Exhibit 99.1

 

BRP INC.

NOTICE OF 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special 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 “Corporation”) will be held at 11:00 a.m. (Eastern time) on May 29, 2025, via live webcast, to consider and take action on the following matters:

 

(1)

to receive the audited annual consolidated financial statements of the Corporation for the fiscal year ended January 31, 2025, 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 21 of the attached management proxy circular dated April 23, 2025 (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 21 of the Circular);

 

(3)

to appoint the independent auditor of the Corporation (see page 35 of the Circular);

 

(4)

to adopt an advisory non-binding resolution on the Corporation’s approach to executive compensation, as more particularly described in the Circular (see page 36 of the Circular);

 

(5)

to adopt an ordinary resolution of Disinterested Shareholders (as defined in the Circular), the full text of which is set forth in the section titled “Approval of the Special LTI Program and Special RSU Grants” of the Circular, in respect of the Special LTI Program (as defined in the Circular) (the “LTI Resolution”) (see page 39 of the Circular); and

 

(6)

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

The Corporation 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://meetings.lumiconnect.com/400-202-255-442. 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 Corporation in advance of the Meeting by e-mail at BRPAGA@brp.com, and during the Meeting through the platform available at https://meetings.lumiconnect.com/400-202-255-442, which questions will, subject to certain verifications by the Corporation, 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 27th, 2025, 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 Corporation’s website at www.brp.com until next year’s annual meeting of shareholders.

The Corporation 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 Corporation for the fiscal year ended January 31, 2025, 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 Corporation’s printing and mailing costs and is more environmentally friendly as it reduces paper and energy consumption.

As a shareholder of the Corporation, it is very important that you read the Circular and other Proxy Materials carefully. The Circular, which may be accessed on the Corporation’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 Corporation for the fiscal year ended January 31, 2025, 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 Corporation’s website at ir.brp.com and under its profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

The Corporation’s Board of Directors has fixed the close of business on April 17, 2025, 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 Corporation, 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 27th, 2025, 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 27th, 2025, 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 29, 2025, by following the instructions above.

Dated at Valcourt, Québec, this 23rd day of April 2025.

By order of the Board of Directors,

 

Martin Langelier

Chief Legal Officer & Corporate Services

Exhibit 99.2

 

BRP INC.

NOTICE OF

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT PROXY CIRCULAR

 

Annual and special meeting of shareholders will be held

at 11:00 a.m. (Eastern time)

on May 29, 2025

Letter from the Chair of the Board of Directors and

the President and Chief Executive Officer

April 23, 2025

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 and special meeting of shareholders will be held on May 29, 2025, 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 maximizing shareholder attendance, which is consistent with the goals of regulators, stakeholders, and others invested in the corporate governance process.

Fiscal 2025 has been a challenging year for the Powersports industry. In light of difficult macroeconomic conditions and high interest rates putting pressure on consumer demand, we were the first OEM to proactively adjust our production and shipments to reduce network inventory and we have achieved our objective. As expected, our leaner inventory position resulted in short-term market share loss, but protected our dealer value proposition and the reputation of our brands.

During the year, we achieved an important milestone by launching our first two electric motorcycles, the Can-Am Pulse and Origin, thereby reclaiming the two-wheel heritage of our iconic brand and opening the road to a new generation of riders and electric vehicle enthusiasts. We also made the strategic decision to double down on our core Powersports activities, and after careful consideration, we initiated a process to sell our Marine businesses, which are now presented as discontinued operations in our financial statements. We intend to capitalize on growth opportunities and introduce new market-shaping products to entrench our status as a global leader in Powersports.

Although the short-term outlook remains uncertain given the ongoing global tariff disputes, we believe that our disciplined inventory reduction plan has readied BRP for the market rebound and are thankful to our employees for their dedication and resilience, our suppliers and dealers for their continued strong support and our customers for their trust and loyalty. Driven by a strong product portfolio, solid dealer network, sound business fundamentals, a relentless commitment to innovation, and proven agility, we are well positioned to deliver long-term profitable growth.

The enclosed notice of the annual and special 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 Corporation’s independent auditor and the Corporation’s approach to executive compensation. The management proxy circular also provides information on our corporate governance practices. In addition, given the importance of the long-term incentives in our management compensation mix, shareholders will be asked to vote on a resolution to approve the implementation of a special long-term incentive program intended to ensure retention of the talented executives and employees which are needed for BRP’s continued success. 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 2025 annual and special 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 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special 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 “Corporation”) will be held at 11:00 a.m. (Eastern time) on May 29, 2025, via live webcast, to consider and take action on the following matters:

 

(1)

to receive the audited annual consolidated financial statements of the Corporation for the fiscal year ended January 31, 2025, 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 21 of the attached management proxy circular dated April 23, 2025 (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 21 of the Circular);

 

(3)

to appoint the independent auditor of the Corporation (see page 35 of the Circular);

 

(4)

to adopt an advisory non-binding resolution on the Corporation’s approach to executive compensation, as more particularly described in the Circular (see page 36 of the Circular);

 

(5)

to adopt an ordinary resolution of Disinterested Shareholders (as defined in the Circular), the full text of which is set forth in the section titled “Approval of the Special LTI Program and Special RSU Grants” of the Circular, in respect of the Special LTI Program (as defined in the Circular) (the “LTI Resolution”) (see page 39 of the Circular); and

 

(6)

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

The Corporation 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://meetings.lumiconnect.com/400-202-255-442. 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 Corporation in advance of the Meeting by e-mail at BRPAGA@brp.com, and during the Meeting through the platform available at https://meetings.lumiconnect.com/400-202-255-442, which questions will, subject to certain verifications by the Corporation, 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 27th, 2025, 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 Corporation’s website at www.brp.com until next year’s annual meeting of shareholders.

The Corporation 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 Corporation for the fiscal year ended January 31, 2025, 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 Corporation’s printing and mailing costs and is more environmentally friendly as it reduces paper and energy consumption.

As a shareholder of the Corporation, it is very important that you read the Circular and other Proxy Materials carefully. The Circular, which may be accessed on the Corporation’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 Corporation for the fiscal year ended January 31, 2025, 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 Corporation’s website at ir.brp.com and under its profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

The Corporation’s Board of Directors has fixed the close of business on April 17, 2025, 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 Corporation, 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 27th, 2025, 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 27th, 2025, 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 29, 2025, by following the instructions above.

Dated at Valcourt, Québec, this 23rd day of April 2025.

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			9
Forward-Looking Statements			9
IFRS and Non-IFRS Measures			11
Voting Information			11
Voting Shares Outstanding and Principal Shareholders			19
BUSINESS OF THE MEETING			21
Election of Directors			21
Appointment of Independent Auditor			35
Say-on-Pay Advisory Resolution on Approach to Executive Compensation			36
Approval of the Special LTI Program and Special RSU Grants			38
COMPENSATION OF DIRECTORS			41
Fees Earned by Directors who are not Employees of the Corporation			42
Share Ownership Guidelines for Non-Employee Directors			43
EXECUTIVE COMPENSATION—DISCUSSION AND ANALYSIS			44
Executive Compensation Philosophy and Objectives			44
Role and Accountabilities of the Human Resources and Compensation Committee			44
Compensation Consulting Services			46
Market Positioning and Benchmarking			46
Compensation Philosophy and Elements of Compensation			48
Share Ownership Requirements			54
Hedging / Anti-Hedging Policy			55
Compensation Risk Management			55
Performance Results			56
Summary Compensation Table			57
Incentive Plan Awards			58
Securities Authorized for Issuance under Equity Compensation Plans			59
Stock Option Plan			60
Share Unit Plan			64
Pension Plan Benefits			65
Termination and Change of Control Benefits			68
Clawback Policy			70
DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES			72
Board of Directors			72
Position Descriptions			75
Board of Directors Committees			76
Shareholder Engagement			81
Orientation and Continuing Education			82
Ethical Business Conduct			84
Respect and Belonging in the Workplace			86
Corporate Social Responsibility			88
Nomination Rights Agreement			89
Majority Voting Policy			90
Advance Notice Requirements for Director Nominations			90
Indemnification and Insurance			91

ADDITIONAL INFORMATION			92
Indebtedness of Directors and Executive Officers			92
Interest of Certain Persons and Companies in Matters to be Acted Upon			92
Interest of Informed Persons in Material Transactions			92
Reimbursement to Bombardier Inc., a company related to Beaudier Group			92
Normal Course Issuer Bid (“NCIB”)			92
Available Information			93
Shareholder Proposals for Next Annual Meeting of Shareholders			93
Approval by Directors			93
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 “Corporation”) of proxies for use at the annual and special meeting of shareholders of the Corporation (the “Meeting”) to be held on May 29, 2025, at 11:00 a.m. (Eastern time), or any postponements or adjournments thereof, and for the purposes set forth in the accompanying notice of 2025 annual and special meeting of shareholders (the “Notice of Meeting”).

