Exhibit 99.1

 

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 at https://web.lumiagm.com/489499147. Non-registered shareholders (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 BRPAGA@brp.com, 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.com until 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-Access Letter”) (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 at ir.brp.com and under its profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.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 at ir.brp.com and under its profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.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 first insert 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/BRP and 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-registered shareholder 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—Voting Information—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

Exhibit 99.2

 

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 ir@brp.com.

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 at https://web.lumiagm.com/489499147. Non-registered shareholders (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 BRPAGA@brp.com, 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.com until 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-Access Letter”) (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 at ir.brp.com and under its profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.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 at ir.brp.com and under its profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.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 first insert 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/BRP and 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-registered shareholder 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—Voting Information—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 uncertainty.

 

8

2024 Proxy Circular

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 measures.

 

9

2024 Proxy Circular

These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS.

The Company believes non-IFRS measures are important supplemental measures of financial performance because they eliminate items that have less bearing on the Company’s financial performance and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of companies, many of which present similar metrics when reporting their results. Management also uses non-IFRS measures in order to facilitate financial performance comparisons from period to period, prepare annual operating budgets, assess the Company’s ability to meet its future debt service, capital expenditure and working capital requirements, and also, as a component in the determination of the short-term incentive compensation for the Company’s employees. A detailed description of the usefulness of each non-IFRS measure can be found in the 2024 MD&A. Because other companies may calculate these non-IFRS measures differently than the Company does, these metrics are not comparable to similarly titled measures reported by other companies. “Normalized EBITDA” is defined as net income before financing costs, financing income, income tax expense, depreciation expense and normalized elements, as described in the 2024 MD&A, such as transaction costs, gain on normal course issuer bid (“NCIB”) and depreciation of intangible assets related to business combinations. “Normalized net income” is defined as net income before normalized elements described in the 2024 MD&A, such as foreign exchange gain on long-term debt and lease liabilities, transaction costs and past service costs, and adjusted to reflect the tax effect on these elements. “Normalized earnings per share—diluted” (“Normalized diluted EPS”) is obtained, by dividing the Normalized net income by the weighted average number of shares—diluted. The Company refers the reader to the “Non-IFRS Measures” and “Selected Consolidated Financial Information” sections of the 2024 MD&A, which are incorporated by reference herein, for definitions and reconciliations of Normalized EBITDA, Normalized net income and Normalized diluted EPS presented by the Company to the most directly comparable IFRS measure. The Company’s 2024 MD&A, financial statements and annual information form dated March 27, 2024 (“2024 AIF”), are available under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Voting Information

The following questions and answers provide guidance on how to vote your subordinate voting shares (the “Subordinate Voting Shares”) and/or multiple voting shares (the “Multiple Voting Shares” and, together with the Subordinate Voting Shares, the “Shares”) of the Company.

How do I access Meeting materials?

 

All Meeting materials have been posted on the Company’s website at ir.brp.com and are also available under the Company’s profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

Who is soliciting my proxy?

 

Management of the Company is soliciting your proxy. It is expected that the solicitation will be made primarily by mail and by Internet, but proxies may also be solicited by telephone, in writing or in person, by directors, officers or employees of the Company and its subsidiaries who will receive no other compensation therefore other than their regular remuneration. The Company may also reimburse brokers and other persons holding Shares in their name or in the name of nominees for the costs incurred in sending Proxy Materials to their principals in order to obtain their proxies. Such costs are expected to be nominal.

 

10

2024 Proxy Circular

Who can vote?

 

Only persons registered as holders of Subordinate Voting Shares and/or Multiple Voting Shares on the books of the Company as of the close of business on April 18, 2024 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any postponement or adjournment thereof, and no person becoming a shareholder after the Record Date shall be entitled to receive notice of, and to vote at, the Meeting or any postponement or adjournment thereof. The failure of any shareholder to receive notice of the Meeting does not deprive the shareholder of the right to vote at the Meeting to which the shareholder would have otherwise been entitled.

What will I be voting on?

 

Holders of Shares will be voting:

 

●

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 (see page 22 of the Circular);

 

●

to appoint the independent auditor of the Company (see page 34);

 

●

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

 

●

to transact such other businesses as may properly be brought before the Meeting or any postponement or adjournment thereof.

How will these matters be decided at the Meeting?

 

A simple majority of the votes cast (50% plus one), in person or by proxy, by the holders of Subordinate Voting Shares and Multiple Voting Shares, voting together as a single class, will constitute approval of each of the matters specified in this Circular.

For further details on majority voting rules as provided by the Canada Business Corporations Act (“CBCA”), please refer to section “Disclosure of Corporate Governance Practices—Majority Voting Policy” of this Circular.

What is the necessary quorum for the Meeting?

 

A quorum of shareholders is present at a meeting of shareholders if the holders of not less than 25% of the shares entitled to vote at the meeting are present online or represented by proxy.

How many votes do I have?

 

The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws in that they do not carry equal voting rights with the Multiple Voting Shares.

Each Multiple Voting Share carries the right to six votes and each Subordinate Voting Share carries the right to one vote. In the aggregate, all of the voting rights associated with the Subordinate Voting Shares represented, as at April 18, 2024, 13.6% of the voting rights attached to all of the issued and outstanding Shares.

The Subordinate Voting Shares are not convertible into any other class of shares. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share. Upon the first date that any Multiple Voting Share shall be held other than by a Permitted Holder (as such term is defined in the Company’s articles), such holder, without any further action, shall automatically be deemed to have exercised his, her or its rights to convert all of the Multiple Voting Shares held by such holder into fully paid and non-assessable Subordinate Voting Shares, on a share for share basis.

 

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2024 Proxy Circular

In addition, all Multiple Voting Shares, regardless of the holder thereof, will convert automatically into Subordinate Voting Shares at such time as Permitted Holders that hold Multiple Voting Shares no longer hold and own, collectively, directly or indirectly, more than 15% of the beneficial ownership interests in the aggregate number of outstanding Multiple Voting Shares and Subordinate Voting Shares (it being understood that the number of Multiple Voting Shares shall be added to the number of Subordinate Voting Shares for the purposes of such calculation).

Under applicable Canadian law, an offer to purchase Multiple Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In accordance with the rules of the Toronto Stock Exchange (the “TSX”) designed to ensure that, in the event of a takeover bid, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Multiple Voting Shares, Beaudier Inc. (“Beaudier”), 4338618 Canada Inc. (“4338618” and, together with Beaudier, the “Beaudier Group”), Bain Capital Luxembourg Investments S.à.r.l. (which subsequently assigned its rights thereunder to Bain Capital Integral Investors II, L.P. (“Bain”)) and Caisse de dépôt et placement du Québec (“CDPQ” and, together with Beaudier Group and Bain, the “Principal Shareholders”), as the holders of all the outstanding Multiple Voting Shares as at May 29, 2013, entered into a coattail agreement dated May 29, 2013, with the Company and Computershare Trust Company of Canada (the “Coattail Agreement”). The Coattail Agreement contains provisions customary for dual class, TSX-listed companies designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under applicable provincial takeover bid legislation to which they would have been entitled if the Multiple Voting Shares had been Subordinate Voting Shares. Additional information relating to the Coattail Agreement can be found in the 2024 AIF available on the Company’s website at ir.brp.com and under its profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

Whom can I call with questions?

 

If you have questions about the information contained in this Circular or require assistance in completing your form of proxy, please contact Computershare Investor Services Inc. (“Computershare”), the Company’s transfer agent, toll-free at 1-800-564-6253, or by mail at:

Computershare Investor Services Inc.

100 University Avenue

8th Floor

Toronto, Ontario M5J 2Y1

Registered shareholders and validly appointed proxyholders will be entitled to submit questions electronically to the Company in advance of the Meeting by e-mail at BRPAGA@brp.com, 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).

Am I a registered shareholder or non-registered shareholder?

 

You are a registered holder if your Shares are registered directly in your name with Computershare. Such Shares are generally evidenced by a share certificate or direct registration statement.

You are a non-registered shareholder if your Shares are held in the name of a depositary or a nominee such as a trustee, financial institution, or securities broker (each an “Intermediary”). If your common shares are listed in an account statement provided to you by your broker, those common shares are, in all likelihood, not registered in your name. Such common shares will more likely be registered under the name of an Intermediary.

 

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2024 Proxy Circular

Without specific instructions, Intermediaries are prohibited from voting the common shares for their client. Pursuant to National Instrument 54–101–Communication with Beneficial Owners of Securities of a Reporting Issuer, each Intermediary is required to request voting instructions from non-registered shareholders prior to shareholders meetings. Intermediaries have their own procedures for sending materials and their own guidelines for the return of documents. 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.

How do I attend the Meeting?

 

The Company is holding the Meeting virtually. Shareholders may attend the Meeting online using a smartphone, tablet or computer, or by conference call.

To attend the Meeting online:

 

●

Make sure the browser on your device is compatible. You will need the latest version of Chrome, Safari, Edge, or Firefox. Internet Explorer is not supported.

 

●

Using your smartphone, tablet or computer, go to the following address: https://web.lumiagm.com/489499147.

 

●

Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for your meeting. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.

 

●

It is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure. The Company recommends that you log in at least one hour before the Meeting starts. The Meeting will begin promptly at 11:00 a.m. (Eastern time) on May 31, 2024, unless otherwise adjourned or postponed.

 

●

Registered shareholders and duly appointed proxyholders:

 

o

Select “I have a login.”

 

o

Registered shareholders: Enter the control number listed on your form of proxy or in the e-mail notification you received, and the password “brp2024” (case sensitive)

 

o

Duly appointed proxyholders: Enter the control number or username provided by Computershare, and the password “brp2024” (case sensitive). Computershare will provide the proxyholder with a control number by e-mail after the deadline of May 29, 2024, has passed (or if the Meeting is postponed or adjourned, within the 48 hours prior to the time of such postponed or adjourned meeting, excluding Saturdays, Sundays and holidays) and after the proxyholder has been duly appointed AND registered as described in “Appointment of a Third Party as Proxy” below.

 

●

Guests:

 

o

Select “I am a guest” and fill in the form.

To attend by conference call:

 

●

French: 1-877-731-3745

 

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2024 Proxy Circular

●

English: 1-888-307-2440

●

Original (without interpretation): 1-888-354-1106

Anyone joining the Meeting on the live webcast as a “guest” or by phone on the conference call, including non-registered shareholders who have not duly appointed themselves as their proxy, will be able to listen to the Meeting but will not be ale to vote or ask questions. Registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as their proxy, who are joining the Meeting at https://web.lumiagm.com/489499147 by following the steps above, will be able to participate and ask questions in real time as well as vote at the appropriate times during the Meeting. Please refer to section “General Information—Voting Information—Appointment of a Third Party as Proxy” of this Circular below for additional information on voting at the Meeting, appointing yourself as a proxyholder and, where applicable, registering with Computershare.

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

Submitting Questions at the Meeting

 

If a registered shareholder or duly appointed proxyholder (including a non-registered shareholder who has duly appointed himself or herself as proxyholder) has a question about one of the items to be voted on by the shareholders at the Meeting, such question may be submitted by selecting the messaging tab on the Lumi AGM online platform at or before the time the matters are presented at the Meeting, and by typing your question within the box at the top of the screen and clicking the send arrow. Questions will be answered on any items to be voted on by the shareholders at the Meeting before the voting is closed. General questions received during the course of the Meeting, but not on matters on the agenda, will be addressed during a live question period following the Meeting.

Only registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) may submit questions at the Meeting, that are germane to the proposals and/or the Meeting. Guests will not be able to submit questions, vote or otherwise participate at the Meeting; however, they will be able to join the webcast as a guest. Shareholders voting by proxy in advance of the Meeting are welcome to join the Meeting as guests.

