entry to market and the anticipated impact of such product introductions, or any other future events or developments and other statements in this Circular that are not historical facts constitute forward-looking statements within the meaning of applicable securities laws. The words "may," "will," "would," "should," "could," "expects," "forecasts," "plans," "intends," "trends," "indications," "anticipates," "believes," "estimates," "outlook," "predicts," "projects," "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements.

Forward-looking statements are presented for the purpose of assisting readers in understanding certain key elements of the Company's current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company's business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements contained herein. Forward-looking statements, by their very nature, involve inherent risks and uncertainties and are based on a number of assumptions, both general and specific. The Company cautions that its assumptions may not materialize and that the currently challenging macroeconomic and geopolitical environments in which it evolves may render such assumptions, although believed reasonable at the time they were made, subject to greater

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2023 Proxy Circular

uncertainty. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Company or the industry to be materially different from the outlook or any future results or performance implied by such statements.

In addition, many factors could cause the Company's actual results, level of activity, performance or achievements or future events, or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the following factors, which are discussed in greater detail under the "Risk Factors" section of the Company's management's discussion and analysis (the "2024 MD&A") for the fiscal year ended on January 31, 2024 ("Fiscal 2024") and in other continuous disclosure materials filed from time to time with Canadian securities regulatory authorities and the Securities and Exchange Commission: the impact of adverse economic conditions including in the context of recent significant increases of interest and inflation rates; any decline in social acceptability of the Company and its products, including in connection with the broader adoption of electrical or low-emission products; high levels of indebtedness; any unavailability of additional capital; any supply problems, termination or interruption of supply arrangements or increases in the cost of materials, including as a result of the ongoing military conflict between Russia and Ukraine; the inability to attract, hire and retain key employees, including members of the Company's management team or employees who possess specialized market knowledge and technical skills; any failure of information technology systems, security breach or cyber-attack, or difficulties with the implementation of new systems, including the difficulties in the continued implementation of its ERP system; the Company's reliance on international sales and operations; the Company's inability to successfully execute its growth strategy; fluctuations in foreign currency exchange rates; unfavourable weather conditions and climate change more generally; the seasonal nature of the Company's business and some of its products; the Company's reliance on a network of independent dealers and distributors; any inability of dealers and distributors to secure adequate access to capital; any inability to comply with product safety, health, environmental and noise pollution laws; the Company's large fixed cost base; any failure to compete effectively against competitors or any failure to meet consumers' evolving expectations; any failure to maintain an effective system of internal control over financial reporting and to produce accurate and timely financial statements; any inability to maintain and enhance the Company's reputation and brands; any significant product liability claim; any significant product repair and/or replacement due to product warranty claims or product recalls; any failure to carry proper insurance coverage; the Company's inability to successfully manage inventory levels; any intellectual property infringement and litigation; the Company's inability to successfully execute its manufacturing strategy or to meet customer demand as a result of manufacturing capacity constraints; increased freight and shipping costs or disruptions in transportation and shipping infrastructure; any failure to comply with covenants in financing and other material agreements; any changes in tax laws and unanticipated tax liabilities; any impairment in the carrying value of goodwill and trademarks; any deterioration in relationships with employees; pension plan liabilities; natural disasters; volatility in the market price for the Subordinate Voting Shares; the Company's conduct of business through subsidiaries; the significant influence of Beaudier Group and BCI (both defined below); and future sales of Subordinate Voting Shares by Beaudier Group, BCI, directors, officers or senior management of the Company. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully.

Unless otherwise stated, the forward-looking statements contained in this Circular are made as of the date of this Circular, and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements, including to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities regulations. In the event that the Company does update any forward-looking statements contained in this Circular, no inference should be made that the Company will make additional updates with respect to that statement, related matters or any other forward-looking statement.

IFRS and Non-IFRS Measures

The Company's financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), and this Circular makes reference to certain non-IFRS financial

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2023 Proxy Circular