The Instructions accompanying the Letter of Transmittal should be read carefully before completing this Letter of Transmittal . Please contact the Depositary or the Dealer Manager or your investment dealer, stock broker, bank, trust company or other financial advisor if you have any questions or require assistance in completing this Letter of Transmittal.

Offer to purchase for cash up to C$350,000,000 in value

of subordinate voting shares of BRP INC. at a purchase price of

not less than C$94.00 and not more than C$113.00 per subordinate voting share

LETTER OF TRANSMITTAL

To be used to Deposit

Subordinate Voting Shares and Multiple Voting Shares

of

BRP INC.

Pursuant to the Offer (as defined herein)

Dated June 18, 2021

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 11:59 P.M. (MONTREAL TIME) ON

JULY 23, 2021 UNLESS THE OFFER IS WITHDRAWN, EXTENDED OR VARIED BY THE COMPANY

(THE "EXPIRATION DATE")

The Depositary is:

COMPUTERSHARE INVESTOR SERVICES INC.

Telephone: 1 (514) 982-7555

Toll Free: 1 (800) 564-6253

Email: corporateactions@computershare.com

By Mail

By Hand, Registered Mail or by Courier:

Computershare Investor Services Inc.

Computershare Investor Services Inc.

P.O. Box 7021

100 University Avenue, 8th Floor

31 Adelaide Street East

Toronto, Ontario M5J 2Y1

Toronto, ON M5C 3H2

Attention: Corporate Actions

Attention: Corporate Actions

This Letter of Transmittal is to be used only if certificates for Shares and Multiple Voting Shares (as defined below) are to be forwarded with it pursuant to Section 5 of the Offer or if Shares or Multiple Voting Shares are held through the Direct Registration System ("DRS") held by the Company's transfer agent.

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany the certificates for the subordinate voting shares (the "Shares") and certificates for the multiple voting shares (the "Multiple Voting Shares") of BRP Inc. ("BRP" or the "Company") deposited pursuant to the offer to purchase dated June 18, 2021 (together with any amendments, supplements or variations thereto, the "Offer") and must be delivered or sent to and received by Computershare Investor Services Inc. (the "Depositary") at one of the addresses set forth above on or prior to the Expiration Date.

PLEASE NOTE HOWEVER, THAT IF YOU HOLD YOUR SHARES (UNCERTIFICATED) THROUGH DRS, YOU ARE ONLY REQUIRED TO COMPLETE THIS LETTER OF TRANSMITTAL AND MAIL IT BACK TO THE DEPOSITARY.

The terms and conditions of the Offer are incorporated by reference in this Letter of Transmittal. Capitalized terms used and not defined in this Letter of Transmittal have the meanings ascribed to them in

the Offer that accompanies this Letter of Transmittal and the accompanying issuer bid circular dated June 18, 2021. In the case of any inconsistency between the terms of this Letter of Transmittal and the Offer, the terms of the Offer shall prevail. Shareholders should carefully consider the income tax consequences of having Shares being purchased under the Offer. See Section 13, "Income Tax Considerations" of the issuer bid circular relating to the Offer (the "Circular") accompanying this Letter of

Transmittal. Please also read carefully the instructions set forth below before completing this Letter of Transmittal.

All references to "$" and "dollars" in this Letter of Transmittal mean Canadian dollars and all references to "U.S. dollars" in this Letter of Transmittal mean United States dollars, unless otherwise indicated.

Shareholders whose certificates are not immediately available or who cannot deliver their certificates and all other required documents with this Letter of Transmittal to the Depositary by the Expiration Date must deposit their Shares or Multiple Voting Shares according to the guaranteed delivery procedure set forth in Section 5 of the Offer, "Procedure for Depositing Shares and Multiple Voting Shares". See Instruction 2 in this Letter of Transmittal.