The Corporation 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 17, 2025, and references to the “Corporation” 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 Corporation’s current and future plans, including statements relating to its process for the sale of its Marine businesses and its intention to capitalize on growth opportunities and entrench its status as global leader in Powersports, prospects, expectations, including with respect to its readiness for the market rebound and ability to deliver long-term profitable growth, anticipations, estimates and intentions, results, levels of activity, performance, objectives, targets, goals or achievements, including the Corporation’s environmental, social and governance (“ESG”) targets, goals and initiatives set forth under the Corporation’s CSR25 Program and those related to its electrification journey, priorities and strategies, including its disciplined inventory reduction plan, financial position, market position, capabilities, competitive strengths and beliefs, the prospects and trends of the industries in which the Corporation operates, the expected demand for products and services in the markets in which the Corporation competes, research and product development activities, including the introduction of new market-shaping products, their projected design, characteristics, capacity or performance 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 Corporation’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation’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 Corporation cautions that its assumptions may not materialize and that the currently challenging macroeconomic and geopolitical environments in which it evolves, including specifically the uncertainty around the potential imposition of new duties, tariffs and other trade restrictions (and any retaliatory measures), may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty.

 

9

2025 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 Corporation 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 Corporation’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 heading “Risk Factors” of the Corporation’s management’s discussion and analysis (the “2025 MD&A”) for the fiscal year ended on January 31, 2025 (“Fiscal 2025”) 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 easing but still elevated interest and inflation rates; any decline in social acceptability of the Corporation 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; the inability to attract, hire and retain key employees, including members of the Corporation’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 Corporation’s reliance on international sales and operations including heightened concerns for global trade tensions with escalation in tariffs and other retaliatory measures; the Corporation’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 Corporations’ business and some of its products; the Corporation’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, privacy matters and noise pollution laws; the Corporation’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 Corporation’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 Corporation’s inability to successfully manage inventory levels; any intellectual property infringement and litigation; the Corporation’s inability to successfully execute its manufacturing strategy or to adjust to fluctuating 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 intangibles with indefinite useful life and trademarks; any deterioration in relationships with employees; pension plan liabilities; natural disasters; volatility in the market price for the Subordinate Voting Shares; the Corporation’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 Corporation. These factors are not intended to represent a complete list of the factors that could affect the Corporation; 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 Corporation 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 Corporation does update any forward-looking statements contained in this Circular, no inference should be made that the Corporation will make additional updates with respect to that statement, related matters or any other forward-looking statement.

 

10

2025 Proxy Circular

IFRS and Non-IFRS Measures

The Corporation’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. 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 Corporation’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Corporation’s financial information reported under IFRS.

The Corporation believes non-IFRS measures are important supplemental measures of financial performance because they eliminate items that have less bearing on the Corporation’s financial performance and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Corporation 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 Corporation’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 Corporation’s employees. A detailed description of the usefulness of each non-IFRS measure can be found in the “Non-IFRS Measures and Reconciliation Tables” section of the 2025 MD&A. Because other companies may calculate these non-IFRS measures differently than the Corporation 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 2025 MD&A, such as restructuring costs, cybersecurity incident costs, impairment charges, transaction costs, gain on normal course issuer bid and depreciation of intangible assets related to business combinations. “Normalized net income” is defined as net income before normalized elements described in the 2025 MD&A, such as foreign exchange (gain) loss on long-term debt and lease liabilities, transaction cost on long-term debt and adjusted to reflect the tax effect on these elements. The Corporation refers the reader to the “Non-IFRS Measures” and “Selected Consolidated Financial Information” sections of the 2025 MD&A, which are incorporated by reference herein, for definitions and reconciliations of Normalized EBITDA presented by the Corporation to the most directly comparable IFRS measure. The Corporation’s 2025 MD&A, financial statements and annual information form dated March 25, 2025 (“2025 AIF”), are available under the Corporation’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 Corporation.

How do I access Meeting materials?

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

Who is soliciting my proxy?

Management of the Corporation 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 Corporation and its subsidiaries who will receive no other compensation therefore other than their regular remuneration. The Corporation 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.

 

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2025 Proxy Circular

Such costs are expected to be nominal.

Who can vote?

Only persons registered as holders of Subordinate Voting Shares and/or Multiple Voting Shares on the books of the Corporation as of the close of business on April 17, 2025 (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, or, for the purpose of the LTI Resolution, Disinterested Shareholders (as defined below), will be voting:

 

●

to elect the directors of the Corporation who will serve until the next annual meeting of shareholders or until their successors are elected or appointed (see page 21 of the Circular);

 

●

to appoint the independent auditor of the Corporation (see page 35 of the Circular);

 

●

to adopt an advisory non-binding resolution on the Corporation’s approach to executive compensation, as more particularly described in the Circular (see page 36 of the Circular);

 

●

to adopt the LTI Resolution in respect of the Special LTI Program and the Special RSU Grants (see page 39 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 their own name 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, other than the LTI Resolution. A simple majority of the votes cast (50% plus one), in their own name or by proxy, by the holders of Subordinate Voting Shares and Multiple Voting Shares, other than insiders (as defined in the TSX Company Manual) of the Corporation who hold Eligible Options (as defined herein) (the “Disinterested Shareholders”), voting together as a single class, will constitute approval of the LTI Resolution.

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.

 

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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 17, 2025, 13.0% 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 Corporation’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.

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 Corporation 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 2025 AIF available on the Corporation’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 Corporation’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 Corporation in advance of the Meeting by e-mail at BRPAGA@brp.com, and during the Meeting through the platform available at https://meetings.lumiconnect.com/400-202-255-442, which questions will, subject to certain verifications by the Corporation, 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 27th, 2025, 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).

 

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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. 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 Corporation 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://meetings.lumiconnect.com/400-202-255-442.

 

●

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 Corporation 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 29, 2025, 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 “brp2025” (case sensitive)

 

o

Duly appointed proxyholders: Enter the control number or username provided by Computershare, and the password “brp2025” (case sensitive). Computershare will provide the proxyholder with a control number by e-mail after the deadline of May 27, 2025, 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.

 

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2025 Proxy Circular

●

Guests:

 

o

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

To attend by conference call:

 

●

French: 1-888-859-1484

●

English: 1-888-977-5948

●

Original (without interpretation): 1-888-870-3025

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://meetings.lumiconnect.com/400-202-255-442 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 Corporation’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 Corporation does not intend to address questions that are irrelevant to the Corporation’s operations or to the business of the Meeting, are related to non-public information about the Corporation, 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 Corporation’s corporate secretary at corporate.secretariat@brp.com.

 

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2025 Proxy Circular

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.

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 Corporation. 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 Corporation, 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 Corporation 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 Corporation’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 27th, 2025.

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 Corporation 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 Corporation 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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2025 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 of 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 Corporation and its transfer agent do not have a record of the non-registered shareholders of the Corporation, 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 27, 2025, 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 Corporation. However, as further described herein, you may choose another person to act as your proxyholder, including someone who is not a shareholder of the Corporation, 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.

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

 

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2025 Proxy Circular

Corporation, excluding, for the purpose of the LTI Resolution, voting rights attached to the Subordinate Voting Shares not held by Disinterested Shareholders, 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 Corporation and authorizing the Board of Directors to fix their remuneration; and

 

●

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

 

●

FOR the adoption of the LTI Resolution (see page 39 of the Circular).

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 Corporation 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 27, 2025, 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 27th, 2025.