So that as many questions as possible are answered, shareholders and proxyholders are asked to be brief and concise and to address only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related will be grouped, summarized and answered together. All shareholder questions are welcome. However, the Company does not intend to address questions that are irrelevant to the Company’s operations or to the business of the Meeting, are related to non-public information about the Company, are related to personal grievances, constitute derogatory references to individuals or that are otherwise offensive to third parties, are repetitious or have already been asked by other shareholders, are in furtherance of a shareholder’s personal or business interest, or are out of order or not otherwise appropriate as determined by the Chair of the Meeting in their reasonable judgment.

For any questions asked but not answered during the Meeting, shareholders may contact the Company’s corporate secretary at corporate.secretariat@brp.com.

In the event of technical malfunction or other significant problem that disrupts the Meeting, the Chair of the Meeting may adjourn, recess, or expedite the Meeting, or take such other action that the Chair determines is appropriate considering the circumstances.

 

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2024 Proxy Circular

How do I vote?

 

 

You may vote before the Meeting by completing your form of proxy or voting instruction form in accordance with the instructions provided therein. Non-registered shareholders should also carefully follow all instructions provided by their intermediaries to ensure that their Shares are voted at the Meeting.

The persons named in the form of proxy provided, namely Messrs. José Boisjoli and Martin Langelier, are respectively Chair of the Board of Directors, President and Chief Executive Officer, and Chief Legal Officer & Corporate Services of the Company. However, as further described herein, you may choose another person to act as your proxyholder, including someone who is not a holder of Shares of the Company, by inserting another person’s name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy.

Registered shareholders may vote by proxy as follows: by mail, fax, telephone, or over the Internet on Computershare’s proxy voting website.

Submitting a proxy by mail, fax, e-mail or through Computershare’s website are the only methods by which a registered shareholder may appoint a person other than the members of the management of the Company named in the form of proxy as proxyholder.

Mail or Fax

Registered shareholders electing to submit a proxy by mail or fax must complete, date and sign the form of proxy. It must then be returned to the Company’s transfer agent, Computershare, either in the postage pre-paid return envelope provided or by fax at 1-866-249-7775 (for shareholders in Canada and in the United States) or at (416) 263-9524 (for shareholders outside Canada and the United States), no later than 11:00 a.m. (Eastern time) on May 29, 2024.

Telephone

Registered shareholders electing to submit a proxy by telephone must do so by using a touchtone telephone. The telephone number to call for shareholders in Canada and in the United States is 1-866-732-VOTE (8683). For shareholders outside Canada and the United States, the telephone number to call is 312-588-4290. Shareholders must follow the instructions, use the form of proxy received from the Company and provide the 15-digit control number located on the form of proxy. Instructions are then conveyed by use of the touchtone selections over the telephone.

Internet

Registered shareholders electing to submit a proxy over the Internet must access the following website: www.investorvote.com.

Registered shareholders must then follow the instructions and refer to the form of proxy received from the Company which contains a 15-digit control number located on the form of proxy. Voting instructions are then conveyed electronically by the shareholder over the Internet.

If you are a non-registered shareholder, you should also carefully follow the instructions provided by your intermediary to ensure that your Shares are voted at the Meeting in accordance with your instructions.

 

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2024 Proxy Circular

Registered shareholders may vote at the Meeting by attending the Meeting online, as further described above. Please refer to section “General Information—Voting Information—How do I attend the Meeting?” of this Circular. Once voting has opened, the voting tab will appear, and resolutions and voting choices will be displayed in that tab. To vote, select one of the voting options. A confirmation message will appear once your vote has been received. The number of resolutions for which you have voted, or not yet voted, will be displayed at the top of the screen. You will be able to change your votes until the end the voting period by simply selecting another choice. You will continue to hear the meeting proceedings during this time. To return to the broadcast tab on mobile, tap on the broadcast button after having voted.

Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to participate nor vote at the Meeting, but will be able to attend as guests. This is because the Company and its transfer agent do not have a record of the non-registered shareholders of the Company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a non-registered shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the voting instruction form sent to you and must follow all of the applicable instructions provided by your intermediary. You must also register as a proxyholder by visiting www.computershare.com/BRP by 11:00 a.m. (Eastern time) on May 29, 2024, and provide Computershare with your contact information, so that Computershare may provide you with a control number via e-mail.

In addition, if you are a non-registered shareholder located in the United States and wish to vote at the Meeting, if permitted, you must also submit your legal proxy to Computershare.

Please refer to sections “General Information—Voting Information—Appointment of a Third Party as Proxy” and “General Information—Voting Information—How do I attend the Meeting?” of this Circular.

How will my proxyholder vote?

 

The persons named in the form of proxy provided, namely Messrs. José Boisjoli and Martin Langelier, are respectively Chair of the Board of Directors, President and Chief Executive Officer, and Chief Legal Officer & Corporate Services of the Company. However, as further described herein, you may choose another person to act as your proxyholder, including someone who is not a shareholder of the Company, by inserting another person’s name in the blank space provided in the form of proxy or voting instruction form and following the other applicable steps described in “Appointment of a Third Party as Proxy” below.

On the form of proxy, you may indicate either how you want your proxyholder to vote your Shares, or you can let your proxyholder decide for you. If you have specified in the form of proxy how you want your Shares to be voted on a particular matter (by marking FOR, AGAINST or WITHHOLD), then your proxyholder must vote your Shares accordingly.

If you have not specified in the form of proxy how you want your Shares to be voted on a particular matter, then your proxyholder can vote your Shares as he or she sees fit.

 

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2024 Proxy Circular

Unless contrary instructions are provided, the voting rights attached to the Multiple Voting Shares and/or Subordinate Voting Shares represented by proxies received by the management of the Company will be voted:

 

●

FOR the election of all the nominees proposed as directors; and

 

●

FOR the appointment of Deloitte LLP as independent auditors of the Company and authorizing the Board of Directors to fix their remuneration; and

 

●

FOR the adoption of the advisory non-binding resolution on the Company’s approach to executive compensation (the “Say-on-Pay Advisory Resolution”).

The enclosed form of proxy gives the persons named in it the authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting. As of the date of this Circular, the management of the Company is not aware of any other matter to be presented at the Meeting. If, however, other matters properly come before the Meeting, the persons named in the enclosed form of proxy will vote on them in accordance with their judgment, pursuant to the discretionary authority conferred upon them by the form of proxy with respect to such matters.

Appointment of a Third Party as Proxy

 

The following applies to shareholders who wish to appoint a person (a “third party proxyholder”) other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including non-registered shareholders who wish to appoint themselves as proxyholder to be able to participate and vote at the Meeting.

Shareholders who wish to appoint a third party proxyholder to attend and participate at the Meeting as their proxy and vote their Shares MUST submit their proxy or voting instruction form (as applicable) appointing such third party proxyholder AND register the third party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required to participate and vote at the Meeting. These two steps are further detailed below:

Step 1: Submit your proxy or voting instruction form: To appoint a third party proxyholder, insert such person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

Step 2: Register your proxyholder: To register a proxyholder, shareholders MUST visit www.computershare.com/BRP by 11:00 a.m. (Eastern time) on May 29, 2024, and provide Computershare with the required proxyholder contact information, so that Computershare may provide the proxyholder with a control number via e-mail. Without a control number, proxyholders will not be able to participate nor vote at the Meeting.

If you are a non-registered shareholder 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. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from non-registered shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail or by courier to: service@computershare.com (if by e-mail), or Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (if by courier), and in both cases, must be labelled as “legal proxy” and received by no later than 11:00 a.m. (Eastern time) on May 29, 2024.

 

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2024 Proxy Circular

How can I revoke my proxy?

 

If you are a registered shareholder, you may revoke your proxy at any time before it is acted upon in any manner permitted by law, including by stating clearly, in writing, that you wish to revoke your proxy and by delivering this written statement to Computershare, no later than the last business day before the day of the Meeting, or to the Chair of the Meeting on the day of the Meeting or any postponement or adjournment thereof.

If you are a non-registered shareholder and wish to revoke previously provided voting instructions, you should follow the instructions carefully provided by your intermediary.

If you have followed the process for participating and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.

Voting Shares Outstanding and Principal Shareholders

The Company’s authorized share capital consists of an unlimited number of Multiple Voting Shares and Subordinate Voting Shares and an unlimited number of preferred shares issuable in series. As of April 18, 2024, there were 36,494,011 Subordinate Voting Shares and 38,519,358 Multiple Voting Shares issued and outstanding, and no preferred shares were issued and outstanding. Under the Company’s articles, each Subordinate Voting Share carries the right to one vote and each Multiple Voting Shares carries the right to six votes.

The following table discloses the names of the persons or companies who, to the knowledge of the Company, as of April 18, 2024, beneficially owned, controlled or directed, directly or indirectly, more than 10% of any class or series of the voting securities of the Company:

 

Name		Number of  Multiple Voting  Shares Owned		Percentage of  Outstanding  Multiple Voting Shares		Number of  Subordinate  Voting Shares Owned		Percentage of  Outstanding  Subordinate Voting Shares		Percentage of  Outstanding  Shares		Percentage of  Total Voting Power
Bain Group(1)		11,996,629		31.1%		1,628,558(5)		4.5%		16.0%		26.9%
Beaudier Group
Beaudier(2)		13,000,000		33.7%		—		—		17.3%		29.2%
4338618(3)		8,709,901		22.6%		—		—		11.6%		19.5%
CDPQ(4)		4,812,828		12.5%		977,000		2.7%		6.4%		10.8%

 

 

(1)

Represents shares held by Bain and its affiliates (the “Bain Group”). Bain’s general partner is Bain Capital Investors, LLC (“BCI”), which may be deemed to share voting and dispositive power with respect to the shares held by the Bain Group. The address of BCI is c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, MA 02116. The address of Bain is Ugland House, Church Street, Georgetown KY1-1104 Cayman Islands.

 

(2)

Beaudier is a portfolio holding company of the Beaudoin family and is controlled by Mr. Laurent Beaudoin, former director and current Chairman Emeritus of the Board of Directors, and his wife Mrs. Claire Bombardier Beaudoin, through holding companies which they control. Mr. Pierre Beaudoin, the son of Mr. Laurent Beaudoin and Mrs. Claire Bombardier Beaudoin is currently a director of the Company and will be standing for re-election at the Meeting. Ms. Élaine Beaudoin, the daughter of Mr. Laurent Beaudoin and Mrs. Claire Bombardier Beaudoin is currently a director of the Company and will be standing for re-election at the Meeting.

 

(3)

4338618 is a portfolio holding company which is owned by Mrs. Janine Bombardier, Mrs. Huguette B. Fontaine and Mr. J.R. André Bombardier, through respective holding companies which they control and, in the case of Mrs. Janine Bombardier, a trust to her benefit and the benefit of her issue. Mr. Charles Bombardier, the son of Mr. J.R. André Bombardier is currently a director of the Company and will be standing for re-election at the Meeting.

 

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2024 Proxy Circular

(4)	CDPQ is a long-term institutional investor that manages funds primarily for public and parapublic pension and insurance plans. CDPQ invests these funds globally and across different asset classes namely, equity markets, private equity, infrastructure, real estate and fixed income.

 

(5)

The data published in this table is as of the Record Date. The Company announced on April 19, 2024 the closing of a bought deal secondary offering (the “April 2024 Offering”) pursuant to which Bain sold 1,500,000 SVS of the Company as of April 19, 2024. In connection with the Offering, an aggregate number of 1,628,558 MVS of the Company held by Bain were converted into 1,628,558 SVS of the Company as of April 18, 2024, which is reflected in the above table. For further details on the April 2024 Offering, please refer to the Company’s press release dated April 19, 2024, which is available on the Company’s website at www.brp.com.

