Intact Financial : Minutes of the 2019 Annual General Meeting of Shareholders

Intact Financial Corporation

(the "Company")

Minutes of the Annual Meeting of Shareholders

of Intact Financial Corporation

May 8, 2019 at 11:30 a.m. Eastern Time

Art Gallery of Ontario, 317 Dundas Street West

Toronto, Ontario, Canada

CHAIR OF THE
BOARD OF DIRECTORS:	Claude Dussault
SECRETARY:	Frédéric Cotnoir

Claude Dussault welcomed all to this Annual Meeting of the Shareholders of Intact Financial Corporation and asked Frédéric Cotnoir, Senior Vice President, Corporate and Legal Services, and Secretary of the Company, to act as Secretary of the Meeting. The Chairman introduced Charles Brindamour, Chief Executive Officer of the Company, to the assembly.

Mr. Dussault indicated that votes shall be taken by show of hands unless a ballot is demanded by a shareholder or a proxyholder entitled to vote at this Meeting. He stated that each holder of Common Shares of record on March 15, 2019 at 5:00 p.m. Eastern Time, is entitled to cast one (1) vote for each Common Share held on all matters proposed to come before the Meeting. He also indicated that between 95% and 99% of the shares voted by proxy, depending on the matter, had been voted in favour of the appointment of the Auditor, the election of the Directors proposed in the Management Proxy Circular, as well as for the approval of the advisory resolution to accept the approach to executive compensation. Mr. Dussault confirmed that all matters to be dealt with at the Meeting had been disclosed in the Company's Management Proxy Circular made available in advance of this Annual Meeting.

Mr. Dussault indicated that Patty Sigiannis and Kate Stevens of Computershare Investor Services Inc., the transfer agent of the Company, had been retained and had accepted to act as Scrutineers of this Meeting; he also indicated that the Secretary had filed the confirmation from Computershare, that a notice calling this Meeting had been sent to all the Shareholders entitled to receive same, the whole in conformity with the By-Laws of the Company and with Canadian securities laws.

The Secretary confirmed that over 70 shareholders and shareholders represented by proxy were present and that over 77% of the issued and outstanding Common Shares had been voted.

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Mr. Dussault declared that the notice requirements had been met, that a quorum was present and that this Meeting was properly constituted for the transaction of business. The Secretary would maintain the proxies and records of attendance with the official records of this Meeting.

1. Reception of the Consolidated Financial Statements for the year ended December 31, 2018 and the Auditor's Report on those Statements
   Mr. Dussault indicated that these Statements had been mailed to Shareholders who had requested them along with the Annual Meeting documentation, and that they were available on the Company's website and could also be obtained from the Secretary's Office or the Investor Relations Department of the Company.
   Upon a motion duly madeby Melissa Campione, shareholder, and seconded by Eileen Mercier, shareholder, it was resolved to receive the Consolidated Financial Statements of Intact Financial Corporation and the Auditors' Report on those Statements, for the year ended December 31, 2018.
2. Appointment of the Auditor
   Upon a motion duly madeby Yves Poulin, shareholder, and seconded by Ken Anderson, shareholder, it was resolved that Ernst & Young LLP be appointed as Auditor of the Company for the year 2019 and until the next Annual Meeting or until its successor had been appointed.
3. Election of Directors
   Claude Dussault noted that, except for Ms. Jane Kinney who is being proposed to fill the vacancy left by Mr. Robert Crispin, all directors proposed for election by Management of the Company were the same directors as those elected by the shareholders at the 2018 Annual Meeting. He added that, in accordance with the Company's Advance Notice By-Law adopted by the shareholders last year, it had been confirmed that no other director nominations were received by the Company.
   Upon a motion duly madeby Jackie Selby, shareholder, and seconded by Maude Choquette, shareholder, it was resolved that the following twelve persons be elected as directors:
4. • Charles Brindamour
   • Janet De Silva
   • Claude Dussault
   • Jane E. Kinney
   • Robert G. Leary
   • Eileen Mercier
   • Sylvie Paquette

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• Timothy H. Penner
• Frederick Singer
• Stephen G. Snyder
• Carol Stephenson
• William L. Young

to hold office until the next Annual Meeting. Mr. Dussault presented the newly elected members of the Board of Directors to the assembly.

Claude Dussault welcomed Jane Kinney as a new Board member and noted that Jane Kinney will bring strong competencies in Finance and Risk Management to the Board.