 

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2025 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 Corporation’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 17, 2025, there were 34,512,676 Subordinate Voting Shares and 38,519,358 Multiple Voting Shares issued and outstanding, and no preferred shares were issued and outstanding. Under the Corporation’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 Corporation, as of April 17, 2025, beneficially owned, controlled or directed, directly or indirectly, more than 10% of any class or series of the voting securities of the Corporation:

 

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%		—		—		16.4%		27.1%
Beaudier Group						—		—
Beaudier(2)		13,000,000		33.7%		—		—		17.8%		29.2%
4338618(3)		8,709,901		22.6%		—		—		11.9%		19.5%
CDPQ(4)		4,812,828		12.5%		977,000		2.8%		6.6%		11.2%
Fidelity(5)		—		—		3,893,286		11.3%		5.3%		1.4%
Turtle Creek(6)		—		—		3,616,521		10.5%		5.0%		1.3%

 

 

(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 Corporation 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 Corporation 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

 

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2025 Proxy Circular

benefit and the benefit of her issue. Mr. Charles Bombardier, the son of Mr. J.R. André Bombardier is currently a director of the Corporation and will be standing for re-election at the Meeting.

 

(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 private credit.

 

(5)

Based upon an alternative monthly report dated March 7, 2025. Represents shares held by Fidelity Management & Research Company LLC, Fidelity Management Trust Company, FIAM LLC, Fidelity Institutional Asset Management Trust Company, Strategic Advisers LLC, Crosby Advisors LLC and Fidelity Diversifying Solutions LLC (collectively, “Fidelity”).

 

(6)	Based upon an alternative monthly report dated April 10, 2025. Represents shares held by Turtle Creek Asset Management Inc. (“Turtle Creek”).

 

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2025 Proxy Circular

BUSINESS OF THE MEETING

Shareholders, or, for the purpose of the LTI Resolution, Disinterested Shareholders, will be asked to consider and vote on the following matters at the Meeting:

 

●

the election of the directors of the Corporation who will serve until the next annual meeting of shareholders or until their successors are elected or appointed (see page 21 of the Circular);

 

●

the appointment of the independent auditor of the Corporation (see page 35 of the Circular);

 

●

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

 

●

the adoption of the LTI Resolution (see page 39 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 Corporation for Fiscal 2025, 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 Corporation’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and on the Corporation’s website at ir.brp.com.

Election of Directors

The Corporation’s articles provide that its Board of Directors shall consist of not less than three and not more than fifteen directors. The Corporation’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 11 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 Corporation, except for Ms. Hildegard Maria Wortmann who, subject to her election at the Meeting, will become a director effective as of July 1, 2025. 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 Corporation held on May 31, 2024, by at least a majority of the votes cast by proxy or at such meeting, except for Ms. Hildegard Maria Wortmann who will stand for election for the first time at the Meeting.

Pursuant to the nomination rights agreement entered into on May 29, 2013, between the Corporation 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. Hildegard Maria Wortmann, subject to her election at the Meeting, would be the designated member of the Board of Directors 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.

 

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2025 Proxy 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 Corporation 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. 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.

 

22

2025 Proxy Circular

 

23

2025 Proxy Circular

PIERRE BEAUDOIN		Director
Age: 62    Québec, Canada    Not independent(1)    Director since 2019    2024 Voting Results  For: 95.08%  Against: 4.92%		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		5/7				Entity		Since
		Human Resources & Compensation Committee		7/8				Power Corporation of Canada   Bombardier Inc.		2005   2004
		Nominating Governance and Social Responsibility Committee		4/5
				Total:  80%
		Value of Total Compensation Received as Director(2)
		Fiscal 2025:		$339,271

 

Securities Held as of January 31, 2025(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) ($)
-		-		-		-		-		-		9,421		654,760		654,760
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(5): 5.3x

 

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 Corporation. For details regarding Beaudier’s ownership of voting securities of the Corporation, 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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(5)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025, (U.S.$1.00 = $1.4463). 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.

 

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2025 Proxy Circular

JOSHUA BEKENSTEIN		Director
Age: 66    Massachusetts, U.S.A.    Not independent(1)    Director since 2003    2024 Voting Results  For: 94.41%  Against: 5.59%		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		6/7				Entity		Since
								Bright Horizons Family Solutions Inc.(2)		2013
		Human Resources & Compensation Committee		8/8				Dollarama Inc.(2)		2009
		Nominating Governance and Social Responsibility Committee		5/5
				Total:  95%
		Value of Total Compensation Received as Director (3)
		Fiscal 2025:		$339,271

 

Securities Held or Controlled as of January 31, 2025(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) ($)
-		-		-		-		-		-		9,421		654,760		654,760
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(6): 5.8x

 

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 Corporation. 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 Corporation, 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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(6)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025 (U.S.$1.00 = $1.4463). 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.

 

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2025 Proxy Circular

JOSÉ BOISJOLI		Chair of the Board of Directors, President and Chief Executive Officer
Age: 67    Québec, Canada    Not independent(1)    Director since 2011    2024 Voting Results  For: 99.57%  Against: 0.43%		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		7/7				Entity		Since
		Investment and Risk Committee		3/3				N/A		N/A
				Total:  100%
		Value of Total Compensation Received as Director (2)
		Fiscal 2025:		Nil

 

Securities Held or Controlled as of January 31, 2025
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		69,524,325		-		-		1,009,575		18,694,788		-		-		88,219,113
Total ownership as multiple of base salary as at January 31, 2025 (Target: 5x annual base salary): 66.9x(4)

 

Notes
(1)		Mr. Boisjoli is not independent as he is President and Chief Executive Officer of the Corporation.
(2)		No compensation was paid to directors who are employees of the Corporation. 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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(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.

 

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2025 Proxy Circular

CHARLES BOMBARDIER		Director
Age: 51    Québec, Canada    Not independent(1)    Director since 2020    2024 Voting Results  For: 99.39%  Against: 0.61%		Mr. Bombardier is a corporate director. He is also a Canadian innovator and venture capital investor with a distinguished career in engineering and innovation. He began his career in 1989 in Bombardier Inc.’s Recreational Products division (now BRP Inc.), where he played a key role in developing special product concepts. In 2006, he founded CB Ventures Inc., a seed capital firm dedicated to funding tech startups and creating new product prototypes, a firm he continues to lead. From 2017 to 2019, the International Civil Aviation Organization (ICAO) retained his services as a senior consultant. In 2011, he completed a certificate in governance from Laval University. From 2013 to 2017, Mr. Bombardier was a special contributor to The Globe and Mail in Toronto. In 2015, he earned a master’s degree in Innovation Management from the École de technologie supérieure (ÉTS). In 2024, he completed his Ph.D. in Mechanical Engineering at the University of Sherbrooke.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		7/7				Entity		Since
		Investment and Risk Committee		3/3				Bombardier Inc.		2019
				Total:  100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2025:		$323,970

 

Securities Held as of January 31, 2025(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) ($)
-		-		-		-		-		-		8,416		584,912		584,912
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(5): 5.9x

 

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 Corporation. For details regarding Beaudier and 4338618’s ownership of voting securities of the Corporation, 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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(5)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025 (U.S.$1 .00 = $1.4463). 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.

 

27

2025 Proxy Circular

ERNESTO M. HERNÁNDEZ		Director
Age: 67    State of Mexico, Mexico    Independent    Director since 2020    2024 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 Chairman of its Human Resources Committee and is a member of its Governance, Nominating and Responsibility Committee. He also sits on the board of directors of Dana Incorporated and is a member of its Compensation Committee and its Nominating and Corporate Governance 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		7/7				Entity		Since
		Investment and Risk Committee		3/3				Constellation Brands, Inc.		2014
		Audit Committee		5/5				Dana Incorporated		2022
				Total:  100%
		Value of Total Compensation Received as Director (1)
		Fiscal 2025:		$337,561

 

Securities Held or Controlled as of January 31, 2025
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) ($)
-		-		-		-		-		-		7,372		512,354		512,354
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(3): 4.8x(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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(3)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025 (U.S.$1.00 = $1.4463). 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.