 

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2024 Proxy Circular

 

BUSINESS OF THE MEETING

Shareholders will be asked to consider and vote on the following matters at the Meeting:

 

●

the election of the directors of the Company who will serve until the next annual meeting of shareholders or until their successors are elected or appointed (see page 20 of the Circular);

 

●

the appointment of the independent auditor of the Company (see page 34 of the Circular);

 

●

to consider the Say-on-Pay Advisory Resolution, as more particularly described in the Circular (see page 36 of the Circular); and

 

●

such other business as may properly be brought before the Meeting or any adjournment thereof.

The audited annual consolidated financial statements of the Company for Fiscal 2024, along with the notes thereto and the Report of Independent Registered Public Accounting Firm thereon, will be submitted at the Meeting, but no vote thereon is required or expected. These audited annual consolidated financial statements, together with the related management’s discussion and analysis, are available under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and on the Company’s website at ir.brp.com.

Election of Directors

The Company’s articles provide that its Board of Directors shall consist of not less than three and not more than fifteen directors. The Company’s directors are elected annually at the annual meeting of shareholders, except that the Board of Directors can appoint directors in certain circumstances between annual meetings. Each director is expected to hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed.

The Board of Directors is currently comprised of 12 directors, and it is proposed that 12 directors be elected at the Meeting. The persons identified in the section “Business of the Meeting—Election of Directors—Description of Proposed Director Nominees” of this Circular will be nominated for election as directors at the Meeting. All such nominees are presently directors of the Company. Shareholders may vote for each proposed director nominee individually. Each of the proposed director nominees was elected at the annual meeting of the shareholders of the Company held on June 1, 2023, by at least a majority of the votes cast by proxy or at such meeting.

Pursuant to the nomination rights agreement entered into on May 29, 2013, between the Company and the Principal Shareholders (the “Nomination Rights Agreement”), each of Bain Capital Luxembourg Investments S.à.r.l. (which subsequently assigned its rights thereunder to Bain), Beaudier Group and CDPQ are entitled to designate three, three and one member(s) of the Board of Directors, respectively. The current members of the Board of Directors so designated are Messrs. Joshua Bekenstein and Nicholas Nomicos for Bain, Messrs. Pierre Beaudoin and Charles Bombardier, as well as Ms. Élaine Beaudoin for the Beaudier Group, and Ms. Estelle Métayer for CDPQ. Bain elected not to designate a third board member for election at the Meeting. Please refer to section “Disclosure of Corporate Governance Practices—Nomination Rights Agreement” of this Circular.

Unless a proxy specifies that the Shares it represents should be voted against the election of one or more directors or voted in accordance with the specification in the proxy, the persons named in the form of proxy intend to vote FOR the election of each of the nominees listed in this Circular.

Management of the Company does not expect that any of the nominees will be unable, or for any reason, will become unwilling, to stand for election as director at the Meeting.

 

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2024 Proxy Circular

However, if, for any reason, at or before the time of the Meeting, any of the nominees becomes unable to serve and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

 

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2024 Proxy Circular

Description of Proposed Director Nominees

 

ÉLAINE BEAUDOIN		Director
Age: 60    Québec, Canada    Not independent(1)    Director since 2023    2023 Voting Results  For: 99.43%  Against: 0.57%		Ms. Élaine Beaudoin is Vice-President and director of Beaudier, a private holding company which holds Multiple Voting Shares, since 2019. She is a member of several other boards of directors, including Armtex Inc., Hebdo-litho, Bodycad Inc. and the J.Armand Bombardier Foundation. She also sat on the board of directors of Canam Inc. from 2000 to 2017 and chaired its Human Resources Committee and served as a member of its Audit Committee. From 1989 to 1998, she acted as Chief Executive Officer of Unifix Inc., a company specializing in the manufacturing of light-weight concrete panels. Ms. Élaine Beaudoin is a graduate of McGill University and a member of the Ordre des comptables professionnels agréés du Québec (Québec CPA Order). She holds the ICD.D designation from the Institute of Corporate Directors.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		4/4				Entity		Since
				Total:  100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2024:		$211,054

 

Securities Held as of January 31, 2024(3)
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units ($)(4)		Total Market Value of Securities Held ($)(4)
-		-		-		-		-		-		1,338		113,482		113,482
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(5): 1.4(6)

 

Notes
(1)		Ms. Élaine Beaudoin is not considered independent as she is the daughter of Claire Bombardier Beaudoin and Laurent Beaudoin, who both control Beaudier, a Principal Shareholder, through holding companies which they control. Ms. Beaudoin is also the niece of Janine Bombardier, Huguette Bombardier Fontaine and J.R. André Bombardier, who own 4338618, a Principal Shareholder, through holding companies which they control.
(2)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(3)		Ms. Élaine Beaudoin does not personally own any voting securities of the Company. For details regarding Beaudier’s ownership of voting securities of the Company, please refer to section “General Information—Voting Shares Outstanding and Principal Shareholders” of this Circular.
(4)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(5)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024, (U.S.$1.00 = $1. 3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Directors” of this Circular.
(6)		Ms. Élaine Beaudoin’s transition period to meet the minimum share ownership runs until June 1, 2028. Please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Directors” of this Circular.

 

22

2024 Proxy Circular

PIERRE BEAUDOIN		Director
Age: 61    Québec, Canada    Not independent(1)    Director since 2019    2023 Voting Results  For: 95.55%  Against: 4.45%		Mr. Beaudoin is a corporate director. Mr. Beaudoin joined the Marine Products division of Bombardier Inc. in 1985. In October 1990, he was appointed Vice-President, Product Development of the Sea-Doo/Ski-Doo division. In 1992, he was appointed Executive Vice-President of the Sea-Doo/Ski-Doo division and became President of Bombardier Inc. in January 1994. In April 1996, he was promoted to President and Chief Operating Officer of Bombardier Recreational Products. In February 2001, he was appointed President of Bombardier Aerospace Services Limited, Business Aircraft and he became President and Chief Operating Officer of Bombardier Aerospace Services Limited in October of the same year. On December 13, 2004, in addition to his duties as President and Chief Operating Officer of Bombardier Aerospace Services Limited, he was appointed Executive Vice-President of Bombardier Inc. and became a member of the board of directors of Bombardier Inc. On June 4, 2008, he was appointed President and Chief Executive Officer of Bombardier Inc. and served until 2015. He became Executive Chairman of the board of directors of Bombardier Inc. in February 2015 and Chairman of the board of directors in July 2017. He has also been a member of the board of directors of Power Corporation of Canada since 2005. Mr. Beaudoin studied Business Administration at Collège Jean-de-Brébeuf and Industrial Relations at McGill University in Montréal.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Human Resources & Compensation Committee		5/5				Power Corporation of Canada   Bombardier Inc.		2005   2004
		Nominating Governance and Social Responsibility Committee		4/4
				Total:  100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2024:		$312,176

 

Securities Held as of January 31, 2024(3)
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the-Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(4) ($)		Total Market Value of Securities Held(4) ($)
-		-		-		-		-		-		7,125		604,486		604,486
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(5): 4.5x(6)

 

Notes
(1)		Mr. Pierre Beaudoin is not considered independent as he is the son of Claire Bombardier Beaudoin and Laurent Beaudoin, who both control Beaudier, a Principal Shareholder, through holding companies which they control. Mr. Beaudoin is also the nephew of Janine Bombardier, Huguette Bombardier Fontaine and J.R. André Bombardier, who own 4338618, a Principal Shareholder, through holding companies which they control.
(2)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(3)		Mr. Beaudoin does not personally own any voting securities of the Company. For details regarding Beaudier’s ownership of voting securities of the Company, please refer to section “General Information—Voting Shares Outstanding and Principal Shareholders” of this Circular.
(4)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(5)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024, (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Directors” of this Circular.
(6)		Mr. Beaudoin’s transition period to meet the minimum share ownership runs until March 23, 2026. Please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Directors” of this Circular.

 

23

2024 Proxy Circular

JOSHUA BEKENSTEIN		Director
Age: 65    Massachusetts, U.S.A.    Not independent(1)    Director since 2003    2023 Voting Results  For: 93.53%  Against: 6.47%		Mr. Bekenstein is a Senior Advisor at Bain Capital Investors, LLC. Prior to joining BCI in 1984, Mr. Bekenstein spent several years at Bain & Company, Inc., where he was involved with companies in a variety of industries. Mr. Bekenstein is a member of the board of directors and the Human Resources and Compensation Committee of Dollarama Inc. He also serves as a director of Bright Horizons Family Solutions Inc., for which he is a member of the Compensation Committee. He was a member of the board of directors and the Nominating and Governance Committee of Canada Goose Holdings Inc. until 2023. Mr. Bekenstein received a Bachelor of Arts from Yale University and a Master of Business Administration (MBA) from Harvard Business School.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
								Bright Horizons Family Solutions Inc.(2)		2013
		Human Resources & Compensation Committee		5/5				Dollarama Inc.(2)		2009
		Nominating Governance and Social Responsibility Committee		4/4
				Total:  100%
		Value of Total Compensation Received as Director (3)
		Fiscal 2024:		$312,176

 

Securities Held or Controlled as of January 31, 2024(4)
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(5) ($)		Total Market Value of Securities Held(5) ($)
-		-		-		-		-		-		7,125		604,486		604,486
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(6): 4.5x(7)

 

Notes
(1)		Mr. Bekenstein is not considered independent because of his relationship with BCI. For details regarding BCI, please refer to section “General Information—Voting Shares Outstanding and Principal Shareholders” of this Circular.
(2)		Bright Horizons Family Solutions Inc. is a public company since January 2013, but Mr. Bekenstein has been on the board of directors since 1986. Dollarama Inc. is a public company since October 2009, but Mr. Bekenstein has been on the board of directors since 2004.
(3)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(4)		Mr. Bekenstein does not personally own any voting securities of the Company. Mr. Bekenstein is a Managing Director and the Co-Chairman of BCI and as a result may be deemed to share beneficial ownership of the shares held by Bain. For details regarding BCI and Bain’s ownership of voting securities of the Company, please refer to section “General Information—Voting Shares Outstanding and Principal Shareholders” of this Circular.
(5)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(6)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Director” of this Circular.
(7)		Mr. Bekenstein’s transition period to meet the minimum share ownership runs until March 23, 2026. Please refer to section “General Information—Share Ownership Guidelines for Non-Employee Directors” of this Circular.

 

24

2024 Proxy Circular

JOSÉ BOISJOLI		Chair of the Board of Directors, President and Chief Executive Officer
Age: 66    Québec, Canada    Not independent(1)    Director since 2011    2023 Voting Results  For: 99.41%  Against: 0.59%		Mr. Boisjoli is Chair of the Board of Directors of BRP since 2019 and President and Chief Executive Officer of BRP since December 2003, when BRP became a standalone company. In October 1998, Mr. Boisjoli was named President of the Snowmobile and Watercraft division, the largest division of Bombardier Recreational Products Inc. In April 2001, he was given the added responsibility of managing the ATV division. Mr. Boisjoli joined Bombardier Recreational Products Inc. in 1989, after eight years in the pharmaceutical and road safety equipment industries. Mr. Boisjoli served on the board of directors of McCain Foods Group Inc. from January 2018 to February 2022. In 2005, Mr. Boisjoli received the prestigious title of Executive of the Year by Powersports Magazine, the most important powersports magazine in the United States. He was also named Entrepreneur of the Year, Québec, by EY in 2014, CEO of the year 2017 by the Canadian business newspaper Les Affaires, and Global Visionary of the Year in 2023 by The Globe and Mail. Mr. Boisjoli received a Bachelor of Engineering from the Université de Sherbrooke.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment and Risk Committee		5/6				N/A		N/A
				Total:  92%
		Value of Total Compensation Received as Director (2)
		Fiscal 2024:		Nil

 

Securities Held or Controlled as of January 31, 2024
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares(3) ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the-Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units ($)		Total Market Value of Securities Held(3) ($)
1,000,350		84,869,694		-		-		880,175		20,895,697		-		-		105,765,391
Total ownership as multiple of base salary as at January 31, 2024 (Target: 5x annual base salary): 83.2x(4)

 

Notes
(1)		Mr. Boisjoli is not independent as he is President and Chief Executive Officer of the Company.
(2)		No compensation was paid to directors who are employees of the Company. For further information, please refer to section “Compensation of Directors” of this Circular.
(3)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(4)		For further details on the share ownership requirements for certain executives, such as Mr. Boisjoli, please refer to section “Executive Compensation—Discussion and Analysis—Share Ownership Requirements” of this Circular.

