Uni Select : Management Proxy Circular

These materials are important and require your immediate attention. They require shareholders of Uni-Select Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisor. If you have any questions or require assistance with voting, including to complete your proxy, please contact our shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone toll-free in Canada and the United States at 1 877 452 7184, outside of Canada and the United States at 1-416-304-0211 or by email toassistance@laurelhill.com. If you have any questions or require further information about the procedures to complete your letter of transmittal, please contact Computershare Investor Services Inc. by telephone 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 tocorporateactions@computershare.com.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF UNI-SELECT INC.

to be held on April 27, 2023 at 10:00 a.m. (Eastern time)

MANAGEMENT PROXY CIRCULAR

with respect to an ARRANGEMENT involving:

UNI-SELECT INC.

and

LKQ CORPORATION and

9485-4692 QUÉBEC INC.

a wholly-owned subsidiary of

LKQ CORPORATION

Dated March 23, 2023

TSXUNS

LETTER TO SHAREHOLDERS

March 23, 2023

Dear Shareholders:

The board of directors (the "Board") of Uni-Select Inc. (the "Corporation" or "Uni-Select") cordially invites you to attend a special meeting (the "Meeting") of the holders (the "Shareholders") of common shares in the capital of the Corporation (the "Shares") to be held as a virtual-only meeting by live audio webcast on April 27, 2023 at 10:00 a.m. (Eastern time) athttps://web.lumiagm.com/463171644 and using the following password: uniselect2023 (case sensitive).

The Arrangement and Premium Consideration

At the Meeting, pursuant to the interim order (the "Interim Order") of the Superior Court of Québec (the "Court"), as the same may be amended, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement (the "Arrangement") under Chapter XVI - Division II of the Business Corporations Act (Québec) (the "QBCA") involving the Corporation, LKQ Corporation ("LKQ"), and 9485-4692 Québec Inc. (the "Purchaser"), a wholly-owned subsidiary of LKQ, as more particularly described in the accompanying notice of special meeting of Shareholders and management proxy circular (the "Circular").

Under the terms of the Arrangement, among other things, the Purchaser will acquire all of the issued and outstanding Shares for $48.00 in cash per Share, without interest (the "Consideration"), subject to the terms and conditions of the arrangement agreement (the "Arrangement Agreement") dated February 26, 2023 among the Corporation, LKQ and the Purchaser. The Consideration to be received by the Shareholders represents a premium of approximately 19.2% to the closing price of the Shares on the Toronto Stock Exchange (the "TSX") on February 24, 2023, the last trading day before the Arrangement was announced, and a premium of approximately 20.7% over the trailing 20-day volume weighted average price of the Shares on the TSX up to and including February 24, 2023.

Recommendation of the Board

After careful consideration, and after consulting with the Corporation's senior management and with outside financial and legal advisors and having taken into account such factors and matters as it considered relevant, including, among other things, the unanimous recommendation of a Special Committee of the Board (the "Special Committee"), the Board has unanimously determined that the Arrangement is in the best interests of the Corporation and is fair to the Shareholders, and unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

In reaching its determination and formulating its unanimous recommendation, each of the Special Committee and the Board consulted with the Corporation's senior management and with outside financial and legal advisors, reviewed a significant amount of information and carefully considered a number of factors, including, among others: the premium for Shareholders, the favourable multiple compared to precedent transactions, the certainty of value and liquidity for the Shareholders, the receipt of the fairness opinions described below, the Board's and the Special Committee's consideration of strategic alternatives, the limited number of potential purchasers with the resources to acquire the Corporation at a price greater than the Consideration, current global economic and geopolitical conditions, the terms of the Arrangement Agreement and the favourable impact of the Arrangement on other stakeholders, the arm's length process for negotiating the Arrangement Agreement, the Corporation's ability to respond to unsolicited superior proposals, the required approval of the Arrangement Resolution by the Shareholders, the required approval of the Arrangement by the Court and the availability of dissent rights to registered Shareholders. A full description of the information and factors considered by the Special Committee is located under the heading "The Arrangement- Reasons for the Arrangement" in the accompanying Circular.

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Each of TD Securities Inc., as exclusive financial advisor to Uni-Select, and RBC Dominion Securities Inc., as financial advisor to the Special Committee, has provided a fairness opinion to the Board and the Special Committee, respectively, for which RBC Dominion Securities Inc. will receive a fixed fee that is not dependent on completion of the Arrangement or the conclusions reached in such fairness opinion, to the effect that, as of February 26, 2023, and based upon and subject to the assumptions, limitations and qualifications stated in such opinions, the Consideration to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to the Shareholders. The complete texts of the fairness opinions are attached as Appendix G and Appendix H to the accompanying Circular. Shareholders are urged to read both fairness opinions in their entirety. See "The Arrangement - Fairness Opinions" in the accompanying Circular.