 

28

2025 Proxy Circular

KATHERINE KOUNTZE		Director
Age: 62    Massachusetts, U.S.A.    Independent    Director since 2020    2024 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 previously served as the Chair for the Boston CIO Leadership Council and as a member of the Massachusetts Cybersecurity Council, stepping down from both roles in 2024. In 2025, she became a director of Unitil Corporation, a public utility company serving New England. Ms. Kountze served on the board of The Children’s Place Inc. and was a member of its Audit Committee from November 2021 to February 2024. 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		6/7				Entity		Since
		Audit Committee		5/5				Unitil Corporation		2025
				Total:  92%
		Value of Total Compensation Received as Director (1)
		Fiscal 2025:		$323,098

 

Securities Held or Controlled as of January 31, 2025
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) ($)
-		-		-		-		-		-		7,372		512,354		512,354
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(3): 5.3x

 

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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(3)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025 (U.S.$1.00 = $1.4463). 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

2025 Proxy Circular

NICHOLAS NOMICOS		Director
Age: 62    Massachusetts, U.S.A.    Independent    Director from 2004–2015(1)  & 2016–present(1)    2024 Voting Results  For: 99.95%  Against: 0.05%		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		7/7				Entity		Since
		Audit Committee		5/5				Dollarama Inc.(2)		2009
		Investment and Risk Committee		3/3
				Total:  100%
		Value of Total Compensation Received as Director (3)
		Fiscal 2025:		$350,118

 

Securities Held or Controlled as of January 31, 2025
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) ($)
-		-		-		-		-		-		9,421		654,760		654,760
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(5): 5.4x

 

Notes
(1)		Mr. Nomicos served a first term as director from 2004 to 2015, and was re-appointed to the Board of Directors in December 2016.
(2)		Dollarama Inc. is a public company since October 2009, but Mr. Nomicos has been a member of its board of directors since 2004.
(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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(5)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025 (U.S.$1.00 = $1.4463). 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.

 

30

2025 Proxy Circular

EDWARD PHILIP		Director
Age: 59    Massachusetts, U.S.A.    Independent    Director since 2005    2024 Voting Results  For: 98.60%  Against: 1.40%		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		7/7				Entity		Since
		Human Resources & Compensation Committee(1)		8/8				Blade Air Mobility, Inc. (previously Experience Investment Corp.)		2019
		Nominating Governance and Social Responsibility Committee(1)		5/5				United Airlines Holdings, Inc.		2016
				Total:  100%
		Value of Total Compensation Received as Director (2)
		Fiscal 2025:		$403,523

 

Securities Held or Controlled as of January 31, 2025
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		349,238		-		-		-		-		34,419		2,392,121		2,741,358
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(4): 13.8x

 

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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(4)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025 (U.S.$1.00 = $1.4463). 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.

 

31

2025 Proxy Circular

MICHAEL ROSS		Director
Age: 65    Québec, Canada    Independent    Director since 2022    2024 Voting Results  For: 99.97%  Against: 0.03%		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		7/7				Entity		Since
		Audit Committee(1)		5/5				N/A		N/A
				Total:  100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2025:		$353,177

 

Securities Held or Controlled as of January 31, 2025
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 ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(3) ($)		Total Market Value of Securities Held(3) ($)
-		-		-		-		-		-		4,422		307,329		307,329
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(4): 2.5x(5)

 

Notes
(1)		Mr. Ross is the Chair of the Audit 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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(4)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025 (U.S.$1.00 = $1.4463). 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.
(5)		Mr. Ross’ 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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2025 Proxy Circular

BARBARA SAMARDZICH		Lead Director(1)
Age: 66    Michigan, U.S.A.    Independent    Director since 2017    2024 Voting Results  For: 99.95%  Against: 0.05%		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		7/7				Entity		Since
		Investment & Risk Committee(2)		3/3				Adient plc		2016
		Human Resources & Compensation Committee		8/8
		Nominating Governance and Social Responsibility Committee		5/5
				Total:  100%
		Value of Total Compensation Received as Director(3)
		Fiscal 2025:		$409,357

 

Securities Held or Controlled as of January 31, 2025
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) ($)
-		-		-		-		-		-		15,417		1,071,482		1,071,482
Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(5): 6.0x

 

Notes
(1)		Ms. Samardzich is the Lead Director of the Corporation. 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 ($69.50) on January 31, 2025, being the last trading day before the end of Fiscal 2025.
(5)		Equity ownership was assessed as at January 31, 2025, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($69.50), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2025 (U.S.$1.00 = $1.4463). 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.

 

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2025 Proxy Circular

HILDEGARD MARIA   WORTMANN		Director(1)
Age: 58    Gruenwald, Germany    Independent    First nomination for election  as director of BRP Inc. with  start of term on July 1st 2025    2024 Voting Results  For: N/A  Against: N/A		Ms. Wortmann is a corporate director. She brings over 34 years of global experience in the automotive, luxury, and consumer goods industries. Ms. Wortmann has held senior leadership roles at BMW Group, Audi AG and Volkswagen Group, where she played a key role in product strategy, brand positioning and global sales. From 2019 to 2024, Ms. Wortmann served as member of the Board of Management, Sales and Marketing at AUDI AG, overseeing global commercial operations, while also contributing to Volkswagen AG’s business strategy as a member of its Extended Executive Committee. Before that, she spent over 20 years at BMW Group, where she held key leadership roles. Ms. Wortmann began her career in the consumer goods sector at Unilever, where she worked on international marketing and brand management. She is currently a board member of Ferrovial SE, a multinational infrastructure company. She previously served on the boards of Volkswagen Financial Services AG and Porsche Holding, where she provided strategic oversight. Ms. Wortmann holds an MBA from the University of London and a Bachelor of Business Administration from Muenster University of Applied Sciences in Germany.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		N/A				Entity		Since
								Ferrovial SE		2021
				Total:   N/A
		Value of Total Compensation Received as Director
		Fiscal 2025:		Nil

 

Securities Held or Controlled as of January 31, 2025

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 ($)

Total Market Value of Securities Held ($)

-

-

-

-

-

-

-

-

-

Total ownership as multiple of retainer as at January 31, 2025 (Target: 5x annual base cash retainer)(2): N/A(2)

 

Notes
(1)		Ms. Hildegard Maria Wortmann is nominated for election as a director of the Corporation for the first time this year and subject to her election at the Meeting, she will become a director effective as of July 1, 2025.
(2)		Ms. Hildegard Maria Wortmann will become subject to the share ownership guidelines upon her election as director, effective as of July 1, 2025. Thereafter, Ms. Hildegard Maria Wortmann’s transition period to meet the minimum share ownership will run until June 30, 2030. 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.

 

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2025 Proxy Circular

Cease Trade Orders

To the knowledge of the Corporation and based upon information provided by the proposed director nominees, none of the Corporation’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 Corporation) 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 Corporation and based upon information provided by the proposed director nominees, none of the Corporation’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 Corporation), 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 is 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 Corporation and based upon information provided by the proposed director nominees, none of the Corporation’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 Corporation and based upon information provided by the proposed director nominees, none of the Corporation’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 Corporation’s independent auditor until the close of the next annual meeting of shareholders.

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

The audit committee of the Corporation (the “Audit Committee”) is responsible for the pre-approval of all and any non-audit services to be provided to the Corporation 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.

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:

 

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2025 Proxy Circular

•

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, 2025, 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 Corporation’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 Corporation. For Fiscal 2025 and the fiscal year ended January 31, 2024 (“Fiscal 2024”), the Corporation was billed the following fees by its independent auditor, Deloitte LLP:

 

		Fiscal 2025				Fiscal 2024
Audit Fees(1)			$5,525,987				5,515,701
Audit Related Fees(2)			936,518				1,165,189
Tax Fees(3)			172,128				124,674
All Other Fees(4)			–				1,196
Total Fees Paid			6,634,633				$6,806,760

(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 Corporation’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 2025 AIF, available under the Corporation’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and on the Corporation’s website at ir.brp.com.

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 Corporation’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.