 

25

2024 Proxy Circular

CHARLES BOMBARDIER		Director
Age: 50    Québec, Canada    Not independent(1)    Director since 2020    2023 Voting Results  For: 99.43%  Against: 0.57%		Mr. Bombardier is a corporate director. He was hired by BRP in 1989, and he later joined the R&D team to develop advanced vehicle concepts (Can-Am, Ski-Doo & Spyder). In 2006, he left the family business and created Jophem Holdings to finance startups, design new vehicle concepts and build prototypes in collaboration with universities. For 10 years, Mr. Bombardier also operated two BRP dealerships in Québec. Between 2017 and 2019, he has worked as a senior consultant for the International Civil Aviation Organization (ICAO). He is also a member of the board of directors of Bombardier Inc. since 2019. Mr. Bombardier is an engineer and holds a bachelor’s and a master’s of science degrees from the École de technologie supérieure and a certificate in board governance from Université Laval.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment and Risk Committee		6/6				Bombardier Inc.		2019
				Total:  100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2024:		$298,077

 

Securities Held as of January 31, 2024(3)
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(4) ($)		Total Market Value of Securities Held(4) ($)
-		-		-		-		-		-		6,130		520,058		520,058
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(5): 4.3x(6)

 

Notes
(1)		Mr. Bombardier is not considered independent as he is the son of J. R. André Bombardier, who is part of the management of 4338618, a Principal Shareholder. Mr. Bombardier is also the nephew of Claire Bombardier Beaudoin and Laurent Beaudoin, former director and current Chairman Emeritus of the Board of Directors, and who both control Beaudier, a Principal Shareholder, through holding companies which they control.
(2)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(3)		Mr. Bombardier does not personally own any voting securities of the Company. For details regarding Beaudier and 4338618’s ownership of voting securities of the Company, please refer to section “General Information—Voting Shares Outstanding and Principal Shareholders” of this Circular.
(4)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(5)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1 .00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Director” of this Circular.
(6)		Mr. Bombardier’s transition period to meet the minimum share ownership runs until March 23, 2026. Please refer to section “General Information—Share Ownership Guidelines for Non-Employee Directors” of this Circular.

 

26

2024 Proxy Circular

ERNESTO M. HERNÁNDEZ		Director
Age: 66    State of Mexico, Mexico    Independent    Director since 2020    2023 Voting Results  For: 99.97%  Against: 0.03%		Mr. Hernández is a corporate director who has over 40 years of engineering sales, marketing and operations experience in the automotive industry. After starting his career at General Motors (Mexico) in 1980 as a Development Engineer, he worked in several positions including Engineering Manager, Executive Engineer, and Marketing Director. In 2003, he was appointed Vice-President of General Motors de México and Executive Director of Sales, Service and Marketing, where he successfully led the commercial operations of various brands including Chevrolet, Buick, GMC and Cadillac. In 2011, he took the helm as the first Mexican national to be appointed President and Managing Director. He held this role until September 2019 and retired in January 2020. During his tenure, Ernesto M. Hernández managed both the commercial and manufacturing sides of General Motors’ operations in Mexico, Central America and the Caribbean. He sits on the board of directors of Constellation Brands, Inc. and is a member of its Human Resources Committee and its Governance, Nominating and Responsibility Committee. He also sits on the board of directors of Dana Incorporated and is a member of its Audit Committee as well as its Technology and Sustainability Committee. He currently serves in various Chambers of Commerce and Business Councils. Mr. Hernández was an independent director on the board of directors of Grupo KUO, S.A.B. de C.V., DINE, S.A.B. de C.V., and Corporación Zapata, S.A. de C.V. He obtained a Bachelor of Science from Instituto Politécnico Nacional and he has also completed a Master of Science in Administration and a Master of Science in Management from the Instituto Tecnológico Autónomo de México and the Massachusetts Institute of Technology, respectively.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment and Risk Committee		6/6				Constellation Brands, Inc.		2014
		Audit Committee		5/5				Dana Incorporated		2022
				Total:  100%
		Value of Total Compensation Received as Director (1)
		Fiscal 2024:		$310,722

 

Securities Held or Controlled as of January 31, 2024
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(2) ($)		Total Market Value of Securities Held(2) ($)
-		-		-		-		-		-		5,096		432,325		432,325
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(3): 3.2x(4)

 

Notes
(1)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(2)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(3)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Director” of this Circular.
(4)		Mr. Hernández’s transition period to meet the minimum share ownership runs until November 29, 2025. Please refer to section “General Information—Share Ownership Guidelines for Non-Employee Director” of this Circular.

 

27

2024 Proxy Circular

KATHERINE KOUNTZE		Director
Age: 61    Massachusetts, U.S.A.    Independent    Director since 2020    2023 Voting Results  For: 99.97%  Against: 0.03%		Ms. Kountze is the Chief Information Officer (CIO) for Bose Corporation, a consumer retail company that develops sound solutions for entertainment, home audio, aviation, and automotive industries. She has held other various senior IT leadership positions across her over 25 years working in the technology field. Before joining Bose Corporation, Ms. Kountze was the Chief Information Officer for DentaQuest, a company that provides oral health care benefits and delivers oral care, from 2021 to 2022. Between 2012 and 2021, Ms. Kountze was also Senior Vice-President and Chief Information Officer (CIO) for Eversource Energy, the largest provider of electric, gas and water services in the New England area of the United States, where she held that position for 11 years and prior to that Ms. Kountze spent 2 years as the Vice-President and CIO for United Illuminating Company, an electric utility company in Connecticut. She is the Chair for the Boston CIO Leadership Council and a member of the Massachusetts Cybersecurity Council, a cybersecurity advisory group for the Governor of Massachusetts. Ms. Kountze serves on the board of The Children’s Place Inc. and is a member of its Audit Committee since November 2021. She has won several awards including 2021 Top Women in Energy, 2021 Diversity Women Elite 100, Most Impactful Black Women in Boston 2021, 2017 CIO of the Year, and 2015 Women Leading Stem Award. Ms. Kountze holds a bachelor’s degree in actuarial Math and Science and a master’s degree in Computer Science. She also received a certification in Risk and Information Security Controls (CRISC) in 2023.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Audit Committee		5/5				The Children’s Place Inc.		2021
				Total:  100%
		Value of Total Compensation Received as Director (1)
		Fiscal 2024:		$297,335

 

Securities Held or Controlled as of January 31, 2024
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(2) ($)		Total Market Value of Securities Held(2) ($)
-		-		-		-		-		-		5,096		432,325		432,325
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(3): 3.6x(4)

 

Notes
(1)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(2)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(3)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Director” of this Circular.
(4)		Ms. Kountze’s transition period to meet the minimum share ownership runs until November 29, 2025. Please refer to section “General Information—Share Ownership Guidelines for Non-Employee Director” of this Circular.

 

28

2024 Proxy Circular

ESTELLE MÉTAYER		Director
Age: 54    Québec, Canada    Independent    Director since 2014    2023 Voting Results  For: 99.80%  Against: 0.20%		Ms. Métayer is the president of EM Strategy Inc. and an adjunct professor at McGill University. Prior to that, she worked at the ING Bank (Netherlands, Poland), Bouygues Group (France, UK), and in Canada at McKinsey & Company, CAE Inc., and Competia Inc. which she founded and sold in 2004. She currently serves on the board of directors, sits on the Governance, Compensation and Human Resources Committee, the Strategy and Innovation Committee and chairs the Audemars Piguet Private Investment Committee of Audemars Piguet Holding S.A. (Switzerland). She also serves on the board of directors of Martur Fompak International (Republic of Türkiye) for which she is a member of the Audit Committee. Ms. Métayer joined the board of directors of Nortera Foods Inc. (Canada, U.S.A.) in December 2022 and chairs its Human Resources and Governance Committee as well as being chair of the board. In the last few years, she served on various advisory boards and boards of directors, including the board of directors of Ivanhoe Cambridge Inc. (Canada) for which she was a member of the Human Resources and Compensation Committee and chaired its Governance and Ethics Committee (Canada), and Agropur Cooperative (Canada) where she was a member of the Technology Committee, the Governance Committee and the Sustainable Development Committee. Ms. Métayer is a certified director of the Institut Français des Administrateurs and attended the High Performing Boards Program at Harvard Business School. She was trained in the Netherlands, where she obtained her MBA and Drs. from the University of Nijenrode. Ms. Métayer has also developed an expertise in ESG, including climate-related issues, notably through having chaired on several board committees overseeing ESG strategy, and having obtained a certificate on Sustainable Real Estate from Cambridge University in 2021.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Audit Committee		5/5				N/A		N/A
		Nominating, Governance and Social Responsibility Committee		4/4
				Total:  100%
		Value of Total Compensation Received as Director(1)
		Fiscal 2024:		$327,281

 

Securities Held or Controlled as of January 31, 2024
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the-Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(2) ($)		Total Market Value of Securities Held(2) ($)
-		-		-		-		-		-		28,201		2,392,589		2,392,589
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(3): 17.9x

 

Notes
(1)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(2)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(3)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Director” of this Circular.

 

29

2024 Proxy Circular

NICHOLAS NOMICOS		Director
Age: 61    Massachusetts, U.S.A.    Independent    Director from 2004–2015(2)  & 2016–present(2)    2023 Voting Results  For: 99.87%  Against: 0.13%		Mr. Nomicos is a Senior Advisor of Nonantum Capital Partners, LLC, a middle market private equity firm that he founded with other executives in 2018. Prior to that, Mr. Nomicos was at Bain Capital Investors, LLC where he worked from 1999 to 2016 as an Operating Partner focused on investments in the manufacturing and consumer product sectors and as a Managing Director of Bain Capital Credit, LP, the credit arm of BCI. Previously, Mr. Nomicos was a senior corporate development and manufacturing executive at Oak Industries Inc., and he spent several years at Bain & Company, Inc. where he was an engagement manager. Mr. Nomicos serves on the board of directors and is a member of the Audit Committee of Dollarama Inc. He received a Master of Business Administration (MBA) from Harvard Business School and a Bachelor of Science in Engineering from Princeton University.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Audit Committee		5/5				Dollarama Inc.(3)		2009
		Investment and Risk Committee(1)		3/3
				Total:  100%
		Value of Total Compensation Received as Director(4)
		Fiscal 2024:		$328,909

Securities Held or Controlled as of January 31, 2024
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(5) ($)		Total Market Value of Securities Held(5) ($)
-		-		-		-		-		-		7,125		604,486		604,486
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(6): 4.0x(7)

 

Notes
(1)		Mr. Nomicos was appointed as a member of the Investment and Risk Committee on June 1, 2023.
(2)		Mr. Nomicos served a first term as director from 2004 to 2015, and was re-appointed to the Board of Directors in December 2016.
(3)		Dollarama Inc. is a public company since October 2009, but Mr. Nomicos has been a member of its board of directors since 2004.
(4)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(5)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(6)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Director” of this Circular.
(7)		Mr. Nomicos’ transition period to meet the minimum share ownership runs until January 17, 2026. Please refer to section “General Information—Share Ownership Guidelines for Non-Employee Director” of this Circular.