Claude Dussault thanked Bob Crispin, who was not standing for re-election this year, for his outstanding stewardship during the financial crisis and remarkable contribution to Intact.

1. Advisory Resolution - Approach to Executive Compensation
   Claude Dussault indicated that it was the Board of Directors' belief that shareholders should have the opportunity to fully understand the objectives, philosophy and principles that the Board of Directors has used and integrated to make executive compensation decisions. It is the Board of Directors' intention that this shareholder advisory vote will form an important part of the ongoing process of engagement between shareholders and the Board of Directors on compensation.
   Upon a motion duly madeby Mandy Dennison, shareholder, and seconded by Brett-Anne Logan, shareholder, it was resolved that, on a non-binding and advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company's Management Proxy Circular delivered in advance of the 2019 Annual Meeting of Shareholders.
2. Chairman's Report
   Mr. Dussault indicated that the Company was celebrating its 10-year anniversary and that it consistently delivered strong growth for shareholders over the past ten years.
   Mr. Dussault reported that in 2018, Intact delivered solid results and demonstrated once again great value to shareholders across underwriting, investments and distribution, in both Canada and the U.S. He added that Intact has continued to grow, adapt and innovate, as a result of its disciplined and ambitious approach to its strategic pillars, its founding values, and its management team and employees.

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He stated that the Company is well-positioned to continue to excel and outperform into the future by leveraging enhanced risk selection and segmentation, digital data, and analytics. He added that the Company will continue to source talent with a wide range of expertise to accelerate its digital offerings while investing in software engineering, machine learning and artificial intelligence to design relevant products and offer diverse options to meet customers' evolving needs. Mr. Dussault further added that Intact's customer driven commitment is what differentiates it from its competitors.

Mr. Dussault mentioned that another defining point of differentiation was Intact's commitment to its purpose to help people, businesses and society prosper in good times and be resilient in bad times. To achieve this, he added that Intact would continue to make meaningful investments in its people, who will remain a focus for the Company and its leadership team. Mr. Dussault also pointed out that these efforts had been recognized for the fourth consecutive year, as Intact was awarded Aon Best Employer at the Platinum level and was recognized as a Top 100 Employer in Canada. Intact was also recognized as one of Canada's Top Employers for Young People, named one of the 25 Best Places to Work in Canada by Glassdoor, and voted as one of the 25 Top-Rated Workplaces in Canada by Indeed.

Mr. Dussault mentioned that the Company had also continued to build on its strong foundation of governance and high standard of compliance and ethics, and that it helped make Intact one of the most respected companies in Canada today. The Company maintained its second-place position in The Globe and Mail 2018 Board Games report card for corporate governance. In addition, the Company was recognized by Brendan Wood International as one of five 2018 TopGun insurance companies for transparency and financial reporting and was one of three companies awarded with Platinum Parity Certification by Women in Governance. Mr. Dussault added that the Board continued to be responsive to shareholder priorities as it engaged directly with key investors as part of its overall commitment to shareholder engagement.

Mr. Dussault stated that these outstanding achievements were reflective of the efforts and contributions of all employees at Intact and congratulated the Company's teams on these milestones.

He took time to recognize the role that the management team played in preparing Intact for success. As Intact marked a decade of outperformance, Mr. Dussault said that it was clear that the leadership team continued to be committed to a strong work ethic, dedicated to the long-term success of the Company and focused on delivering results.

Mr. Dussault thanked the members of the Board for their contributions over the past year. He further added that board members provided invaluable counsel in defining the Company's future in Canada and the U.S., including reviewing and approving the Company's major strategies, ensuring that ESG factors of material value or risk

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to the Company were incorporated as part of that process, and ensuring that the Company was positioned for success in its various markets with respect to its objectives and overall business strategy.

Mr. Dussault also expressed his pride in the achievements of all Intact employees across North America, accomplished by always living Intact's values, striving for excellence and remaining focused on delivering a customer experience that was second to none.

Finally, Mr. Dussault extended his thanks to Intact's shareholders, customers, and brokers for their trust and support over the last decade. He added that he and the board looked forward to building upon a strong track record and continuing to create value for all stakeholders in 2019, and for many years to come.

6.CEO's Report

Mr. Brindamour started by stating that in February, Intact celebrated an important milestone, as ten years ago, with the support of employees, brokers, and investors, Intact Financial Corporation was established as an independent, widely held Company.

He added that Intact's game plan, whch was to deliver exceptional customer service, to become a best employer and to earn the right to be one of the most respected companies, had delivered strong returns to shareholders.