 

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2025 Proxy Circular

This compensation approach allows the Corporation 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 Corporation’s shareholders by adopting effective measures to receive shareholder feedback. In this light, at last year’s annual shareholder meeting, shareholders were asked to adopt an advisory resolution regarding the Corporation’s approach to executive compensation, which advisory resolution received the approval of 99.21% of shareholders. This year again, at the Meeting, shareholders will be asked to adopt the Say-on-Pay Advisory Resolution regarding the Corporation’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 Corporation’s executive compensation philosophy, objectives, policies and practices and provides important information on the key components of the Corporation’s executive compensation program. It explains how the Corporation’s executive compensation program is based on a pay-for-performance approach that is aligned with the long-term interests of the Corporation’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 Corporation accept the approach to executive compensation disclosed in the management proxy circular delivered in advance of the 2025 annual and special meeting of shareholders of the Corporation.”

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 Corporation’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov and on the Corporation’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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2025 Proxy Circular

Approval of the Special LTI Program and Special RSU Grants

Given the importance of the long-term incentives in the Corporation’s management compensation mix, Disinterested Shareholders are being asked to vote on a resolution to approve the implementation of a special long-term incentive program intended to ensure retention of the talented executives and employees which are needed for the Corporation’s continued success, as further detailed below.

Details of the Special LTI Program

With a view to preserve its ability to retain and motivate certain individuals whose skills, performance and loyalty are considered instrumental to the Corporation’s success and business strategy and who hold stock options which were granted to such individuals in calendar years 2021, 2022 and/or 2023 and which are significantly out-of-the-money (the “2021-2023 Options”), the Board of Directors, upon the recommendation of the HRCC and conditional upon the approval of the shareholders of the Corporation at this Meeting, approved on March 25, 2025 the implementation of a special program (the “Special LTI Program”) whereby those individuals, which exclude the Chief Executive Officer (the “Program Participants”) would be granted restricted share units (the “Special RSUs”) under the Corporation’s existing Share Unit Plan (and governed by such plan), the vesting of which would be subject to time-based and continued employment criteria as well as the voluntary forfeiture of 70% of all 2021-2023 Options, as further detailed below (the “Eligible Options”).

The Eligible Options consist of a total of up to 680,505 stock options under the Stock Option Plan, and having an exercise price ranging from $88.6814 to $123.0303. 264,300 Eligible Options, representing 38.8% of all Eligible Options, have been issued to, and are held by 13 insiders (as such term is defined in the TSX Company Manual) of the Corporation. Under the Special LTI Program, up to 272,202 Special RSUs are proposed to be granted, which represent, in respect of each Program Participant, one Special RSU for each 2.5 Eligible Options (the “Program Ratio”) owned at the time of the grant, and which will be cash-settled and vest during specified periods ending no later than December 31, 2028. Their vesting will also be conditional on the Program Participant being an active employee of the Corporation at the time of vesting and having voluntarily forfeited a number of Eligible Options in respect of each Special RSU corresponding to the Program Ratio, prior to such vesting. The Special RSUs will not be eligible for dividend equivalent. Eligible Options which are forfeited in connection with the Special LTI Program will increase the number of stock options that remain available for future issuance under the Stock Option Plan.

Background and Rationale for the Special LTI Program

Since the Corporation’s initial public offering, stock options have represented an effective tool to attract and retain key employees while aligning their interests with those of the shareholders and promoting the Corporation’s long-term growth. Since 2021 and relative to the exercise price of the 2021-2023 Options, the trading price of the Subordinate Voting Shares has been negatively impacted by, among other factors, the economic context, the challenging retail environment, potential tariffs and various industry dynamics, including increased promotional intensity. As a result, the exercise price of all the stock options granted during those years is significantly above the market price of the Subordinate Voting Shares, and, after having considered a number of alternatives, the Board of Directors, upon the recommendation of the HRCC, determined that it is in the best interests of the Corporation to approve the Special LTI Program. The approval of the Board of Directors and the recommendation of the HRCC were based on a number of factors, including the following:

 

●

The 2021-2023 Options may have a limited perceived value for their holders and create significant risk on the Corporation’s ability to retain key employees. The exercise price of the 2021-2023 Options is significantly above the current market price of the Subordinate Voting Shares and such stock options may have limited perceived value and retention power for their holders. Given the importance of the long-term incentives in the management compensation mix, it is important to create incentives that ultimately create retention of the talented executives and employees needed for its continued success and incentivize for shareholder value creation.

 

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2025 Proxy Circular

●

New retention period and vesting periods for the Special RSUs. Since the Special RSUs vest over several vesting periods ending no later than December 31, 2028, they will have the effect of extending, relative to the Eligible Options which were scheduled to vest in 2025 to 2027, the retention period and therefore serve as an additional retention incentive for Program Participants.

 

●

Continued importance of equity incentives. No changes are being made to the terms and conditions of the 2021-2023 Options, and even if a Program Participant voluntary forfeits its Eligible Options under the Special LTI Program, such Program Participant will continue to hold 30% of such 2021-2023 Options. This feature was chosen to preserve a strong incentive leverage to reward long-term appreciation in shareholder value and continue to promote the Corporation’s long-term growth.

 

●

Reasonable and balanced incentives. The Corporation believes that the Special LTI Program together with the stock options granted to Program Participants that are not Eligible Options, represent a reasonable and balanced approach, tying the interests of Program Participants to the interests of shareholders while ensuring the retention of key talent. The Corporation is also confident that the Special LTI Program will have a significant positive impact on Program Participants’ morale, motivation, performance, and retention, which will benefit the Corporation’s strategy and growth in the long-term.

 

●

Reduction in overhang. The Special LTI Program is expected to reduce the overhang on the Subordinate Voting Shares by eliminating some of the 2021-2023 Options that are currently outstanding. Assuming all Program Participants chose to voluntary forfeit all of their Eligible Options under the Special LTI Program, up to 680,505 stock options will have been surrendered and cancelled by the end of Fiscal 2029. The Subordinate Voting Shares underlying such Eligible Options represent 0.9% of the total issued and outstanding Shares as of the Record Date. The Eligible Options also represent 56.8% of the stock options that remain available for future issuance under the Stock Option Plan Reserve.

 

●

The Special RSUs are non-dilutive to shareholders. The Special RSUs will be cash-settled, such that no Subordinate Voting Shares will be granted upon settlement thereof.

If the Disinterested Shareholders approve the LTI Resolution at the Meeting, the Special LTI Program will be implemented, the grant of Special RSUs and the related grant agreements will be completed. If the shareholders do not approve the LTI Resolution at the Meeting, the Special LTI Program will not be implemented and no grant of Special RSUs will be completed.

The approval of the Special LTI Program, including the issuance of the Special RSUs in connection thereto, has been conditionally approved by the TSX. The TSX has required that the LTI Resolution be approved by a simple majority of the votes cast (50% plus one), in their own name or by proxy, by the Disinterested Shareholders. On the Record Date, the 13 insiders (as defined in the TSX Company Manual) of the Corporation holding Eligible Options and which will not be entitled to vote on the LTI Resolution, held a total of 171,270 Subordinate Voting Shares, representing approximately 0.23% of the total issued and outstanding Shares as of the Record Date. The Disinterested Shareholders may vote “FOR” or “AGAINST” on this proposal. The Board recommends that Disinterested Shareholders vote “FOR” the proposal to approve the Special LTI Program and the grant of Special RSUs.

The text of the LTI Resolution is set forth below:

“BE IT RESOLVED THAT:

 

1.	The Special LTI Program be and is hereby approved;

 

2.

The grant of up to 272,202 Special RSUs under the Special LTI Program pursuant to the terms of the Share Unit Plan, the vesting of which will be subject to, among other conditions, the voluntary forfeiture of an aggregate of up to 680,505 stock options currently outstanding, be and it is hereby approved; and

 

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2025 Proxy Circular

3.

Any director or officer of the Corporation be, and is hereby authorized and directed, for and on behalf of the Corporation, to finalize, sign or deliver all documents, to enter into any agreements and to do and perform all acts and things as such individual, in his or her discretion, deems necessary or advisable in order to give effect to the intent of this resolution and the matters authorized hereby, including compliance with all securities laws and regulations and the rules and requirements of the Toronto Stock Exchange, such determination to be conclusively evidenced by the finalizing, signing or delivery of such document or agreement or the performing of such act or thing.”

