The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

LETTER OF TRANSMITTAL

FOR COMMON SHARES

OF

UNI-SELECT INC.

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany certificates and/or DRS Advices for common shares (the "Shares") of Uni-Select Inc. (the "Company") deposited in connection with the proposed arrangement (the "Arrangement") involving the Company, LKQ Corporation ("LKQ") and 9485-4692 Québec Inc. (the "Purchaser"), a wholly-owned subsidiary of LKQ, pursuant to the arrangement agreement between the Company, LKQ and Purchaser dated as of February 26, 2023 (the "Arrangement Agreement") that is being submitted for approval at the special meeting of shareholders of the Company to be held on April 27, 2023 or any postponement or adjournment thereof (the "Meeting"), as further described in the management proxy circular of the Company dated March 23, 2023 (the "Circular"). Pursuant to the Plan of Arrangement, following the Effective Time, each holder of Shares (each, a "Shareholder") will receive, in exchange for each Share held, C$48.00 in cash (the "Consideration"), without interest and less any applicable withholdings.

Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular. Copies of the Arrangement Agreement and the Circular are available under the Company's profile on SEDAR atwww.sedar.com.

This Letter of Transmittal is for use by registered Shareholders only or their authorized representatives and is not to be used by non-registered Shareholders. Non-registered Shareholders beneficially own Shares that are not registered in their names but instead are registered in the name of an intermediary (an "Intermediary"), such as a broker, investment dealer, bank or trust company, or in the name of a depositary such as CDS Clearing and Depository Services Inc. in which the Intermediary is a participant. Non-registered Shareholders should contact their Intermediary for any questions regarding the process to deposit Shares and should carefully follow the instructions from the Intermediary.

In order to receive the Consideration under the Arrangement, registered Shareholders are required to deposit the certificate(s) and/or DRS Advice(s) representing the Shares held by them with Computershare Investor Services Inc. ("Computershare" or the "Depositary"). This Letter of Transmittal, properly completed and duly executed, together with all other documents required by the terms of the Arrangement and this Letter of Transmittal, must accompany any and all certificate(s) and/or DRS Advice(s) representing Shares deposited in exchange for the Consideration pursuant to the Arrangement. Any Letter of Transmittal, once deposited with the Depositary, will be irrevocable and may not be withdrawn by a registered Shareholder, unless the Arrangement is not completed and the Arrangement Agreement is terminated in accordance with its terms.

Following the Effective Time, whether or not registered Shareholders deliver this Letter of Transmittal and all other documents required by the terms of the Arrangement and this Letter of Transmittal, registered holders of Shares will cease to be Shareholders and, until duly surrendered to the Depositary, each certificate and/or DRS Advice that immediately prior to the Effective Time represented Shares will be deemed to represent only the right to receive, upon such surrender, the aggregate Consideration for such surrendered Shares, less applicable withholdings. Any such certificate and/or DRS Advice formerly representing Shares not duly surrendered on or before the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Shares of any kind or nature against or in the Company, the Purchaser or LKQ, including a claim for dividends or other distributions. On such date, all cash to which such former Shareholder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

Please note that the delivery of this Letter of Transmittal, together with the certificate(s) and/or DRS Advice(s) representing Shares, does not constitute a vote in favour of the Arrangement Resolution. To exercise the right to vote at the Meeting, Shareholders must follow the instructions provided in the Circular and on the form of proxy that accompanies the Circular.

If you have any questions or require further information about the procedures to complete your Letter of Transmittal, please contact Computershare Investor Services Inc. toll free in Canada and the United States at 1-800-564-6253 or outside of Canada and the United States at 1-514-982-7555 or by email atcorporateactions@computershare.com.

TO:

UNI-SELECT INC.

AND TO:

9485-4692 QUÉBEC INC.

AND TO:

LKQ CORPORATION

AND TO:

COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein.

Please read the Circular and the instructions set out below carefully before completing this Letter of Transmittal. Copies of the Arrangement Agreement and the Circular are available under the Company's profile on SEDAR atwww.sedar.com. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute valid delivery. If Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered Shareholder. Any Letter of Transmittal, once deposited with the Depositary, will be irrevocable and may not be withdrawn by a Shareholder, unless the Arrangement is not completed and the Arrangement Agreement is terminated in accordance with its terms.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned hereby irrevocably deposits with you the following certificate(s) representing Shares, details of which are as follows and/or, if the Shares are represented by DRS Advice(s), the undersigned hereby attaches a copy of the DRS Advice(s) representing Shares, details of which are as follows:

Certificate Number(s) and/or

DRS Advice Number(s)

Name and Address of Registered Holder(s)

Number of Shares Deposited

Notes:

  • (1) If the space provided in this Letter of Transmittal is insufficient to list all certificates and/or DRS Advices for Deposited Shares, additional certificate and/or DRS Advice numbers and numbers of Deposited Shares may be included on a separate signed list affixed to this Letter of Transmittal.

  • (2) The sum of the number of Deposited Shares filled in above must equal the total number of Deposited Shares represented by the certificate(s) and/or DRS Advice(s) enclosed with this Letter of Transmittal.