Mr. Brindamour reported that over the last decade, Intact's return on equity (ROE) had outperformed the Canadian P&C industry by an average of 650 basis points and that its market capitalization had quadrupled to close to $14 billion. He further noted that Intact had become one of Canada's best employers and entered the U.S. market and that over that period, the Company's average annual total shareholder return of over 15% was almost twice that of the S&P/TSX60 Index.

Mr. Brindamour mentioned that Intact's values, purpose, and strategy had been foundational to its success and that they would be instrumental as the Company continued to build a world-class property and casualty insurer.

Mr. Brindamour also mentioned that despite the fact that Intact had done well, it could do better. Looking forward to the next ten years, Mr. Brindamour reported that the Company intended to beat this performance by pursuing four big ideas: building a fortress in Canada, becoming the best Specialty Lines insurer in North America, transforming its competitive advantage and becoming thedestination for talent.

While it had strong relationships with one in five Canadians, Mr. Brindamour reported that Intact intended to deepen its presence at home by protecting one in three Canadians in the next decade.

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Mr. Brindamour noted that consumer expectations had been changing rapidly over the last decade, mainly as a result of the impact of technology on how we live. He added that what mattered most in this new reality was simplicity, ease of access, transparency and value. He reported that Intact had made large investments to enhance its digital and mobile offerings and would continue to accelerate its progress in this regard.

Intact's aim, he added, was to have three out of four of its customers actively engaging with the Company digitally.

Mr. Brindamour further specified that the Company would continue to offer multiple options for Canadians to buy its products, from full advice-based support through the Company's broker channels, to simplified, online convenience through belairdirect. He added that while Intact had made tremendous strides in bringing Intact Insurance on-line and building both Brokerlink and belairdirect to close to $3 billion combined of direct written premiums, the Company needed to build more scale in these channels.

Beyond customer experience and distribution, Intact would also use consolidation to serve more customers in Canada, Mr. Brindamour mentioned. The Company's view was that 15-20% of market share would change hands in the coming decade, and the Company intended to play a leading role in this consolidation.

Mr. Brindamour reported that the Company had set its sights on becoming the best specialty lines carrier in North America by thinking about generating more than 10% operating earnings growth yearly in the coming decade. The Company had laid a solid foundation to achieve that with its OneBeacon acquisition in 2017.

Mr. Brindamour noted that the Company's progress in the U.S. in 2018 had been impressive. He added that North American growth had been solid with $2.3 billion in premiums while the underwriting performance at 93% improved to levels superior to the industry. He said that Intact's product expansion was starting to gain traction and the Company's employees were engaged.

Mr. Brindamour stated that Intact was on track in the medium term to reach its goal of $3 billion in DPW, and in achieving a sustainable combined ratio in the low 90s.

To fuel the transformation of Intact's competitive advantage, Mr. Brindamour mentioned that it was critical to continue to outperform the Company's competitors on service and profitability. He said that this meant a minimum of 500 basis points of ROE outperformance versus the industry every year. This advantage was rooted in Intact's capabilities in using data in risk selection better than anyone else, using its size in claims and being smart at investing and deploying capital, he added. He cautioned that the world was changing, and that Intact could not assume its past recipe would work in the future.

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In risk selection, leveraging the explosion of data would be key in this transformation. The quantity of data available globally was expanding by a factor of 10 every two years. Mr. Brindamour stated that Intact's aim for the coming decade was to be the best insurance AI shop in the world, and that today, with over 40 applications in production and more than 120 experts in AI, the Company was well on its way.

While the digital world was changing how Intact operated, he said, the Company would expand its claims advantage by going deeper in the physical world in the next 10 years. Listening to customers, he said it was clear that Intact had a greater role to play in improving the repair and reconstruction process. While the Company had made strides in particular with its service centres, Intact had big plans in this area for the coming decade.

Mr. Brindamour noted that Intact's competitive advantage was also driven by how effectively it put its capital to work. The Finance team had demonstrated excellent performance ensuring the Company's capital -- driven by an operating ROE of close to 15% -- was deployed and invested in the best way possible.

When it came to investing, Mr. Brindamour said, Werner Muehlemann and his team had an excellent record. Intact's Montreal-based investment team managed an international portfolio and continued to create value. This team was among the best in Canada and they were ready for prime time.

Speaking of strong teams, Mr. Brindamour mentioned that Intact's people were at the heart of everything it did, and that the Company's 14,000 employees were essential to its success.