 

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2025 Proxy Circular

COMPENSATION OF DIRECTORS

The director compensation program of the Corporation 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 Corporation’s shareholders through security-based compensation.

All directors of the Corporation who are not employees of the Corporation 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 Corporation, 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 2025. For a summary of the total compensation earned by such directors during Fiscal 2025, please refer to the section entitled “Compensation of Directors—Fees Earned by Directors who are not Employees of the Corporation” of this Circular.

Fiscal 2025 Director Compensation

 

		Compensation Amount ($)(1)
Board Member:
Cash Retainer			115,700
Equity Retainer(2)			188,013
Lead Director:			43,388
Committee Chair Cash Retainer:
Audit Committee			21,694
Human Resources & Compensation Committee			21,694
Nominating Governance and Social Responsibility Committee			21,694
Investment and Risk Committee			21,694
Committee Member Cash Retainer
Audit Committee			14,463
Human Resources & Compensation Committee			14,463
Nominating Governance and Social Responsibility Committee			14,463
Investment and Risk Committee			14,463
Per-Meeting Fees			—

 

(1)

The compensation of directors who are not employees of the Corporation 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, 2025 (U.S.$1.00 = $1.4463).

(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 Corporation 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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2025 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 Corporation, BRP vehicles are made available to the directors in accordance with the Corporation’s policy applicable to Vice-Presidents of the Corporation. Directors who are not employees of the Corporation are also entitled to the reimbursement of travel fees and out-of-pocket expenses as applicable.

The Corporation 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 Corporation

The following table shows the allocation of fees and the total fees earned by the directors who are not employees of the Corporation during Fiscal 2025.

 

		Fees Earned by Directors who are not Employees of the Corporation(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		115,700		115,700		-		-		194,646		2,296		-		28,925		339,271		-		339,271
Élaine Beaudoin		115,700		115,700		-		-		189,768		2,239		-		-		305,468		-		305,468
Joshua Bekenstein		115,700		115,700		-		-		194,646		2,296		-		28,925		339,271		-		339,271
Charles Bombardier		115,700		115,700		-		-		193,807		2,286		-		14,463		323,970		-		323,970
Ernesto M. Hernández		115,700		115,700		-		-		192,936		2,276		-		28,925		337,561		-		337,561
Katherine Kountze		115,700		115,700		-		-		192,936		2,276		-		14,463		323,098		-		323,098
Estelle Métayer(5)		86,775		86,775		-		-		159,112		1,779		-		21,694		267,581		-		267,581
Nicholas Nomicos		115,700		115,700		-		-		194,646		2,296		10,847		28,925		350,118		-		350,118
Edward Philip		115,700		115,700		-		-		215,511		2,541		43,388		28,925		403,523		-		403,523
Michael Ross		115,700		115,700		-		-		190,474		2,247		-		14,463		353,177		-		353,177
Barbara Samardzich		115,700		115,700		-		-		199,651		2,355		21,694		28,925		409,357		-		409,357(6)

 

(1)	The compensation of directors who are not employees of the Corporation 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, 2025 (U.S.$1 = $1.4463).

(2)	The cash retainers are paid quarterly.

(3)

The DSUs are credited to board members who are not employees of the Corporation as of the last day of each fiscal quarter of the Corporation. 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 Voting Shares on the TSX for the five trading days preceding such date in order to determine the number of DSUs to

 

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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, 2025.

(5)	Ms. Métayer was a member of the Board of Directors until October in Fiscal 2025. As a result, this table reflects the fees she earned for the applicable period of time during which she was a member of the Board of Directors.

(6)	This amount includes additional compensation received by Ms. Samardzich for serving as Lead Director.

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 Corporation 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 17, 2025, 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) Mr. Ross, for whom the transition period runs until November 20, 2027, (iii) Ms. Beaudoin who joined the Board of Directors on June 1, 2023, and for whom the transition period runs until June 1, 2028; and (iv) Ms. Hildegard Maria Wortmann for whom, subject to her election at the Meeting, the transition period runs until June 30, 2030.

 

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EXECUTIVE COMPENSATION—DISCUSSION AND ANALYSIS

The following discussion describes the significant elements of the Corporation’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 Corporation, and (iv) each individual who would have been a NEO but for the fact that such individual was neither an executive officer of the Corporation nor acting in a similar capacity at the end of Fiscal 2025.

For Fiscal 2025, the Corporation’s NEOs were:

 

●

José Boisjoli, President and CEO;

 

●

Sébastien Martel, CFO;

 

●

Sandy Scullion, President, Powersports;

 

●

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

 

●

Martin Langelier, Chief Legal Officer and Corporate Services.

Executive Compensation Philosophy and Objectives

The Corporation’s compensation program is designed to retain, motivate and reward the executive officers for their performance and contribution to the Corporation’s long-term success, and to align the interests of the executive officers with those of the Corporation’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 Corporation’s vision and mission, the executive officers must be fully engaged to innovate and deliver results that meet or exceed expectations from all the Corporation’s stakeholders, including its shareholders. The Corporation’s executive officer compensation philosophy is to pay fair, reasonable and competitive compensation with an emphasis on pay-for-performance philosophy.

The Corporation’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. 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.

 

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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 Corporation’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 Corporation; 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 reports 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 Executive Officers, in each case in light of pre-established performance objectives and reports its conclusions to the Board of Directors;

 

●

annually reviews the Corporation’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.

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.

 

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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, consultants and experts to the Corporation must be pre-approved by the HRCC or its chair.

In Fiscal 2024 and Fiscal 2025, 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 2024 and Fiscal 2025, Meridian did not provide any services other than those related to executive compensation as described above, and it did not provide services to the Corporation’s directors or executive officers directly.

The aggregate fees billed to the Corporation for Fiscal 2025 and Fiscal 2024 for executive compensation-related services by Meridian are as set out below:

 

				Fiscal 2025		Fiscal 2024
		Executive Compensation-Related Fees     Meridian		$34,240		$159,729
		Total Fees Paid		$34,240		$159,729

Market Positioning and Benchmarking

The Corporation adopted a compensation policy that is specific to the executive officers of the Corporation 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 2024 with the assistance of Meridian, the peer group was reviewed to better align with the current competitive environment in which the Corporation evolves.

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 Corporation for purposes of benchmarking executive compensation:

 

Pay Peer Group
Company		LTM Revenues (In Millions)(1)		GICS Sub-Industry (2)		Head-Quarter Location
AtkinsRéalis		$9,360		Construction and Engineering		Montreal, QC, Canada
BorgWarner Inc.		$20,373		Auto Parts and Equipment		Auburn Hills, MI, USA
Brunswick Corporation		$7,574		Leisure Products		Mettawa, IL, USA
CCL Industries Inc.		$7,245		Metal and Glass Containers		Toronto, ON, Canada
CGI Inc.		$14,676		IT Consulting and Other Services		Montreal, QC, Canada
Finning International Inc.		$10,096		Trading Companies and Distributors		South Surrey, BC,
Harley-Davidson Inc.		$7,502		Motorcycle Manufacturers		Milwaukee, WI, USA
Linamar Corporation		$10,660		Auto Parts and Equipment		Guelph, ON, Canada
Martinrea International Inc.		$5,159		Auto Parts and Equipment		Vaughan, ON, Canada
PACCAR Inc.		$48,688		Construction Machinery and Heavy Trucks		Bellevue, WA, USA
Polaris Inc.		$10,377		Leisure Products		Medina, MN, USA
Snap-on Incorporated		$6,808		Industrial Machinery and Supplies and Components		Kenosha, WI, USA
TFI International Inc.		$12,144		Trucking		St-Laurent, QC, Canada
The Toro Company		$6,630		Agricultural and Farm Machinery		Bloomington, MN, USA
Thor Industries Inc.		$14,008		Automobile Manufacturers		Elkhart, IN, USA
Winnebago Industries Inc.		$4,102		Automobile Manufacturers		Forrest City, IA, USA
WSP Global Inc.		$15,226		Construction and Engineering		Montreal, QC, Canada
BRP		$7,830 (3)		Leisure Products		Valcourt, QC, Canada
25th percentile		$7,245
Median		$10,096
75th percentile		$14,008

 

(1)

Sourced from publicly available information as of February 21, 2025. 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, 2025 (U.S.$1.00 = $1.4463).