The undersigned transmits herewith the certificate(s) and/or DRS Advice(s) described above for cancellation on the Effective Date of the Arrangement. The undersigned acknowledges receipt of the Circular and represents and warrants that: (i) the registered holder(s) of the above listed and enclosed certificate(s) and/or DRS Advice(s) is, and will immediately prior to the Effective Time be, the legal owner and the registered holder of the Shares represented by the above listed and enclosed certificate(s) and/or DRS Advice(s) (the "Deposited Shares"); (ii) the registered holder(s) of the Deposited Shares has, and will immediately prior to the Effective Time have, good title to the Deposited Shares, free and clear of all liens, charges, encumbrances, claims and equities, together with all rights and benefits; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell and transfer the Deposited Shares and the certificate(s) and/or DRS Advice(s) representing the Deposited Shares and that, when the Consideration is delivered, none of the Company, the Purchaser, LKQ or any of their respective affiliates or successors will be subject to any adverse claim in respect of such Deposited Shares; (iv) the undersigned has not sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer, any Deposited Shares to any other Person; (v) the undersigned will not prior to the Effective Time, transfer or permit to be transferred any of such Deposited Shares except pursuant to the Arrangement; (vi) at the Effective Time, the Purchaser will acquire good title to the Deposited Shares free from all liens, charges, encumbrances, claims and equities; (vii) the surrender of the Deposited Shares by the undersigned complies with applicable Laws, and if the undersigned is a corporation, complies with its constating documents; and (viii) the information provided herein is true, accurate and complete as of the date hereof.

It is further acknowledged and understood that the undersigned shall not be entitled to receive any consideration with respect to the Deposited Shares other than the Consideration to which the undersigned is entitled in accordance with, and subject to completion of, the Arrangement and, for greater certainty, the undersigned will not be entitled to receive any interest, dividends, premium or other payment in connection with the Arrangement. The undersigned further represents and warrants that the payment of the Consideration in respect of the Deposited Shares, less any applicable withholdings, will completely discharge any obligations of the Company, the Purchaser, LKQ and

Depositary with respect to the matters contemplated by this Letter of Transmittal. The undersigned acknowledges that, to the extent required by applicable Law, the Company, the Purchaser and the Depositary will be entitled to withhold any amounts it determines is required or permitted to be withheld on the Consideration to which the undersigned is entitled pursuant to the Arrangement.

It is further acknowledged that (i) the delivery of the Deposited Shares shall be effected and the risk of loss and title to such Deposited Shares shall pass only upon proper receipt thereof by the Depositary and (ii) the Depositary will act as the agent of Persons, including the undersigned, that have deposited Shares pursuant to the Arrangement for the purpose of receiving and transmitting the Consideration in respect of such Shares to such Persons, and receipt of the Consideration by the Depositary (net of any applicable withholdings) will be deemed to constitute receipt of payment by Persons depositing Shares.

It is further acknowledged that the Company and/or the Purchaser may be required to disclose personal information in respect of the undersigned, and the undersigned consents to disclosure of personal information in respect of the undersigned to (i) stock exchanges or securities regulatory authorities, (ii) the Depositary, (iii) any of the parties to the Arrangement Agreement and (iv) legal counsel to any of the parties to the Arrangement Agreement.

The undersigned irrevocably constitutes and appoints any officer of the Purchaser and any other person designated by the Purchaser in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares purchased in connection with the Arrangement with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (i) register or record the transfer of such Deposited Shares consisting of securities on the registers of the Company; and (ii) execute and negotiate any cheques or other instruments representing any such distribution payable to or to the order of the undersigned.

The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, fondé de pouvoir, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares or any distributions other than as set out in this Letter of Transmittal and in any proxy granted for use at the Meeting. Other than in connection with the Meeting, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares or any distributions by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for in connection with the Arrangement. The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares and distributions effectively to the Purchaser.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned acknowledges that the covenants, representations and warranties of the undersigned contained herein shall survive the completion of the Arrangement.

The undersigned instructs the Depositary, upon the Arrangement becoming effective, to deliver the cheque(s) representing payment of the aggregate Consideration payable for the Deposited Shares, less applicable withholdings, by first class mail, postage prepaid, or to hold such cheque(s) for pick-up or to deliver the aggregate Consideration payable for the Deposited Shares, less applicable withholdings, by wire of immediately available funds, all in accordance with the instructions given below, or, if no instructions are given, to mail such cheque(s) by first class mail, postage prepaid, in the name and to the address, if any, of the undersigned as shown on the share register of the

Company; provided, however, that if such funds represent an amount in excess of C$25,000,000, the undersigned:

(i) acknowledges and agrees that the Depositary will not issue any cheque(s) and will instead be required to wire the funds to the undersigned, and the undersigned will be required to complete the information in Box E of this Letter of Transmittal below in order to receive the aggregate Consideration payable for its Deposited Shares, less applicable withholdings; and (ii) instructs the Depositary to wire the funds to the undersigned in accordance with foregoing and the information contained in Box E of this Letter of Transmittal below.

Time is of the essence to submit your Letter of Transmittal. Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the third anniversary of the Effective Date, and any right or claim to payment under the Plan of Arrangement that remains outstanding on the third anniversary of the Effective Date, in each case, shall cease to represent a right or claim of any kind or nature and the right of the Shareholder to receive the Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

If the Arrangement is not completed and the Arrangement Agreement is terminated in accordance with its terms, the enclosed certificate(s) and/or DRS Advice(s) and all other relevant documents will be returned forthwith to the undersigned at the address set out below of, failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the share register of the Company.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de

l'usage d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par l'arrangement et son acceptation par cette lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

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Uni-Select Inc. published this content on 29 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2023 15:17:09 UTC.