 

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2024 Proxy Circular

EDWARD PHILIP		Director
Age: 58    Massachusetts, U.S.A.    Independent    Director since 2005    2023 Voting Results  For: 98.48%  Against: 1.52%		Mr. Philip is a corporate director. He served as the Chief Operating Officer of Partners in Health (a non-profit health care organization) from 2013 until 2017. In addition, Mr. Philip was a Special Partner at Highland Consumer Fund (consumer-oriented private equity fund), serving in this role from 2013 until 2017. He served as Managing General Partner at Highland Consumer Fund from 2006 to 2013. Prior thereto, Mr. Philip served as President and Chief Executive Officer of Decision Matrix Group, Inc. (research and consulting firm) from 2004 to 2005. Prior to joining Decision Matrix Group, Inc., he held several positions at Terra Networks, S.A. (global Internet company), Lycos, Inc. (an Internet service provider and search company), The Walt Disney Company, and prior thereto Mr. Philip spent a number of years in investment banking. He recently retired from the board of directors of Hasbro, Inc., of which he was a director from 2002 until 2023. Mr. Philip is also the Non-Executive Chairman of United Airlines Holdings, Inc. and sits on its Audit Committee, and is also Chairman of its Executive Committee and of its Nominating and Governance Committee. In addition, he is on the board of directors, a member of the Compensation Committee and Chairman of the Audit Committee of Blade Air Mobility, Inc., a technology-powered, global air mobility platform. Mr. Philip received a B.S. in Economics and Mathematics from Vanderbilt University and holds a Master of Business Administration from Harvard Business School.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		5/6				Entity		Since
		Human Resources & Compensation Committee(1)		4/5				Blade Air Mobility, Inc. (previously Experience Investment Corp.)		2019
		Nominating Governance and Social Responsibility Committee(1)		3/4				United Airlines Holdings, Inc.		2016
				Total:  80%
		Value of Total Compensation Received as Director (2)
		Fiscal 2024:		$370,077

 

Securities Held or Controlled as of January 31, 2024
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares(3) ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(3) ($)		Total Market Value of Securities Held(3) ($)
5,025		426,321		-		-		-		-		31,879		2,704,579		3,130,900
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(4): 18.0x

 

Notes
(1)		Mr. Philip is the Chair of the Human Resources & Compensation Committee and the Nominating Governance and Social Responsibility Committee.
(2)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(3)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(4)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to “Compensation of Directors—Share Ownership Guidelines for Non-Employee Directors” of this Circular.

 

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2024 Proxy Circular

MICHAEL ROSS		Director
Age: 64    Québec, Canada    Independent    Director since 2022    2023 Voting Results  For: 99.99%  Against: 0.01%		Mr. Ross is a corporate director. He was Chief Financial Officer of Sesami Cash Management Technologies Corporation (“Sesami”) from 2022 to 2023. In this role, he was responsible for all financial activities, corporate development, and strategic planning. Prior to joining Sesami, Mr. Ross was Chief Financial Officer of Dollarama Inc. for over a decade. Prior to that, Mr. Ross was CFO of Sanimax Industries, a rendering services company, and spent over 20 years in senior financial roles in the television and broadcasting industry. He began his career as an auditor with Ernst & Young. Mr. Ross is a member of the board of directors of Pixcom Inc., the Fondation CHU Sainte-Justine and FEI—Québec Chapter. He was previously a member of the board of directors of Investissement Québec, la Fondation Marie-Vincent, Fondation Dr. Clown and Muscular Dystrophy Canada. Mr. Ross holds a bachelor’s degree in commerce and a graduate diploma in accounting from Concordia University. He received the Fellow of the Order distinction (FCPA) in 2012.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Audit Committee		5/5				N/A		N/A
				Total:  100%
		Value of Total Compensation Received as Director(1)
		Fiscal 2024:		$295,242

 

Securities Held or Controlled as of January 31, 2024
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(2) ($)		Total Market Value of Securities Held(2) ($)
-		-		-		-		-		-		2,175		184,538		184,538
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(3): 1.5x(4)

 

Notes
(1)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(2)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(3)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Director” of this Circular.
(4)		Mr. Ross joined the Board of Directors on November 21, 2022. His transition period to meet the minimum share ownership runs until November 20, 2027. Please refer to section “General Information—Share Ownership Guidelines for Non-Employee Directors” of this Circular.

 

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2024 Proxy Circular

BARBARA SAMARDZICH		Lead Director(1)
Age: 65    Michigan, U.S.A.    Independent    Director since 2017    2023 Voting Results  For: 99.93%  Against: 0.07%		Ms. Samardzich is a corporate director. Ms. Samardzich previously held various senior leadership positions across her 26-year career with Ford Motor Company. Before retiring in 2016, she was the Vice-President and Chief Operating Officer of Ford Europe leading a team of over 30,000 employees. In previous years, she served as Vice-President, Product Development; Vice-President, Global Powertrain Engineering and held various roles in powertrain and vehicle engineering within Ford. She has also worked in various engineering roles at Westinghouse Electric Corporation. Ms. Samardzich sits on the board of directors of Adient plc (Ireland) and chairs its Human Capital and Compensation Committee and is a member of its Corporate Governance and Executive Committees. She also serves as a director of Amogy Inc., a privately-held clean energy company, and is a member of its Compensation Committee and Audit Committee. She served as a director of Velodyne LiDAR and as a member of its Audit Committee and chair of its Compensation Committee until 2021 and as a director of AB SKF until 2022. She has won many awards including CBTNews “Leading Women in Automotive in 2019” and 2016 Automotive News Europe “25 Leading Women in the European Auto Industry.” Ms. Samardzich holds a Bachelor of Science in Mechanical Engineering from the University of Florida, a Master of Science in Mechanical Engineering from Carnegie Mellon University, and a Master of Science in Engineering Management from Wayne State University.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment & Risk Committee(2)		6/6				Adient plc		2016
		Human Resources & Compensation Committee		5/5
		Nominating Governance and Social Responsibility Committee		4/4
				Total:  100%
		Value of Total Compensation Received as Director(3)
		Fiscal 2024:		$376,671

 

Securities Held or Controlled as of January 31, 2024
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the-Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(4) ($)		Total Market Value of Securities Held(4) ($)
-		-		-		-		-		-		13,062		1,108,218		1,108,218
Total ownership as multiple of retainer as at January 31, 2024 (Target: 5x annual base cash retainer)(5): 5.7x

 

Notes
(1)		Ms. Samardzich is the Lead Director of the Company. Please refer to section “Disclosure of Corporate Governance Practices” of this Circular.
(2)		Ms. Samardzich is Chair of the Investment & Risk Committee.
(3)		For a complete itemization of the compensation, please refer to section “Compensation of Directors” of this Circular.
(4)		Based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, being the last trading day before the end of Fiscal 2024.
(5)		Equity ownership was assessed as at January 31, 2024, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($84.84), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387). For further details on the share ownership guidelines applicable to non-employee directors, please refer to section “Compensation of Directors—Share Ownership Guidelines for Non-Employee Directors” of this Circular.

 

33

2024 Proxy Circular

Cease Trade Orders

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees is, as at the date of this Circular, or has been, within the 10 years prior to the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.

Bankruptcies

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees is, as at the date of this Circular, or has been, within the 10 years prior to the date of this Circular, a director or executive officer of any company (including the Company), that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except for (i) Élaine Beaudoin who was a board member of Bodycad Laboratories Inc., since 2013, which was under the protection of the Companies’ Creditors Arrangement Act (“CCAA”) from December 2022 to April 28, 2023, and (ii) Joshua Bekenstein who was a director of Toys “R” Us, Inc. from 2005 to 2019, which filed for bankruptcy in September 2017, and who was from 2010 to 2017 a director of The Gymboree Corporation, which filed for bankruptcy in June 2017.

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees has, within the 10 years prior to the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or comprise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Securities Penalties or Sanctions

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees has (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed nominee director.

Appointment of Independent Auditor

At the Meeting, shareholders will be asked to appoint the firm of Deloitte LLP (“Deloitte”) to hold office as the Company’s independent auditor until the close of the next annual meeting of shareholders.

Deloitte has served as independent auditor of the Company since 2006 and is independent with respect to the Company within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec.

The audit committee of the Company (the “Audit Committee”) is responsible for the pre-approval of all and any non-audit services to be provided to the Company or its subsidiary entities by the independent auditor. At least annually, the Audit Committee reviews and confirms the independence of the independent auditor by obtaining statements from the independent auditor on any non-audit services.

 

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2024 Proxy Circular

In considering Deloitte’s appointment and Deloitte’s compensation for audit and permitted non-audit services, the Audit Committee considered a number of factors, including, but not limited to:

 

•

Deloitte is a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (PCAOB) as required by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the Rules of the PCAOB;

 

•

Deloitte’s independence and its processes for monitoring and maintaining its independence;

 

•

Deloitte’s depth of understanding of BRP’s operations, accounting policies and practices and internal control over financial reporting;

 

•

Deloitte’s performance during its engagement for the fiscal year ended January 31, 2024, and report describing the firm’s internal quality control procedures and the results of recent reviews of the firm’s quality control system including any independent review;

 

•

the professional qualifications and experience of key members of the engagement team, including the lead audit partner, for the audit of the Company’s consolidated financial statements;

 

•

Deloitte’s global footprint and its alignment with BRP’s worldwide business activities;

 

•

the quality of Deloitte’s communications with the Audit Committee regarding the conduct of the audit, and with management with respect to issues identified in the audit, and the consistency of such communications with applicable auditing standards;

 

•

Deloitte’s reputation for integrity and competence in the fields of accounting and auditing; and

 

•

the appropriateness of Deloitte’s fees for audit and non-audit services.

Unless a proxy specifies that the Shares it represents should be withheld from voting in respect of the appointment of the independent auditor or voted in accordance with the specification in the proxy, the persons named in the form of proxy intend to vote FOR the appointment of Deloitte LLP as independent auditor of the Company. For Fiscal 2024 and the fiscal year ended January 31, 2023 (“Fiscal 2023”), the Company was billed the following fees by its independent auditor, Deloitte LLP:

 

		Fiscal 2024		Fiscal 2023
Audit Fees(1)		5,515,701		4,541,500
Audit Related Fees(2)		1,165,189		772,597
Tax Fees(3)		124,674		126,429
All Other Fees(4)		1,196		-
Total Fees Paid		$6,806,760		$5,440,526

 

(1)	“Audit Fees” include fees necessary to perform the annual audit or reviews of the consolidated financial statements.

(2)

“Audit Related Fees” include fees for assurance and related services by the independent auditor that are reasonably related to the performance of statutory audit or review of the Company’s financial statements other than those included in “Audit Fees,” such as consultation on accounting and reporting matters.

(3)	“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees.” This category includes fees for tax compliance, tax advice and tax planning.

(4)	“Other Fees” include fees for products and services provided by the independent auditor other than those included above.

Additional details with respect to the Audit Committee and the above-mentioned fees can be found in the section entitled “Audit Committee” of the 2024 AIF, available under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and on the Company’s website at ir.brp.com.

 

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2024 Proxy Circular

Say-on-Pay Advisory Resolution on Approach to Executive Compensation

The Human Resources & Compensation Committee (the “HRCC”) and the Board of Directors spend considerable time and effort overseeing the implementation of the Company’s executive compensation program, and are satisfied that the policies and programs in place are based on fundamental principles of pay-for-performance aimed at aligning the interests of the senior executive team with those of shareholders and reflecting competitive market practices. This compensation approach allows the Company to attract, retain and motivate high-performing executives who will be incentivized to increase business performance and enhance shareholder value on a sustainable basis.

The Board of Directors believes that shareholders should have the opportunity to fully understand the objectives and principles underlying executive compensation decisions made by the Board of Directors and is committed to maintaining an ongoing engagement process with the Company’s shareholders by adopting effective measures to receive shareholder feedback. In this light, at last year’s annual shareholder meeting, shareholders were asked to consider an advisory resolution regarding the Company’s approach to executive compensation, which advisory resolution received the approval of 98.31% of shareholders. This year again, at the Meeting, shareholders will be asked to consider the Say-on-Pay Advisory Resolution regarding the Company’s approach to executive compensation, which is described in further details under the section “Executive Compensation—Discussion and Analysis” of this Circular. Such section discusses the Company’s executive compensation philosophy, objectives, policies and practices and provides important information on the key components of the Company’s executive compensation program. It explains how the Company’s executive compensation program is based on a pay-for-performance approach that is aligned with the long-term interests of the Company’s shareholders.