A Shareholder who wishes to deposit Shares or Multiple Voting Shares under the Offer and who holds such shares through an investment dealer, stock broker, bank, trust company or other financial advisor should immediately contact such nominee in order to take the necessary steps to be able to deposit such shares under the Offer. See Section 5 of the Offer, "Procedure for Depositing Shares and Multiple Voting Shares".

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN PROVIDED HEREIN DOES NOT CONSTITUTE A VALID DELIVERY.

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TO:

BRP INC. ("BRP" or the "Company")

AND TO:

COMPUTERSHARE INVESTOR SERVICES INC. (the "Depositary")

The undersigned deposits the enclosed certificate(s) for subordinate voting shares (the "Shares") or multiple voting shares (the "Multiple Voting Shares") and, subject to the conditions of the Offer regarding withdrawal, irrevocably accepts the Offer for such shares upon the terms and subject to the conditions contained in the Offer and the Circular and pursuant to this Letter of Transmittal and the instructions contained herein. The following are the details of the Shares and/or Multiple Voting Shares to be deposited:

NAME(S) OF REGISTERED OWNER(S)

(Please Fill in Exactly as Name(s) Appear(s) on Share Certificate(s) or DRS Statement(s))

DESCRIPTION OF SHARES AND MULTIPLE VOTING SHARES DEPOSITED

(Attach signed list if necessary)

Share Certificate Number(s)

Number of shares Represented

Number of shares Deposited**

(except in the case of DRS holders*)

by Certificate(s) or held in DRS

Subordinate Voting Shares:

Multiple Voting Shares:

TOTAL:

  • DRS holders do not need to provide certificates of Shares or Multiple Voting Shares, but need to complete this Letter of Transmittal.
  • If you wish to deposit fewer than all Shares and/or Multiple Voting Shares evidenced by any certificates or DRS position listed above, indicate in the third column the number of Shares or Multiple Voting Shares you wish to deposit. Otherwise, the number of Shares and Multiple Voting Shares evidenced by all certificates and DRS positions referenced above will be deemed to have been deposited. See Instruction 5 of this Letter of Transmittal. All Shareholders who make a Proportionate Tender must indicate the total number of Shares or Multiple Voting Shares they own in Box C "Proportionate Tender" below. A registered Shareholder who makes a Proportionate Tender must deposit either all of its Shares and Multiple Voting Shares or a sufficient number of Shares and Multiple Voting Shares to satisfy the Shareholder's Proportionate Tender. This number of Shares or Multiple Voting Shares can be calculated by multiplying the total number of Shares or Multiple Voting Shares owned by the Shareholder by 0.0443 (rounded down to the nearest whole number of Shares or Multiple Voting Shares). A Shareholder who makes an invalid Proportionate Tender, including by tendering an insufficient number of Shares, will be deemed to have made a Purchase Price Tender.

SHAREHOLDERS SHOULD CAREFULLY CONSIDER THE INCOME TAX CONSEQUENCES OF DEPOSITING SHARES PURSUANT THE OFFER. SEE SECTION 13 CIRCULAR "INCOME TAX CONSIDERATIONS".

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany the certificates for the Shares or Multiple Voting Shares tendered pursuant to the Offer. Any financial institution that is a participant in CDS or DTC may make book-entry delivery of the Shares through the on-line tendering systems of such clearing systems pursuant to which book-entry transfers may be effected by causing the applicable clearing systems to transfer such shares into the Depositary's account in accordance with such clearing system's procedures for such transfer.

Subject to and effective upon acceptance for purchase of the Shares and/or Multiple Voting Shares deposited hereby in accordance with the terms of the Offer (it being understood that Multiple Voting Shares will be converted