Approval Requirements

To be effective, the Arrangement Resolution must be approved by: (i) at least two-thirds of the votes cast by Shareholders present virtually or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present virtually or represented by proxy and entitled to vote at the Meeting, excluding any person required to be excluded for the purpose of such vote under section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Voting and Support Agreements

Each of Birch Hill Equity Partners V, LP, Birch Hill Equity Partners (US) V, LP and Birch Hill Equity Partners (Entrepreneurs) V, LP, EdgePoint Investment Group Inc. and EdgePoint Wealth Management Inc., as trustee of certain mutual fund trusts, and each of the directors and executive officers of the Corporation who owns more than 1,000 Shares, have entered into voting and support agreements pursuant to which they have agreed, among other things, to vote all of the Shares over which they exercise voting control in favour of the Arrangement Resolution, subject to customary exceptions. Together, such Shareholders have agreed to vote approximately 20% of the issued and outstanding Shares in favour of the Arrangement Resolution.

Closing Conditions

The Arrangement is subject to customary closing conditions, including approval by the Superior Court of Québec and receipt of applicable regulatory approvals. If the necessary approvals are obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Arrangement will be completed in the second half of 2023.

Vote Your Shares FOR the Arrangement Resolution

Your vote is important regardless of the number of Shares you hold. Whether or not you expect to attend the Meeting, you are urged to vote in advance electronically, by telephone, email or in writing, by following the instructions set out on the enclosed form of proxy or voting instruction form, as applicable. Proxies must be received by the Corporation's transfer agent, Computershare Investor Services Inc., not later than 10:00 a.m. (Eastern time) on April 25, 2023 or, if the Meeting is adjourned or postponed, no later than 48 hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened Meeting.

Beneficial Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary (each, an "Intermediary") should carefully follow the instructions of their Intermediary to ensure that their Shares are voted at the Meeting in accordance with such Shareholder's instructions, to arrange for their Intermediary to complete the necessary transmittal documents and to ensure that they receive payment for their Shares if the Arrangement is completed.

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VIA THE INTERNET

Visit the website listed on your form of proxy.

BY SMARTPHONEBY TELEPHONEBY MAILAT THE VIRTUAL MEETING

Scan the QR code on your form of proxy and follow the instructions.

1-866-732-VOTE

(8683)Computershare

8th Floor 100 University

Avenue Toronto, Ontario

M5J 2Y1

https://web.lumiagm.com/463171644

Password: uniselect2023 (case sensitive)

Enter the 15-digit control number located on your form of proxy.

BY PROXYHOLDER

See detailed instructions below.

VIA THE INTERNET

Go towww.proxyvote.com.Enter the 16-digit control number printed on the VIF and follow the instructions on screen.

BY SMARTPHONEBY TELEPHONEBY MAILAT THE VIRTUAL MEETING

Scan the QR code on your VIF and follow the instructions.

Call the telephone number printed on the VIF. Enter the 16-digit control number printed on the VIF and follow the interactive voice recording's instructions to vote your shares.

Enter your voting instructions, sign and date the VIF, and return the completed VIF in the enclosed postage paid envelope.

https://web.lumiagm.com/463171644

Password: uniselect2023 (case sensitive).

Appoint yourself as proxyholder to attend the Meeting by submitting your VIF and ensure you register with Computershare to receive an Invitation Code to participate at the Meeting.

See detailed instructions below, including in the case of

Beneficial Shareholders located outside of Canada.

BY PROXYHOLDER

See detailed instructions below.

Shareholders should review the accompanying Circular which describes, among other things, the background to the Arrangement as well as the reasons for the determinations and recommendations of the Special Committee and the Board. The Circular contains a detailed description of the Arrangement, including certain risk factors relating to the completion of the Arrangement. You should consider carefully all of the information in the Circular. If you require assistance, you are urged to consult your financial, legal, tax or other professional advisor.

Dissent Rights

Pursuant to and in accordance with the plan of arrangement attached as Appendix B to the accompanying Circular (the "Plan of Arrangement"), the Interim Order and the provisions of Chapter XIV of the QBCA (as modified or supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court), registered Shareholders (other than holders of Shares who have failed to exercise all the voting rights carried by the Shares held by such holders against the Arrangement Resolution) have the right to demand the repurchase of their Shares in connection with the Arrangement and, if the Arrangement becomes effective, to be paid the fair value of their Shares by the Purchaser; provided that such Shareholders must exercise all of their available voting rights against the adoption and approval of the Arrangement Resolution. This right to demand the repurchase of the Shares is more particularly described in the accompanying Circular.

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Questions and Assistance

If you have any questions or need additional information, you should consult your financial, legal, tax or other professional advisor, or contact the Corporation's shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone toll-free in Canada and the United States at 1-877-452-7184, outside of Canada and the United States at 1-416-304-0211 or by email toassistance@laurelhill.com. If you have any questions or require further information about the procedures to complete your letter of transmittal, please contact Computershare Investor Services Inc. by telephone 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 tocorporateactions@computershare.com.

On behalf of Uni-Select, we would like to thank all Shareholders for their continuing support.

Yours very truly,

Executive Chair and Chief Executive Officer

Chair of the Special Committee

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