As a result, at the Meeting, shareholders will be asked to consider and, if deemed appropriate, adopt the following annual Say-on-Pay Advisory Resolution:

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders of the Company accept the approach to executive compensation disclosed in the management proxy circular delivered in advance of the 2024 annual meeting of shareholders of the Company.”

As this is an advisory vote, the results will not be binding upon the Board of Directors. However, the HRCC and the Board of Directors will review, analyze and take into account the voting results and the feedback received from the shareholders, as appropriate, when reviewing executive compensation policies and programs in the future. Results of the vote will be disclosed in the report of voting results and related press release and in next year’s management proxy circular to be posted under the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov and on the Company’s website at ir.brp.com shortly after the Meeting.

Unless a proxy specifies that the Shares it represents should be voted against the Say-on-Pay Advisory Resolution or voted in accordance with the specification in the proxy, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote FOR the approval of the Say-on-Pay Advisory Resolution.

 

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2024 Proxy Circular

COMPENSATION OF DIRECTORS

The director compensation program of the Company is designed to (i) attract and retain qualified individuals who possess extensive and relevant experience with other international successful Canadian and U.S.-listed companies, (ii) align the compensation of the directors with the interest of the Company’s shareholders through security-based compensation.

All directors of the Company who are not employees of the Company are entitled to receive compensation for their services as directors. As a result, all directors except Mr. José Boisjoli, Chair of the Board of Directors, President and Chief Executive Officer of the Company, are entitled to director compensation. As President and Chief Executive Officer, Mr. José Boisjoli’s compensation is disclosed under “Executive Compensation—Discussion and Analysis.”

The following table outlines the annual compensation to which all non-employee directors were entitled in Fiscal 2024. For a summary of the total compensation earned by such directors during Fiscal 2024, please refer to the section entitled “Compensation of Directors—Fees Earned by Directors who are not Employees of the Company” of this Circular.

Fiscal 2024 Director Compensation

 

		Compensation Amount ($)(1)
Board Member:
Cash Retainer			107,092
Equity Retainer(2)			174,025
Lead Director:			40,160
Committee Chair Cash Retainer:
Audit Committee			20,080
Human Resources & Compensation Committee			20,080
Nominating Governance and Social Responsibility Committee			20,080
Investment and Risk Committee			20,080
Committee Member Cash Retainer
Audit Committee			13,387
Human Resources & Compensation Committee			13,387
Nominating Governance and Social Responsibility Committee			13,387
Investment and Risk Committee			13,387
Per-Meeting Fees			—

 

 

(1)

The compensation of directors who are not employees of the Company is paid in U.S. dollars. The amounts shown in the above table have been converted in Canadian dollars using the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.3387).

(2)

This amount does not include the dollar value of DSUs (defined hereafter) credited as dividend equivalents.

To encourage the alignment of the interests of the directors with those of the shareholders, a Deferred Share Unit Plan (the “DSU Plan”) was implemented on May 29, 2013. The DSU Plan provides that the entirety of the equity retainer to be received by each director who is not an employee of the Company is to be paid in deferred share units (“DSUs”), and further provides that each such director may elect to receive up to 100% of his or her cash retainer in the form of DSUs.

 

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2024 Proxy Circular

The cash and equity retainers are paid on a quarterly basis and the number of DSUs to be issued is based on the volume weighted average trading price of the Subordinate Voting Shares on the TSX for the five trading days prior to such issuance. The DSUs vest immediately and take the form of a bookkeeping entry credited to the eligible director’s account for as long as he/she remains a director, only to be paid after the director ceases to act as director. If any dividends are paid on the Subordinate Voting Shares, outstanding DSUs earn dividend equivalents in the form of additional DSUs at the same rate as dividends are paid on the Subordinate Voting Shares. The DSU Plan is not dilutive.

In addition to the compensation described above which is payable to directors who are not employees of the Company, BRP vehicles are made available to the directors in accordance with the Company’s policy applicable to Vice-Presidents of the Company. Directors who are not employees of the Company are also entitled to the reimbursement of travel fees and out-of-pocket expenses as applicable.

The Company does not offer a meeting fee for Board of Directors members. The total retainer is deemed to be the full payment for the role of director.

Fees Earned by Directors who are not Employees of the Company

The following table shows the allocation of fees and the total fees earned by the directors who are not employees of the Company during Fiscal 2024.

 

		Fees Earned by Directors who are not Employees of the Company(1)
		Board Cash Retainer(2)								Board Equity Retainer(3)				Committees Cash Retainer
Directors		Dollar Value ($)		Amount Elected to be Received in Cash ($)		Amount Elected to be Received in DSUs		Equivalent Number of DSUs		Dollar Value ($)(4)		Equivalent Number of DSUs		Chair of Committee ($)		Committee Member ($)		Total Fees Earned ($)		All Other Com- pensation ($)		Total ($)
Pierre Beaudoin		107,092		107,092		-		-		178,311		1,809		-		26,773		312,176		-		312,176
Élaine Beaudoin(5)		80,319		80,319						130,735		1,338				-		211,054				211,054
Joshua Bekenstein		107,092		107,092		-		-		178,311		1,809		-		26,773		312,176		-		312,176
Charles Bombardier		107,092		107,092		-		-		177,598		1,802		-		13,387		298,077		-		298,077
Ernesto M. Hernández		107,092		107,092		-		-		176,857		1,795		-		26,773		310,722		-		310,722
Katherine Kountze		107,092		107,092		-		-		176,857		1,795		-		13,387		297,335		-		297,335
Louis Laporte(6)		53,546		53,546						90,108		822				13,333		296,012				296,012
Estelle Métayer		107,092		107,092		-		-		193,416		1,999		-		26,773		327,281		-		327,281
Nicholas Nomicos		107,092		107,092		-		-		178,311		1,809		20,080		23,426		328,909		-		328,909
Edward Philip		107,092		107,092		-		-		196,052		1,987		40,160		26,773		370,077		-		370,077
Michael Ross		107,092		107,092		-		-		174,764		1,774		-		13,387		295,242		-		295,242
Barbara Samardzich		107,092		107,092		-		-		182,567		1,817		20,080		26,773		376,671		-		376,671

 

(1)	The compensation of directors who are not employees of the Company is paid in U.S. dollars. The amounts shown in the above table have been converted in Canadian dollars using the daily rate of exchange published by Refinitiv on January 31, 2024 (U.S.$1 = $1.3387).

(2)	The cash retainers are paid quarterly.

(3)

The DSUs are credited to board members who are not employees of the Company as of the last day of each fiscal quarter of the Company. On the last day of each fiscal quarter, U.S.$32,500 is converted in Canadian dollar, using the daily rate of exchange published by Refinitiv as of such date, and such amount is divided by the volume weighted average trading price of the Subordinate

 

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2024 Proxy Circular

Voting Shares on the TSX for the five trading days preceding such date in order to determine the number of DSUs to be granted. In addition, if and when dividends are paid on the Subordinate Voting Shares, outstanding DSUs earn dividend equivalents in the form of additional DSUs at the same rate as dividends are paid on the Subordinate Voting Shares.

(4)	This amount includes the dollar value of DSUs credited as dividend equivalents up to January 31, 2024.

(5)	Ms. Beaudoin joined the Board of Directors in May 2023. As a result, this table reflects the fees she earned pro rata the applicable period of time during which she was a member of the Board of Directors.

(6)	Mr. Laporte was a member of the Board of Directors from February until May in Fiscal 2024. As a result, this table reflects the fees he earned for the applicable period of time during which he was a member of the Board of Directors.

Share Ownership Guidelines for Non-Employee Directors

The Board of Directors adopted share ownership guidelines according to which each director who is not an employee of the Company is expected to hold at least five times the value of his or her annual base cash compensation in Subordinate Voting Shares and/or DSUs, based on the greater of: (i) the current market price of the Subordinate Voting Shares; and (ii) the closing price of the Subordinate Voting Shares on the date on which the Subordinate Voting Shares or DSUs, as applicable, were acquired. There is a five-year transition period for independent directors to comply from the date of joining the Board of Directors or from the adoption of the original guidelines on March 17, 2016, whichever is greater. In addition, the directors who are not independent directors for purposes of National Instrument 52-110–Audit Committee, as amended from time to time (“NI 52-110”), and who were not subject to the share ownership guidelines prior to its amendment on March 24, 2021 (notably to extend its application to all non-employee directors), have a transition period of five years from the date of joining the Board of Directors or from the adoption of the amended share ownership guidelines on March 24, 2021, whichever is greater, to attain the ownership requirement. As at April 18, 2024, all non-employee directors met the expected minimum share ownership, except for (i) Mr. Hernández, for whom the transition period runs until November 29, 2025, (ii) Ms. Kountze, for whom the transition period runs until November 29, 2025, (iii) Mr. Nomicos, for whom the transition period runs until January 17, 2026, (iv) Messrs. Beaudoin, Bekenstein and Bombardier whose transition periods run until March 23, 2026, (v) Mr. Ross, for whom the transition period runs until November 20, 2027, and (vi) Ms. Beaudoin who joined the Board of Directors on June 1, 2023, and for whom the transition period runs until June 1, 2028.

 

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EXECUTIVE COMPENSATION—DISCUSSION AND ANALYSIS

The following discussion describes the significant elements of the Company’s executive compensation program, with particular emphasis on the process for determining the compensation payable to the named executive officers (“Named Executive Officers” or “NEOs”), being (i) the Chief Executive Officer (“CEO”), (ii) the Chief Financial Officer (“CFO”), (iii) each of the three other most highly compensated executive officers (or individuals acting in a similar capacity) of the Company, and (iv) each individual who would have been a NEO but for the fact that such individual was neither an executive officer of the Company nor acting in a similar capacity at the end of Fiscal 2024.

At the end of Fiscal 2024, the Company announced some changes to its leadership structure. As a result of the announcement, Mr. Sandy Scullion, formerly President, Powersports, was appointed President, Powersports and Marine. For Fiscal 2024, the Company’s NEOs were:

 

●

José Boisjoli, President and CEO;

 

●

Sébastien Martel, CFO;

 

●

Sandy Scullion, President, Powersports and Marine;

 

●

Thomas Uhr, Chief Technology Officer (“CTO”); and

 

●

Denys Lapointe, Chief Design Officer.

Executive Compensation Philosophy and Objectives

The Company’s compensation program is designed to retain, motivate and reward the executive officers for their performance and contribution to the Company’s long-term success, and to align the interests of the executive officers with those of the Company’s shareholders. The Board of Directors seeks to compensate the executive officers by combining short-term cash and long-term equity incentives. It also seeks to reward the achievement of corporate and individual performance objectives and to align executive officers’ incentives with shareholder value creation.

To support the Company’s vision and mission, the executive officers must be fully engaged to innovate and deliver results that meet or exceed expectations from all the Company’s stakeholders, including its shareholders. The Company’s executive officer compensation philosophy is to pay fair, reasonable and competitive compensation with an emphasis on pay-for-performance philosophy.

The Company’s executive officer compensation policy:

 

●

supports and promotes successful execution of the business strategy;

 

●

provides executives with competitive rewards and an appropriate pay mix based on a pay-for-performance philosophy;

 

●

is designed to attract and engage talented and results-oriented executives with experience in a global business environment;

 

●

drives desired performance and encourages discretionary effort; and

 

●

promotes flexibility and agility in managing the business to succeed as a global organization and to adapt to local requirements and culture.

Role and Accountabilities of the Human Resources and Compensation Committee

The HRCC is composed of Messrs. Beaudoin, Bekenstein and Philip and Ms. Samardzich, with Mr. Philip acting as chair. All members of the HRCC have a working familiarity with human resources and compensation matters.