(2)

Global Industry Classification Standard.

(3)

The Corporation’s revenues at the time of establishing the Pay Peer Group in Fiscal 2024 represented $10,367.

 

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Compensation Philosophy and Elements of Compensation

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

The Corporation’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 Corporation.

 

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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 Corporation at the end of Fiscal 2025, 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 2025:

 

Base Salary

The base salary established for each of the Corporation’s executive officers is intended to reflect each executive officer’s ability to contribute to the Corporation’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 Corporation’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 Equity-based plans aligning executive compensation with shareholder value creation
Approximately 70% of the target total direct compensation of the NEOs is driven by performance

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

 

Short-Term Incentive Plan

•  The objectives of the short-term incentive program are to:

o   share in the Corporation’s success;   o   reward collective performance and results;   o   drive employee engagement as a foundation for high performance;   o   align employee contribution to the Corporation’s objectives; and   o   encourage employees in successfully executing the Corporation’s strategic plan.

•  The program rewards the attainment of financial and other key performance indicators.

Long-Term Incentives

The overall objective of the Corporation’s long-term incentive program is to incentivize executives to achieve mid-to-longer term strategic objectives and ultimately align shareholders’ interests with those of the Corporation’s executives. Through the Stock Option Plan, executives are incentivized for longer-term value generation and share price appreciation. Historically, and including for Fiscal 2025 with respect to NEOs, long-term incentives were solely comprised of stock options.   In Fiscal 2025, further to recommendations by the HRCC, the Board of Directors adopted a share unit plan (the “Share Unit Plan”) under which restricted share units (“RSUs”) and performance share units (“PSUs”, together with RSUs, “Share Units”) may be granted to eligible employees. Starting in Fiscal 2026, the Corporation’s long-term incentives will be composed of two components for eligible employees, including all NEOs other than the CEO: stock options and RSUs. The CEO will remain solely eligible to receive stock options as long-term incentives. Refer to section “Share Unit Plan” of this Circular for additional details on the Share Unit Plan.   Stock option component   •   The objectives of the Stock Option Plan are to:

o   align the interests of the employees with those of the shareholders;   o   promote the Corporation’s long-term growth;   o   share in the creation of economic value; and   o   retain key employees;

•   Stock options vest in tranches over a four-year period to promote strong retention.

•   Stock options offer a strong incentive leverage to reward long-term appreciation in shareholder value.

 

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Share unit component

 

•

The objectives of the Share Unit Plan are to:

 

o

provide a mechanism through which attraction, retention and motivation can be sustained across various economic cycles;

 

o

reward for the creation of sustainable value for shareholders; and

 

o

offer potential reward to high contributors and high potential candidates.

 

•

Share Units vest in tranches over a three-year period.

 

•

Share Units are non-dilutive and settled either (i) in Subordinate Voting Shares of the Corporation purchased on the open market, (ii) in cash equivalent, or (iii) a combination of both.

Short-Term Incentive Plan

The Corporation’s STIP is 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.

Each executive is provided with an individual target and 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 STIP payout target for exceptional results. The following table presents the normal target, normal maximum as well as the adjusted maximum STIP payout for Fiscal 2025, as a percentage of base salary, for each of the NEOs:

 

Name and Position		Target STIP Payout as a Percentage of Base Salary		Maximum STIP Payout as a Percentage of Base Salary
José Boisjoli  President and CEO		125%		250%
Sébastien Martel  CFO		80%		160%
Sandy Scullion  President, Powersports		80%		160%
Thomas Uhr  CTO		80%		160%
Martin Langelier  Chief Legal Officer and Corporate Services		80%		160%

As for previous fiscal years, profitability remained the most important performance measure under the STIP. For Fiscal 2025, the STIP relied on Normalized EBITDA as the profitability metric, in addition to Net Working Capital and Quality metrics.

 

 

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

 

•

For all employees, Normalized EBITDA had to exceed a minimum threshold for any STIP to be paid out, regardless of the Corporation’s performance on the other STIP performance measures, as applicable. The HRCC believes that the use of Normalized EBITDA is important and appropriate in the context of the STIP as it highlights trends in the Corporation’s core business that may not otherwise be apparent by eliminating items that have less bearing on the Corporation’s operating performance.

 

•

For all employees, Net Working Capital had to exceed a determined threshold for this portion of the STIP to be paid out. This measure aims to sustain focus of the Corporation’s management on its cash through the following three important cash management pillars: inventories, accounts receivable and accounts payable. The Corporation believes that improvement in Net Working Capital management will ultimately improve the Corporation’s overall cash position and its return on capital.

 

•

Finally, the Quality Metric had to exceed a determined threshold for this portion of the STIP to be paid out. This measure aims to increase the Corporation’s focus on quality and reduce risks.

The table below sets forth the definition and the threshold levels applicable to each performance measure under the Corporation’s Fiscal 2025 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 EBITDA		Normalized EBITDA is defined as net income before financing costs, financing income, income tax expense, depreciation expense and normalized elements, as described in the 2025 MD&A, such as restructuring costs, cybersecurity incident costs, impairment charges, transaction costs, gain on normal course issuer bid and depreciation of intangible assets related to business combinations. Please refer to section “IFRS and Non-IFRS Measures” of this Circular, and the 2025 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 a reasonable level compared to expected results (1)
Quality Metric		The quality metric is based on the number of retrofitted units prior to the delivery of products to dealers.		Set at a reasonable level compared to expected results(1)

(1) The HRCC has concluded that it would be seriously prejudicial to the Corporation’s interests to publicly disclose the level of performance that is associated with threshold, target and maximum levels applicable to Normalized EBITDA, Net Working Capital and Quality Metric. The levels of these performance measures could be used by competitors to infer conclusions about confidential strategic priorities of the Corporation 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 was determined based on achievement that is calculated on a straight-line basis with payout set at 0% for performance reaching threshold. The maximum payout under the Normalized EBITDA measure was set at 50% of the total STIP opportunity, while it was set at 25% for the Net Working Capital and Quality Metric measures. For Fiscal 2025, the maximum total STIP opportunity for participants was capped at 50% of their STIP target.

 

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In addition, if the threshold performance under the Normalized EBITDA measure was not met, no STIP payout would have been made on any metric. For each participant under the STIP, the actual bonus payout achieved, as a percentage of base salary, was 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 Fiscal 2025 Maximum Bonus Payout set at 50%.

The performance metrics, achievement, payout multiplier, relative weight and payout under the STIP for each performance measure and on a consolidated basis for all NEOs for Fiscal 2025, as approved by the HRCC, are set out in the table below.

 

Performance   Measure		Relative Weight		Achievement		Payout(1)		Consolidated  Payout(2)		Target STIP Payout as a Percentage of Base Salary		Actual STIP Payout as Percentage of Base Salary
Normalized EBITDA		75.0%		0%		0%
Net Working Capital		12.5%		0%		0%		0.00%
Quality Metric		12.5%		200%		0%
José Boisjoli, President and CEO										125%		0%
Sébastien Martel, CFO										80%		0%
Sandy Scullion, President, Powersports										80%		0%
Thomas Uhr, CTO										80%		0%
Martin Langelier, Chief Legal Officer and Corporate Services										80%		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 Plans

The Corporation believes that equity-based awards, the value of which is directly linked to the market value of the Corporation’s Subordinate Voting Shares, are an important component of its executive compensation program and should represent a significant portion of its compensation package. The HRCC believes that granting such awards motivates executives to create sustainable shareholder value over the long-term, and therefore supports the Corporation’s pay-for-performance philosophy and the alignment of the interests of executive officers with those of the Corporation’s shareholders. Equity-based awards allow the Corporation to reward (i) executive officers for their sustained contributions to the successes of the Corporation and (ii) continued employment by an executive officer, with an associated benefit to the Corporation of employee continuity and retention.