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into Shares immediately prior to take up), the undersigned hereby sells, assigns and transfers to, or upon the order of BRP, all rights, title and interest in and to all Shares and/or Multiple Voting Shares deposited hereby pursuant to an Auction Tender or a Purchase Price Tender, or the portion of such Shares and/or Multiple Voting Shares subject to purchase pursuant to a Proportionate Tender, and in and to any and all rights, benefits and claims in respect thereof or arising, or having arisen as a result of the undersigned's status as a Shareholder of BRP and in and to any and all distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred, or may be payable, issuable, distributable or transferable, on or in respect of such shares or any of them on or after the date upon which the Shares and/or Multiple Voting Shares are taken up and paid for pursuant to the Offer (the "Effective Time"), other than any dividends declared with a record date prior to the Effective Time and paid after the Effective Time, and hereby irrevocably constitutes and appoints the Depositary and any officer of BRP as attorney-in-fact of the undersigned with respect to such Shares effective from the Effective Time, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

  1. deliver certificates for such Shares and/or Multiple Voting Shares, together with all accompanying evidences of transfer and authenticity, to or upon the order, of BRP upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below);
  2. present certificates or DRS positions for such Shares for cancellation and transfer on the applicable securities register(s) of BRP for such securities; or
  3. convert such Multiple Voting Shares to be converted into Shares pursuant to the terms of the Offer immediately prior to take up and then present such underlying Shares for cancellation or transfer on the applicable securities register(s) of BRP for such securities; and
  4. receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and/or Multiple Voting Shares, subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned hereby represents, warrants and covenants that:

  1. the undersigned understands that depositing Shares and/or Multiple Voting Shares under any one of the procedures described in the Offer and the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation that (i) the undersigned has a "net long position" in shares being tendered or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) such tender of shares complies with Rule 14e-4 under the Exchange Act;
  2. the undersigned has full power and authority to deposit, sell, assign and transfer the Shares or Multiple Voting Shares;
  3. when and to the extent BRP accepts the Shares (including Shares issued on conversion of taken up Multiple Voting Shares) for payment, BRP will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, and the same will not be subject to any adverse claim, provided that any dividends or distributions which may be declared, paid, issued, distributed, made or transferred on or in respect of such Shares or Multiple Voting Shares to Shareholders of record on or prior to the Effective Time shall be for the account of the undersigned;
  4. on request, the undersigned will execute and deliver any additional documents that the Depositary or BRP deems necessary or desirable to complete the assignment, transfer, and purchase of the Shares and/ or Multiple Voting Shares tendered hereby; and
  5. the undersigned has received and agrees to all of the terms of this Offer.

The names and addresses of the registered owners should be printed as they appear on the certificates or DRS position representing Shares or Multiple Voting Shares deposited hereby. The certificates or DRS position, the number of Shares and/or Multiple Voting Shares that the undersigned wishes to tender, whether the tender is being made as an Auction Tender, a Purchase Price Tender or a Proportionate Tender, and, if the tender is made as an Auction Tender, the Purchase Price (as defined herein) at which such shares are being tendered, should all be

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indicated in the appropriate boxes. If the tender is being made pursuant to an Auction Tender, the Purchase Price at which such shares are being tendered should be indicated in Box I "Auction Tenders" below. If the tender is being made pursuant to a Proportionate Tender, the total number of Shares or Multiple Voting Shares owned by the Shareholder MUSTbe indicated in Box C "Proportionate Tender" below.

The undersigned understands that he or she must indicate whether he or she tenders Shares or Multiple Voting Shares pursuant to an Auction Tender, a Purchase Price Tender or a Proportionate Tender by completing the Box B "Type of Tender" below. All Shares or Multiple Voting Shares tendered by a Shareholder who fails to specify any Auction Tender price for its Shares or Multiple Voting Shares, or fails to indicate that he or she has tendered its Shares or Multiple Voting Shares pursuant to a Purchase Price Tender or a Proportionate Tender, will be considered to have been tendered pursuant to a Purchase Price Tender. A shareholder who makes an invalid Proportionate Tender, including by tendering an insufficient number of Shares and Multiple Voting Shares, will be deemed to have made a Purchase Price Tender.