 

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The relevant experience of each member of the HRCC is described as part of their respective biographies. Please refer to section “Business of the Meeting—Election of Directors—Description of Proposed Director Nominees” of this Circular. Mr. Philip and Ms. Samardzich are considered independent under the standards set forth under Section 1.4 of NI 52–110, whereas Messrs. Beaudoin and Bekenstein are not considered independent under such standards. Please refer to section “Disclosure of Corporate Governance Practices—Board of Directors—Independence” of this Circular for a discussion on the independence of the members of the Board of Directors.

The HRCC plays a critical role in the oversight and governance of the Company’s executive compensation policies and programs. The purpose of the HRCC is to assist and act for the Board of Directors in fulfilling its responsibilities with respect to:

 

●

the establishment of key human resources and compensation policies, including all incentive and equity-based compensation plans;

 

●

the performance evaluation of the CEO and the executive officers, and determination of the compensation for the CEO and the executive officers of the Company; and

 

●

the executive officers’ succession planning, including the oversight over the appointment and evaluation of senior management, but excluding the CEO’s succession.

Under the written charter of the HRCC adopted by the Board of Directors, the HRCC assumes the following responsibilities on matters that are specific to executive compensation:

 

●

annually reviews and monitors the Chief Executive Officer’s human resources plan, talent management plan and leadership development plan including overall organizational health and effectiveness and employee engagement and review the Chief Executive Officer’s report on the matter;

 

●

annually reviews and approves a total compensation policy that takes into account, among others, (i) a base salary, (ii) bonus and (iii) other direct and indirect benefits and report to the Board of Directors on these matters;

 

●

annually reviews and makes recommendations to the Board of Directors with respect to the performance goals and objectives relevant to the Chief Executive Officer and Executive Officers’ compensation;

 

●

annually reviews and evaluates the performance of the Chief Executive Officer, and the Executives Officers, in each case in light of pre-established performance objectives and reports its conclusions to the Board of Directors;

 

●

annually reviews the Company’s succession plan for the Executive Officers with the exception of the Chief Executive Officer, including appointment, training and evaluation, and reviews any report from the Chief Executive Officer on the succession plan;

 

●

annually reviews and approves the compensation for the Chief Executive Officer and the Executive Officers, including annual salary, bonus and other direct and indirect benefits, ensures that such compensation realistically reflects their respective responsibilities and, in the Committee’s discretion, recommends any changes to the Board of Directors for consideration;

 

●

considers, recommends, monitors and approves any benefit plans, retirement plans, bonus, stock savings and incentive plans, and stock option and other medium or long-term incentive plans or certain terms or elements thereof for the Chief Executive Officer and the Executive Officers and oversees the administration of such plans, approves any share reserve in respect of any such plan, and assesses the effectiveness and appropriateness of such plans on an ongoing basis;

 

●

oversees, identifies and manages risks in relation to compensation policies and practices and reviews public disclosure in this respect; and

 

●

reviews and approves executive compensation disclosure to be included in the management proxy circular or any other document before it is publicly released.

 

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Please refer to the section “Disclosure of Corporate Governance Practices—Board of Directors Committees—Human Resources and Compensation Committee” of this Circular for further information regarding the HRCC.

Compensation Consulting Services

Under its charter, the HRCC has the authority to retain and does retain, from time to time, the services of executive compensation consultants to provide independent advice on executive compensation and related governance issues. The HRCC also has the authority to determine and pay the fees of such consultants. All compensation and non-compensation services provided by such independent advisors, consultant and experts to the Company must be pre-approved by the HRCC or its chair.

In Fiscal 2023 and 2024, the HRCC retained the services of Meridian Compensation Partners L.L.C. (“Meridian”) to attend some HRCC meetings to present a review of compensation-related decisions as well as report on compensation trends and practices. Ultimately, the compensation-related decisions are made by the HRCC and may reflect factors and considerations other than information and recommendations provided by Meridian. During both Fiscal 2023 and Fiscal 2024, Meridian did not provide any services other than those related to executive compensation as described above, and it did not provide services to the Company’s directors or executive officers directly.

The aggregate fees billed to the Company for Fiscal 2024 and Fiscal 2023 for executive compensation-related services by Meridian are as set out below:

 

				Fiscal 2024		Fiscal 2023
		Executive Compensation-Related Fees     Meridian		$159,729		$68,473
		Total Fees Paid		$159,729		$68,473

Market Positioning and Benchmarking

The Company adopted a compensation policy that is specific to the executive officers of the Company and provides for a positioning of each element of total compensation within a well-defined group of comparable companies.

As part of a compensation review conducted in Fiscal 2022 with the assistance of Meridian, the Canadian and U.S. groups of comparable companies was reviewed and a single blended peer group was established for Fiscal 2023 and Fiscal 2024, comprised of both Canadian and U.S. public companies.

The peer group is comprised of North American publicly traded companies with multinational operations, with revenues ranging from one third to three times BRP’s revenues, and operating primarily in related industries (leisure products, automotive and related industries).

 

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The following table presents the companies included in the peer group used by the Company for purposes of benchmarking executive compensation:

 

Pay Peer Group
Company		LTM Revenues (In Millions)(1)		GICS Sub-Industry (2)		Head-Quarter Location
AtkinsRéalis		$8,255		Construction and Engineering		Montréal, QC, Canada
BorgWarner Inc.		$19,007		Auto Parts and Equipment		Auburn Hills, MI, U.S.A.
Brunswick Corporation		$8,570		Leisure Products		Mettawa, IL, USA
CCL Industries Inc.		$6,650		Metal and Glass Containers		Toronto, ON, Canada
CGI Inc.		$14,449		IT Consulting and Other Services		Montréal, QC, Canada
Finning International Inc.		$10,527		Trading Companies and Distributors		South Surrey, BC, Canada
Harley-Davidson, Inc.		$7,813		Motorcycle Manufacturers		Milwaukee, WI, USA
Linamar Corporation		$9,340		Auto Parts and Equipment		Guelph, ON, Canada
Martinrea International Inc.		$5,339		Auto Parts and Equipment		Vaughan, ON, Canada
NFI Group Inc.		$3,449		Construction Machinery and Heavy Trucks		Winnipeg, MB, Canada
PACCAR Inc.		$47,025		Construction Machinery and Heavy Trucks		Bellevue, WA, U.S.A.
Polaris Inc.		$11,960		Leisure Products		Medina, MN, U.S.A.
TFI International Inc.		$10,069		Trucking		St-Laurent, QC, Canada
Thor Industries, Inc.		$14,075		Automobile Manufacturers		Elkhart, IN, U.S.A.
Winnebago Industries, Inc.		$4,420		Automobile Manufacturers		Forrest City, IA, U.S.A.
WSP Global Inc.		$14,274		Construction and Engineering		Montréal, QC, Canada
BRP		$10,363		Leisure Products		Valcourt, QC, Canada
25th percentile		$7,813
Median		$10,069
75th percentile		$14,075

 

(1)

Data used at the time of the Fiscal 2024 compensation review was sourced from publicly available information as of February 22, 2024. Revenues reported in U.S. dollars were converted from U.S. dollars to Canadian dollars using the foreign exchange rate provided by Refinitiv on January 31, 2024 (U.S.$1.00 = $1.33870).

(2)

Global Industry Classification Standard.

 

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Compensation Philosophy and Elements of Compensation

The Company targets a total compensation at market median and up to the 75th percentile for top performers.

The Company’s executive compensation program consists primarily of six elements: base salary, short-term incentives, long-term equity incentives, group benefits, retirement benefits and perquisites, as illustrated below:

TOTAL DIRECT COMPENSATION

 

 

OTHER ELEMENTS OF COMPENSATION

 

Group Benefits				Retirement Benefits				Perquisites
●  Investment in executive health and well-being. ●  To provide a safety net to protect against the financial burden that can result from illness, disability or death.				●  To provide retirement income security. ●  To retain key talent.				●  Facilitate business conduct and promotion of BRP’s products at a limited cost to the Company.

 

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2024 Proxy Circular

The following chart sets forth (i) the relative weight attributable to each element of target total direct compensation, namely base salary and target short-term and long-term incentives, in the total direct compensation awarded to the NEOs who were employed by the Company at the end of Fiscal 2024, and (ii) at the top of the chart, the percentage, for each such NEOs, of the target total direct compensation which was considered at risk (not guaranteed) for Fiscal 2024:

 

Base Salary

The base salary established for each of the Company’s executive officers is intended to reflect each executive officer’s ability to contribute to the Company’s success through their expertise, experience and know-how. Base salary is not contingent on short-term variation in operating performance, and therefore sustains individual performance and competency development.

The amount payable to an executive officer is determined based on the scope of their responsibilities and relevant experience, while taking into account competitive market compensation within the Company’s comparator groups for similar positions and overall market demand for such executive. Base salaries are targeted at the market median of the competitive market, with base salaries for top performers achieving superior performance being set above the market median of the competitive market.

The HRCC annually reviews and approves the compensation for the Chief Executive Officer and the executive officers, including but not limited to annual salary, ensures that such compensation realistically reflect their respective responsibilities and reports such to the Board of Directors. The HRCC also annually reviews and makes recommendations to the Board of Directors with respect to the performance goals and objectives relevant to the Chief Executive Officer and executive officers’ compensation.

 

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Incentive Programs that Support a Strong Pay-for-Performance Philosophy

 

Pay-for-Performance Philosophy
Short-Term Incentives Incentive plan rewarding achievement of key performance measures				Long-Term Incentives Stock options plan aligning executive compensation with shareholder value creation
Approximately 70% of the target total direct compensation of the NEOs is driven by performance

The Company currently sponsors two incentive programs for its executive officers and other key employees. Each program supports and promotes the successful execution of the business strategy, drives desired performance and encourages discretionary effort. The following presents an overview of the two programs and illustrates how they support a robust pay-for-performance philosophy.

 

 

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Short-Term Incentive Plan

Each executive is provided with an individual bonus payout target and a maximum bonus payout for a given fiscal year, established as a percentage of such executive’s base salary on the assumption that all of the performance measures used under the short-term incentive plan (the “STIP”) are met at target levels and maximum levels, respectively. Targets are aligned at the market median of the competitive market and the maximum bonus payout is set at twice the predetermined bonus payout target for exceptional results. For Fiscal 2024, the bonus payout target and the maximum bonus payout, as a percentage of base salary, for each of the NEOs were as follows:

 

Name and Position		Bonus Payout Target  as a Percentage of Base Salary		Maximum Bonus Payout as a  Percentage of Base  Salary
José Boisjoli  President and CEO		125%		250%
Sébastien Martel  CFO		80%		160%
Sandy Scullion  President, Powersports and Marine		80%		160%
Thomas Uhr  CTO		80%		160%
Denys Lapointe  Chief Design Officer		80%		160%

The Company’s STIP is ultimately under the responsibility of the HRCC which may consider, recommend, monitor and approve incentive plans or certain terms or elements thereof, oversee the administration of such plans and assess the effectiveness and appropriateness of such plans on an ongoing basis. The payout grid, which articulates performance thresholds and multipliers for levels of achievement, is also reviewed annually by the HRCC to assess the appropriate level of targets based on past performances and future outlook.

For Fiscal 2024, the STIP remained on a divisional approach consistent with the approach adopted since the fiscal year ended January 31, 2017 (with the exception of Fiscal 2021 given its particular context). The HRCC considers that it adequately rewards high performance for specific objectives of the Company. As such, the Company’s Fiscal 2024 STIP included performance measures applicable to three bonus divisions, being the Powersports Group, Marine Group and Corporate Functions.