In Fiscal 2025, further to a review of the market practices, the HRCC recommended to the Board of Directors the adoption of the Share Unit Plan to complement the Stock Option Plan as part of the long-term incentive program of the Corporation. The addition of the Share Unit Plan in the long-term compensation mix is aligned with general market practices in executive compensation and provides an incentive to eligible participants to continue their services for the Corporation and encourage such eligible participants to create mid-to-longer term shareholder value. The Share Unit Plan was adopted on January 24, 2024 and the first grants made during Fiscal 2025. As such, in Fiscal 2025, the Corporation had two long-term incentive plans pursuant to which grants were made, (i) the stock option plan, which was established in May 2013 in connection with the Corporation’s IPO and amended on May 31, 2018, and November 29, 2022, and September 5, 2024 (the “Stock Option Plan”) and (ii) the Share Unit Plan. Each component of the Corporation’s long-term incentive program is further described under the sections “Executive Compensation—Discussion and Analysis—Stock Option Plan” and “Share Unit Plan” of this Circular.

 

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Pension and Retirement Benefits

Pension and retirement benefits made available by the Corporation 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 Corporation 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 Corporation products, financial counselling services, an annual health assessment and certain other health benefits, as well as post-retirement benefits.

Share Ownership Requirements

The Corporation has share ownership requirements which provide that certain executives, including the NEOs, are required to maintain minimum holdings of the Corporation’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 Corporation 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 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 Corporation as at the end of Fiscal 2025, 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		6,592,356		88,219,113		Yes
Sébastien Martel  CFO		3x		1,967,100		4,301,864		Yes
Sandy Scullion  President, Powersports		3x		1,967,100		4,102,431		Yes
Thomas Uhr  CTO		2x		1,119,417		3,305,510		Yes
Martin Langelier  Chief Legal Officer and Corporate Services		2x		988,141		4,013,123		Yes

 

(1)

The value of the Subordinate Voting Shares is based on the closing price of the Subordinate Voting Shares on the TSX ($69.50) on January 31, 2025, 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 ($69.50) on January 31, 2025, 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 Corporation’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 Corporation’s current compensation structure attempts to ensure that compensation and incentive plans do not promote unwanted behaviour and unnecessary risk taking based on:

 

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

 

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

 

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

 

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

 

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the use of a performance measure aligned with the Corporation’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 Corporation;

 

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

 

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a prohibition on the hedging of equity-based compensation;

 

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a clawback policy that enables the Board of Directors to require the recoupment of payouts under the STIP and LTIP in certain circumstances, including in the event of a misconduct; and

 

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●

policies and practices being generally applied on a consistent basis to all executive officers.

After considering the overall policies and practices applicable to all employees, including the NEOs, the HRCC did not identify any risks arising from BRP’s compensation policies and practices that would be reasonably likely to have a material adverse effect on BRP.

Performance Results

The following performance graph illustrates the cumulative return on a $100 investment in the Subordinate Voting Shares, with dividend reinvestments, compared to the cumulative return on the S&P/TSX Composite Index and the average return of BRP’s performance peer group for the five-year period commencing on February 1, 2020, and ending on January 31, 2025, being the last trading day of Fiscal 2025.

 

During the period commencing on February 1, 2020, and ending on January 31, 2025, the cumulative shareholder return on an investment in the Subordinate Voting Shares was: above that of an investment on the S&P/TSX Composite Index and slightly below the average of BRP’s performance peer group for Fiscal 2021; above that of an investment on the S&P/TSX Composite Index and the average of BRP’s performance peer group for the fiscal year ended on January 31, 2022 (“Fiscal 2022”) and for the fiscal year ended on January 31, 2023 (“Fiscal 2023”) and below for Fiscal 2024 and Fiscal 2025. As evidenced by the graph above, since February 1, 2020, up to January 31, 2025, the Corporation’s Subordinate Voting Shares achieved a cumulative shareholder gain of 6%, and underperformed the S&P/TSX Composite Index and the average of BRP’s performance peer group by over 66% and 68% respectively, on a consolidated basis throughout the applicable period.

 

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The following table provides a comparison of the variation of the total return for shareholders of the Corporation on the TSX with the total direct compensation of the Named Executive Officers for the period commencing on February 1, 2022, and ending on January 31, 2025:

 

		Fiscal 2023		Fiscal 2024		Fiscal 2025
Total Shareholder Return (DOO) (%)		6%		-23%		-17%
Total direct compensation of the NEOs(1) (in millions of $)		16.1		11.5		12.0
Year-over-year increase in total direct compensation of the NEOs(1) (%)		-4.2%		-28.6%		4.3%

(1)	“Total direct compensation” refers to the “Total Compensation” received by the NEOs as reflected in the “Summary Compensation Table,” but excludes the amounts set forth under “Pension Value” and “All Other Compensation.”

Summary Compensation Table

The following table sets forth information concerning the compensation paid by the Corporation to the NEOs during Fiscal 2025, Fiscal 2024 and Fiscal 2023.

 

										Non-Equity Incentive Plan Compensation
Name and     Principal Position		Fiscal  Year		Base  Salary  ($)		Share- Based Awards ($)		Option- Based  Awards(1)  ($)		Annual Incentive Plans(2) ($)		Pension  Value(3) ($)		All Other Compensation ($)(4)		Total Compensation ($)
José Boisjoli		2025		1,318,471		–		5,273,775		–		469,000		456		7,061,702
President and  CEO		2024		1,270,816		–		5,082,817		–		541,000		456		6,895,089
		2023		1,206,852		–		4,667,994		2,158,818		512,000		618		8,546,282
Sébastien Martel		2025		655,700		–		982,210		–		219,000		456		1,857,366
CFO		2024		632,000		–		948,735		–		410,000		456		1,991,191
		2023		575,000		–		833,862		658,260		279,000		618		2,346,740
Sandy Scullion		2025		655,700		–		982,210		–		229,000		456		1,867,366
President,  Powersports		2024		632,000		–		948,735		–		160,000		456		1,741,191
		2023		591,753		–		795,241		666,078		726,000		618		2,779,690
Thomas Uhr		2025		559,709		–		558,352		–		83,865		456		1,202,381
CTO		2024		539,478		–		540,908		–		79,794		456		1,160,636
		2023		512,325		–		494,595		576,673		79,217		618		1,663,428
Martin Langelier		2025		494,070		–		493,143		–		261,000		456		1,248,669
Chief Legal  Officer and		2024		466,104		–		467,928		–		220,000		456		1,154,488
		2023		442,644		–		363,793		380,054		191,000		618		1,378,109
Corporate Services

(1)

Represent grants of options made to the NEOs under the Stock Option Plan. During Fiscal 2025, Messrs. Boisjoli, Martel, Scullion, Uhr and Langelier were granted on April 8, 2024: 129,400, 24,100, 24,100, 13,700 and 12,100 stock options, respectively. The values indicated in the table reflect the estimated fair value of the options on the date of grant. They do not represent cash received by the optionees, and the actual value realized upon the future vesting and exercise of such options may be less or greater than the grant date fair values indicated in the table above. The Black-Scholes method has been used in calculating the grant date fair value of the option-based awards. The Black-Scholes method is used to estimate the grant date fair value of option-based awards because it is the most commonly used share-based award pricing model and is considered to produce a reasonable estimate of fair value. The awards made as of April 8, 2024, were based on the fair value of $40.7556 per option, which was calculated on April 5, 2024. Please refer to sections “Executive Compensation—Discussion and Analysis—Executive Compensation Philosophy and Objectives” and “Executive Compensation—Discussion and Analysis—Stock Option Plan” of this Circular.

 

(2)	Represents amounts earned pursuant to the STIP. For the purposes of this table, awards are deemed to be earned in the fiscal year in which the applicable performance targets are satisfied, even if the payments are not actually made in such fiscal year.

 

(3)

Dollar values disclosed in this column correspond to the dollar values in the “Compensatory Change” column of the Defined Benefit Plan table and to the “Compensatory” column of the Defined Contribution Plan table. Please refer to section “Executive Compensation—Discussion and Analysis—Pension and Retirement Benefits” of this Circular.

 

(4)

Perquisites and other personal benefits which, in the aggregate, are worth less than $50,000 or 10% of the total salary of a NEO are not included under “All Other Compensation.” For Fiscal 2025, for Messrs. Boisjoli, Martel, Scullion, Uhr and Langelier, the amounts presented under “All Other Compensation” include post-retirement benefits (life and health insurance).

 

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