Mr. Brindamour said that Intact was consistently recognized as a Top Employer in Canada, and that its strong employee engagement was a testament to its efforts to deliver on its employee promise. He added that Intact would not compromise on its values of integrity and respect because they matter as much as results. He further said that the Company would continue to support skills development and career growth for its people, in addition to providing an inspiring and team-oriented environment where employees could give their best and feel at home.

Talent is scarce, Mr. Brindamour mentioned, and Intact was working very hard to make sure that it was a top destination for talent everywhere it operated. The Company was recruiting customer-driven people with a wide-range of expertise, from data scientists to core insurance professionals to specialty experts, Mr. Brindamour reported. These people would help the Company to shape the future of insurance, get customers back on track after a claim and provide a second-to- none experience.

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As leaders in the use of AI, he added, the Company was turning its attention to the evolution this creates for its own employees and for society as a whole.

Intact would use AI and automation to expand and grow its business, he said, not to do the same with less. Intact's key issue would be finding and keeping talented people to fuel this growth, Mr. Brindamour stated.

Mr. Brindamour further mentioned that insurance was a business centred around people and that the human touch was critical. For Intact's people to thrive in the transformational environment of the coming years, the priority for employees would be straightforward: be customer driven, embrace change, and invest in your career. Intact was ready to prepare people from coast to coast to achieve this.

In return, he mentioned, Intact would be transparent about its use of AI and automation, taking a people first approach in dealing with change, being positive about the future and clear and concrete about the actions it would take to help employees adapt.

To ensure that Intact's people were ready, Mr. Brindamour reported that Intact had been working on a comprehensive action plan since last fall focused on five key areas: how the Company transforms hiring and recruitment; retention strategies; training, skilling and re-skilling; career pathing; and system design. This would be an area of focus in 2019 as well as for the years to come, he added.

As a society, Mr. Brindamour said that when the Company's people were strengthened, skilled and empowered -- when they felt secure in their employment and in their livelihood -- businesses and communities benefited.

Speaking of communities, Mr. Brindamour mentioned that as trust was declining in governments and other democratic institutions, employees, customers and shareholders were looking to businesses to take the lead on important societal issues.

Making a difference was in Intact's DNA, Mr. Brindamour stated. It was reflected in Intact's purpose and how it lived its values. The Company was focused primarily on three areas: climate adaptation, addressing the root causes of child poverty and supporting causes important to employees through Intact's Community Impact program.

Intact was committed to helping society adapt to climate change, he explained. Beginning in 2015, Intact invested $4 million in the Intact Centre for Climate Adaptation at the University of Waterloo and recently announced $2.3 million in support for 16 charitable partners from coast to coast who were focused on protecting Canadians from the impacts of flood, fire and heat. Also, Mr. Brindamour explained, the Company was currently helping affected people in Ontario, Quebec and New Brunswick deal with another year of spring flooding.

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The Intact Centre's research had uncovered the critical role played by natural assets in protecting our communities against the impacts of climate change, Mr. Brindamour said. For example, he added, protected wetlands could mitigate flood damage by up to 40% in urban areas and 30% in rural areas.

Mr. Brindamour said he had called on government to classify and leverage natural assets as critical infrastructure of Canada, and recently met with Prime Minister Justin Trudeau to address the issue directly.

By making Canada one of the most climate resilient countries in the world, we could protect nature, our people and our economy, Mr. Brindamour said.

He further added that Intact was challenging itself to increase its presence in communities and to stand up for what was right, and to share the Company's knowledge, skills and people's talent to make that happen.

Mr. Brindamour thanked Intact's brokers, customers, investors and Board of Director for guiding them in the past decade and for the next decade. He also thanked Mr. Robert Crispin.

Intact's people, strategy and values had been foundational to its success over the past decade, Mr. Brindamour said. The Company's team would continue to underpin Intact's work today, tomorrow and for the next ten years, he concluded.

1. Questions and Answers
   Mr. Dussault indicated that he and Charles Brindamour would welcome any questions shareholders may have about anything that was discussed at the Meeting. No questions were asked.
2. Closing Comments and Termination of Meeting
   The Agenda having been completed, it was resolved to terminate the Annual Meeting, upon the proposal of Robert Crispin, shareholder, and seconded by Mark Guilbeault, a proxyholder.

Claude Dussault	Frédéric Cotnoir
Chair of the Board of Directors	Secretary

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