Intact Financial: Management Proxy Circular (for the 2022 Annual and Special Meeting of Shareholders)

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INTACT FINANCIAL CORPORATION

2022 MANAGEMENT PROXY CIRCULAR

Notice of Annual Meeting of Shareholders | May 11, 2022

Our Purpose, Values ​​and Core Belief

We are here to help people, businesses and society thrive in good times and be resilient in bad times.

Our values ​​guide our decision-making, keep us grounded, help us excel and are key to our success.

Integrity

The respectCustomer FocusedExcellency

Generosity

People are at the heart of our organization – and our success.

How we do things is just as important as what we achieve. We are a purpose-driven company built on values ​​and the belief that insurance is about people, not things.

What we aim to achieveOur strategic roadmap

Expand our leadership position in Canada

Leading customer experienceDistribution scale

3 out of 4 customers engaged digitally

Further consolidation in

Canada

ten%

Outperform the industry combined ratio by 5 points

Strengthen our leadership position in the UK and Ireland

Leading customer experience

To optimise

Subscription

performance

3 out of 4 customers engaged digitally

Create a leader in specialized solutions

Specialized customer value propositionExtend the broadcast

Focus on footprint for outperformanceProfitable and growing mix of vertical marketsConsolidate a fragmented marketLow combined ratio of the 90s

Low combined ratio of the 90s

NOIPS

GROWTH ANNUALLY OVER TIME

Global leader in leveraging data and AI for pricing and risk selection

Transform our competitive advantages

In-depth claims expertise and strong supply chain networkSolid expertise in capital and investment management

REINFORCING OUR SPIRIT OF OUTPERFORMANCE

Investing in our people

Be a better employer

Be a destination for top talent and experts

Protecting the future of our employees to succeed

500 basis points

ANNUAL

DEER

OUTPERFORMANCE*

*Based on a weighted average ROE of the P&C insurer industry in Canada, the United States and the United Kingdom.

I

Your vote counts

Choose to vote in two ways:

  • A. Vicarious; Where

  • B Online in Reunion

Detailed voting instructions for non-registered and registered shareholders can be found at pages 9 to 15 of this management proxy circular.

Venue of the annual meeting of shareholders

Virtual meeting only

In the still uncertain context of the COVID-19 pandemic, the well-being and safety of our communities, shareholders, employees and other stakeholders are our top priority. As such, we will be holding our meeting again this year in a virtual-only format, which will be conducted via live webcast. You will not be able to attend the Meeting in person, but we are committed to supporting shareholder engagement at our Meeting. The webcast will be available on https://web.lumiagm.com/486784878.

How to attend the virtual meeting

You will be able to attend the Meeting as well as vote and submit your questions during the live webcast of the Meeting by visiting https://web.lumiagm.com/486784878 and entering your meeting username and password below:

  • Username:

    If you are a registered shareholder, your username is the 15-digit control number on the proxy form or e-mail notification you received;

    If you are a non-registered shareholder, you must appoint yourself as your proxyholder and you MUST register with Computershare, our transfer agent, http://www.computershare.com/intactfinancial after submitting your voting instruction form. Computershare will provide you with a username for the meeting.

  • Password: intact2022

Please refer to pages 9 to 15 for more information on how to attend and vote at the Meeting or how to appoint a proxyholder.

ii

Letter to shareholders

March 31, 2022

Dear shareholders,

On behalf of the Board of Directors and the senior management team of Intact Financial Corporation, we are very pleased to invite you to join us at the 2022 Annual Meeting of Shareholders of Intact Financial Corporation which will be held on June 11 May 2022 at 1 p.m. pm (Eastern time).

In the still uncertain context of the COVID-19 pandemic, the well-being and safety of our communities, shareholders, employees and other stakeholders are our top priority. As such, we will be holding our meeting again this year in an exclusively virtual format, which will be conducted via live webcast. The webcast will be available on https://web.lumiagm.com/486784878. Detailed information on how to participate in the virtual Meeting is included in this Management Proxy Circular.

At this meeting, you will have the opportunity to get first-hand information about Intact Financial Corporation, learn about our future plans, ask questions and hear questions from your fellow shareholders, and be asked to vote on matters described in this management notice. Proxy circular, as if you were physically present at the Meeting and regardless of your geographic location.

If you cannot attend the Meeting, we invite you to vote by proxy, as described in the attached documents.

We also invite you to visit our website for information on our recent presentations to the investment community and our results. The full text of our annual report, our social impact report and other useful information is also available online.

As a valued shareholder, we appreciate and appreciate your participation in the annual meeting of shareholders of Intact Financial Corporation.

Truly,

Claude Dussault Chairman of the Board of Directors

Charles Brindamour General manager

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