The undersigned understands that, upon the terms and subject to the conditions of the Offer, the Company will determine the Purchase Price, representing a single price per Share (which will not be less than $94.00 and not more than $113.00 per Share and in increments of $0.25 per Share) that it will pay for Shares and Multiple Voting Shares validly deposited pursuant to the Offer and not withdrawn. The Purchase Price will be the lowest price that enables the Company to purchase that number of Shares pursuant to valid Auction Tenders and Purchase Price Tenders and not withdrawn having an aggregate purchase price not exceeding the Auction Tender Limit Amount, being an amount equal to (i) $350,000,000 less (ii) the product of (A) $350,000,000 and (B) a fraction, the numerator of which is the aggregate number of Shares (including Multiple Voting Shares to be converted into Shares on a one-for-one basis upon take up) owned by Shareholders making valid Proportionate Tenders, and the denominator of which is the aggregate number of Shares and Multiple Voting Shares outstanding at the time of the Expiration Date. For the purpose of determining the Purchase Price, Shares and Multiple Voting Shares tendered pursuant to a Purchase Price Tender will be considered to have been tendered at a price of $94.00 per Share (which is the minimum price per Share under the Offer). If the Purchase Price is determined to be $94.00 (which is the minimum price per Share under the Offer), the maximum number of Shares that may be purchased by the Company is 3,723,404 Shares. If the Purchase Price is determined to be $113.00 (which is the maximum price per Share under the Offer), the maximum number of Shares that may be purchased by the Company is 3,097,345 Shares. Shares tendered pursuant to a Proportionate Tender will be considered to have been tendered at a price per share equal to the Purchase Price. Shares validly deposited pursuant to an Auction Tender will only be taken up if the price specified in the Auction Tender by the depositing shareholder is equal to or less than the Purchase Price. If no Auction Tenders or Purchase Price Tenders are made pursuant to the Offer, no Shares will be purchased by the Company.

The undersigned understands that if less than all of the Shares or Multiple Voting Shares deposited are taken up by the Company (including Shares or Multiple Voting Shares tendered pursuant to an Auction Tender at prices greater than the Purchase Price and Shares or Multiple Voting Shares not purchased because of pro-ration), or properly withdrawn before the Expiration Date, the certificate(s) representing its Shares or Multiple Voting Shares will be returned (in the case of certificates representing Shares or Multiple Voting Shares all of which are not purchased) or replaced with new certificates (or the equivalent DRS position) representing the balance of Shares or Multiple Voting Shares not purchased (in the case of certificates representing Shares or Multiple Voting Shares of which less than all are purchased), promptly after the Expiration Date or the date of withdrawal, without expense to the Shareholder. The undersigned further understands that if less than all of the Multiple Voting Shares deposited are taken up by the Company, the holder shall be entitled to receive a new certificate (or the equivalent DRS position) representing the Multiple Voting Shares represented by the deposited certificate which are not taken up and automatically converted. In the case of Shares or Multiple Voting Shares tendered through DRS, such shares will be credited to the appropriate account, without expense to the Shareholder.

The undersigned understands that a Shareholder who desires to tender different Shares or Multiple Voting Shares at more than one price under an Auction Tender must complete a separate Letter of Transmittal for each price at which Shares or Multiple Voting Shares are tendered. A Shareholder may not deposit the same Shares or Multiple Voting Shares pursuant to more than one method of tender or pursuant to an Auction Tender at more than one price. Shareholders may deposit different Shares or Multiple Voting Shares pursuant to Auction Tenders and Purchase Price Tenders but cannot make an Auction Tender or Purchase Price Tender as well as a Proportionate Tender. Odd Lot Holders making an Auction Tender or a Purchase Price Tender will be required to tender all Shares or Multiple Voting Shares owned by the Shareholder. Proportionate Tenders or partial tenders will not be accepted from Odd Lot Holders.

The undersigned understands that if the aggregate purchase price for the Shares or Multiple Voting Shares tendered pursuant to Auction Tenders (at prices at or below the Purchase Price) and Purchase Price Tenders

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BRP Inc. published this content on 15 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 June 2021 20:40:06 UTC.