As for previous fiscal years, profitability remained the most important performance measure to deliver on BRP’s growth commitment. As such, the STIP relied on Normalized diluted EPS as a common metric to all bonus divisions, and on Normalized EBIT (as defined below) as an additional metric applicable to the Powersports and Marine bonus divisions. For Fiscal 2024, the Quality Metric remained in the STIP but as an additive component instead of a modifier of the total STIP Payout. It was also extended to the Corporate Functions. Net Working Capital was also reintroduced as a performance measure for all bonus divisions.

The foregoing performance measures, which aimed to support BRP’s growth strategy, were applied as follows:

 

●

For all employees, Normalized diluted EPS had to exceed a minimum threshold for any STIP to be paid out, regardless of the Company’s performance on the other STIP performance measures, as applicable. The HRCC believes that the use of Normalized diluted EPS provides alignment with the interests of the shareholders and that it is important and appropriate in the context of the STIP as

 

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2024 Proxy Circular

it highlights trends in the Company’s core business that may not otherwise be apparent by eliminating items that have less bearing on the Company’s operating performance.

 

●

For the Powersports and Marine bonus divisions, Normalized EBIT was used as an additional metric to measure operational efficiency and growth, taking into consideration costs related to past and current investments, which are significant for BRP.

 

●

For the three bonus divisions, Net Working Capital was reintroduced to the STIP. This measure aims to increase focus on the Company’s management of its cash through the following three important cash management pillars: inventories, accounts receivable and accounts payable. The Company believes that improvement in Net Working Capital management will ultimately improve the Company’s overall cash position and its return on capital.

 

●

In Fiscal 2024, Quality Metric remained in the STIP but as an additive component instead as of a modifier of the total bonus payout and its applicability was also extended to the Corporate Functions. This measure aims to increase the Company’s focus on quality and reduce risks.

The following table presents the performance measures used under the STIP for Fiscal 2024, with the applicable bonus divisions and their relative weighting:

 

Powersports Group(1)		Marine Group		Corporate Functions(2)
65% Company’s Normalized diluted EPS		65% Company’s Normalized diluted EPS		85% Company’s Normalized diluted EPS
20% Powersports Group Normalized EBIT		20% Marine Group Normalized EBIT
7.5% Net Working Capital		7.5% Net Working Capital		10% Net Working Capital
7.5% Quality Metric		7.5% Quality Metric		5% Quality Metric

 

(1) For Fiscal 2024, applicable to Mr. Scullion.

(2) For Fiscal 2024, applicable to Messrs. Boisjoli, Martel, Uhr and Lapointe.

 

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2024 Proxy Circular

The table below sets forth the definition and the threshold levels applicable to each performance measure under the Company’s Fiscal 2024 STIP. For each performance measure, the threshold level corresponds to the minimum level of performance to be achieved in order for each performance measure to contribute to a payout.

 

Performance Measure		Definition		Threshold Level
Normalized diluted EPS		Non-IFRS measure calculated by dividing the normalized net income by the weighted average number of shares on a diluted basis. Normalized net income is defined as net income before normalized elements adjusted to reflect the tax effect on these elements. Please refer to section “IFRS and Non-IFRS Measures” of this Circular, and the 2024 MD&A for further information on non-IFRS financial measure.		Set at previous year’s Normalized diluted EPS level
Normalized EBIT		Non-IFRS measure defined as net income before financing costs, financing income, income taxes expense (recovery) and normalized elements, at each division level. Please refer to section “IFRS and Non-IFRS Measures” of this Circular, and the 2024 MD&A for further information on non-IFRS financial measure.		Set at a reasonable level compared to expected results(1)
Net Working Capital		(Yearly average of net working capital measured at month-end / total revenues) x 365 days, Consolidated results.		Set at previous year’s Net Working Capital level, adjusted on the Company’s regional sales mix
Quality Metric		The quality metric is based on inspections completed prior to the delivery of products to dealers and are dependent upon the number of units registered with at least one claim by the dealers		Set at a reasonable level compared to expected results(1)

 

 

(1) The HRCC has concluded that it would be seriously prejudicial to the Company’s interests to publicly disclose the level of performance that is associated with threshold, target and maximum levels applicable to Normalized diluted EPS, Normalized EBIT, Net Working Capital and Quality Metric for the bonus divisions. The levels of these performance measures could be used by competitors to infer conclusions about confidential strategic priorities of the Company and its operations. The targets related to these performance measures are intended to be challenging—neither impossible nor easy to achieve.

For each performance measure, the payout is determined based on achievement that is calculated on a straight-line basis with payout set at 0% (threshold), 100% (at target) and 200% (maximum). For each participant under the STIP, the actual bonus payout achieved, as a percentage of base salary, is then determined based on the consolidated payout percentage of all performance measures, multiplied by the Bonus Payout Target as a Percentage of Base Salary, subject to the Maximum Bonus Payout.

The performance metrics, achievement, payout multiplier, relative weight and payout under the STIP for each performance measure and on a consolidated basis for each NEO for Fiscal 2024, as approved by the HRCC, are set out in the table below.

 

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2024 Proxy Circular

Performance   Measure		Relative Weight		Achievement		Payout(1)		Consolidated  Payout(2)		STIP Target as  Percentage  of Base Salary		Actual STIP Payout as  Percentage  of Base Salary
For NEOs under the Corporate Functions STIP (CEO, CFO, CTO, Chief Design Officer)
Normalized Diluted EPS		85%		0%		0%
Net Working Capital		10%		0%		0%		0.00%
Quality Metric		5%		200%		0%
José Boisjoli, President and CEO										125%			0%
Sébastien Martel, CFO										80%			0%
Thomas Uhr, CTO										80%			0%
Denys Lapointe, Chief Design Officer										80%			0%
For NEOs under the Powersports Group STIP (President, Powersports and Marine)
Normalized Diluted EPS		65%		0%		0%
Powersports Group  Normalized EBIT		20%		0%		0%		0.00%
Net Working Capital		7.5%		0%		0%
Quality Metric		7.5%		200%		0%
Sandy Scullion, President, Powersports and Marine										80%			0.00%
Marine Group STIP (No NEOs under the Marine Group STIP, for Fiscal 2024)
Normalized Diluted EPS		65%		0%		0%
Marine Group  Normalized EBIT		20%		0%		0%		0.00%
Net Working Capital		7.5%		0%		0%
Quality Metric		7.5%		0%		0%

 

 

(1) The payout represents the achievement for each performance metric, expressed as a percentage and is subject to the relative weight of each performance measure.

(2) The consolidated payout represents the sum of payouts for each performance metric, subject to its relative weight, and expressed as a percentage.

Long-Term Incentive Plan

The Company believes that equity-based awards are an important component of its executive compensation program and should represent a significant portion of its compensation package. The HRCC believes that such awards provide management with a strong link to long-term corporate performance and the creation of shareholder value, and therefore support the Company’s pay-for-performance philosophy and the alignment of the interests of executive officers with those of the Company’s shareholders. Equity-based awards allow the Company to reward (i) executive officers for their sustained contributions to the successes of the Company and (ii) continued employment by an executive officer, with an associated benefit to the Company of employee continuity and retention.

In Fiscal 2024, the Company had one long-term incentive plan pursuant to which grants were made, the long-term incentive plan (the “LTIP” or the “Stock Option Plan”), which was established in May 2013 in connection with the Company’s IPO and amended on May 31, 2018, and November 29, 2022, pursuant to which stock options may be granted to officers, employees and, in limited circumstances, consultants of the Company.

 

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2024 Proxy Circular

The LTIP is further described under the section “Executive Compensation—Discussion and Analysis—Stock Option Plan” of this Circular.

Pension and Retirement Benefits

Pension and retirement benefits made available by the Company to the NEOs are described below under the section “Executive Compensation—Discussion and Analysis—Pension Plan Benefits” of this Circular. Pension and retirement benefits aim at providing financial protection upon retirement to their participants.

Group Insurance Benefits

The Company offers medical, dental, life, accidental death and dismemberment, and short- and long-term disability insurance coverage to executives, including the NEOs.

Perquisites

Perquisites include leased automobiles, availability of Company products, financial counselling services, an annual health assessment and certain other health benefits, as well as post-retirement benefits.

Share Ownership Requirements

The Company has share ownership requirements which provide that certain executives, including the NEOs, are required to maintain minimum holdings of the Company’s equity based on their compensation and position. The share ownership requirements aim at ensuring that interests of executives remain aligned with those of shareholders and demonstrate that NEOs are financially committed to the Company through personal equity ownership. The Nominating, Governance and Social Responsibility Committee (the “NGSRC”) monitors executives’ share ownership to ensure that the share ownership requirements are met.

Under the share ownership requirements (the “Share Ownership Requirements”) adopted by the Board of Directors and as amended on November 29, 2022, and on September 6, 2023, ownership requirements are set to five times the value of the base salary for the CEO, three times for the CFO and the President, Powersports and Marine, and twice for Executive Vice Presidents and certain functional Chiefs. For the purposes of assessing these share ownership requirements, the value of Subordinate Voting Shares and vested Options are included while the potential value of unvested Options is not included. Subordinate Voting Shares are valued based on the highest of the market value at fiscal year-end and the cost base of the Subordinate Voting Shares, while vested unexercised Options are valued based on the difference between the market value at fiscal year-end and the Option exercise price. Executives have a period of five years from the date they become subject to the Share Ownership Requirements or to amendments thereof, as applicable, to attain their ownership requirement. Once the executive satisfies the requirement, the share ownership requirements must be maintained for as long as he or she is subject to these requirements. If the executive is not in compliance with his or her ownership requirement, he or she must retain all Subordinate Voting Shares and/or vested Options until the requirement is met.

 

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The following table highlights the minimum holding requirements as a multiple of base salary applicable under the Share Ownership Requirements, for each of the NEOs who were employed by the Company as at the end of Fiscal 2024, as well as the total number and market value of Subordinate Voting Shares and /or Unexercised Vested Stock Options held by such NEOs:

 

		Share Ownership Requirements				Subordinate Voting Shares and/or Vested Stock Options Held		Equity  Ownership  is Met
NEOs		As a Multiple of  Base Salary		($)		Market     Value(1)     ($)
José Boisjoli  President and CEO		5x		6,354,080		105,765,391		Yes
Sébastien Martel  CFO		3x		1,896,000		9,376,068		Yes
Sandy Scullion  President, Powersports and Marine		3x		1,896,000		5,501,336		Yes
Thomas Uhr  CTO		2x		1,078,956		4,185,510		Yes
Denys Lapointe  Chief Design Officer		2x		947,700		4,857,088		Yes

 

 

(1)

The value of the Subordinate Voting Shares is based on the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, multiplied by the number of Subordinate Voting Shares. The value of vested Options is calculated based on the difference between the closing price of the Subordinate Voting Shares on the TSX ($84.84) on January 31, 2024, and the Option exercise price, multiplied by the number of unexercised vested Options.

Hedging / Anti-Hedging Policy

The NEOs and the directors are, under the terms of the Company’s insider trading policy, prohibited from purchasing financial instruments designed to hedge or offset a decrease in the market value of shares, including shares granted as, or underlying, share-based compensation or otherwise held directly or indirectly by a NEO or a director.

Compensation Risk Management

The Company’s current compensation structure attempts to ensure that compensation and incentive plans do not promote unwanted behaviour and unnecessary risk taking based on:

 

●

a well-balanced mix of base salary, STIP and LTIP compensation;

 

●

a STIP based on a profitability measure applied to all employees in the organization, including the executives;

 

●

a STIP with a minimum corporate profitability level that prevents from paying any STIP amount unless such minimum threshold is met;

 

●

maximums being applied to payouts under the STIP (twice target);

 

●

the use of a performance measure aligned with the Company’s business strategy and the creation of long-term value for the shareholders, with no measure being related to aggressive revenue growth that could encourage excessive risk-taking detrimental to the long-term profitability of the business of the Company;

 

●

share ownership requirements requiring NEOs and other executives to maintain a meaningful equity ownership in the Company;

 

●

a prohibition on the hedging of equity-based compensation;

 

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