Intact Financial : Annual Information Form (for the year ended December 31, 2022)

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Intact

INTACT FINANCIAL CORPORATION

ANNUAL INFORMATION FORM 2022

February 7, 2023

Table of Contents and list of information incorporated by reference

	Page reference
			Consolidated Financial
	Annual	MD&A for the year ended	Statements for the year
	Information	December 31, 2022	ended December 31, 2022
	Form	(Incorporated by Reference)	(Incorporated by Reference)
Cautionary Note Regarding Forward-Looking Statements	3	3
Corporate Structure	4
Name, Address and Incorporation	4
Intercorporate Relationships	4
General Development of the Business	5
Three-Year History	5
Reorganizations	7
Description of our Business	8
Canada, UK&I and U.S. Business Segments	8	5, 10-22
Distribution Methods	8	10-22
Pricing and Underwriting	8
Claims Management	8
Innovation	9	46, 47
Risk-Sharing Industry Pools	9		45
Regulatory Matters	9	63-72, 88, 89	62, 63
Competitive Conditions	10	6, 37-40, 84
Cycles and Seasonality	10	28
Group Reinsurance, Corporate and Other	11	23, 55-60,63-72	48-50
Environmental, Social and Governance Activities	12	46, 47, 51-53
Risk Factors	13	74-98	34-42,45-47
Description of Capital Structure	14
Common Shares	14
Class A Shares	14		58-61
Restrictions on Ownership and Transfers of Shares	15
Debt Securities	16		55-58
Shareholder Rights Plan	17
Ratings	17	69, 96
Dividends	19	96
Common Share Dividend Increases	19	69
Market for Securities	20
Trading Price and Volume	20
Directors and Executive Officers	22
Directors of the Company	22
Executive Officers of the Company	23
Committees of the Board of Directors	24	75
Shareholdings of Directors and Executive Officers	25
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	25
Conflicts of Interest	25
Legal Proceedings and Regulatory Actions	26	94
Interest of Management and Others in Material Transactions	27
Transfer Agent and Registrar	28
Material Contracts	29
Interests of Experts	31
Additional Information	32
Glossary of Terms	33
Schedule A - Intercorporate Relationships	35
Schedule B - Summary of Amended and Restated Rights Plan	36
Schedule C - Education and Experience of the Members of the
Audit Committee	39
Schedule D - Mandate of the Audit Committee	41

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Table of contents

Cautionary Note Regarding Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements included or incorporated by reference in this AIF about the Company's current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments constitute forward-looking statements. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely", "potential" or the negative or other variations of these words, or other similar or comparable words or phrases, are intended to identify forward-looking statements. Unless otherwise indicated, all forward-looking statements directly included in this AIF are made as at February 7, 2023, and all forward-looking statements incorporated by reference are made as at February 7, 2023 and are subject to change after these dates. This AIF also contains forward-looking statements with respect to the acquisition (the "RSA Acquisition") and integration of RSA Insurance Group plc. ("RSA") and the sale of the Company's 50% stake in RSA Middle East B.S.C. (c) to National Life & General Insurance Company ("NLGIC") (the "Sale of RSA Middle East"), the realization of the expected strategic, financial and other benefits

of the Sale of RSA Middle East and with respect to the impact of COVID-19 and related economic conditions on the Company's operations and financial performance.

Forward-looking statements are based on estimates and assumptions made by management based on management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management believes are appropriate in the circumstances. In addition to other estimates and assumptions which may be identified herein, estimates and assumptions have been made regarding, among other things, economic and political environments and industry conditions. Many factors could cause the Company's actual results, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward- looking statements, including, without limitation, credit, market, liquidity, operational, strategic and legal risks and the risks presented in the Company's MD&A for the year ended December 31, 2022, including at Section 33.6 - Top and emerging risks that may affect future results and Section 33.7 - Other risk factors that may affect future results, which are incorporated herein by reference.

All of the forward-looking statements included or incorporated by reference in this AIF are qualified by these cautionary statements and those made in the section entitled Risk Management on pages 74 to 98 of our 2022 MD&A, in Notes 10 and 13 of our 2022 Consolidated Financial Statements and those made in our other filings with the securities commissions or similar authorities in Canada that are incorporated by reference in this AIF, as well as the risk factors described on page 13of this AIF. These factors are not intended to represent a complete list of the factors that could affect the Company. These factors should, however, be considered carefully. Although the forward-looking statements are based upon what management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. When relying on forward-looking statements to make decisions, investors should ensure the preceding information is carefully considered. Undue reliance should not be placed on forward-looking statements made herein or in the documents incorporated herein by reference. The Company and management have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

• Unless otherwise specified, this AIF presents information as at December 31, 2022 and all amounts are in Canadian dollars.
• Capitalized terms used in this AIF are defined in the glossary provided on page 33of this AIF.

INTACT FINANCIAL CORPORATION ANNUAL INFORMATION FORM 2022

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Corporate Structure

Corporate Structure

Name, Address and Incorporation

Intact Financial Corporation is a holding company incorporated under the Canada Business Corporations Act and is designated as an IAIG by OSFI.

In Canada, Intact distributes insurance under the Intact Insurance brand through a wide network of brokers, including its wholly-owned subsidiary BrokerLink, and directly to consumers through belairdirect. Intact also provides affinity insurance solutions through the Johnson Affinity Groups.

In the U.S., Intact Insurance Specialty Solutions provides a range of specialty insurance products and services through independent agencies, regional and national brokers, and wholesalers and managing general agencies.

Outside of North America, the Company provides personal, commercial and specialty insurance solutions across the UK, Ireland and Europe through the RSA brands.

Our registered and principal business office is located at 700 University Avenue, Suite 1500-A (Legal), Toronto, Ontario M5G 0A1.

Intercorporate Relationships

Information about the intercorporate relationships among the Company and its principal subsidiaries as at December 31, 2022 is provided in Schedule A to this AIF.

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General Development of the Business

General Development of the Business

Our business was founded in 1809, with the formation of The Halifax Fire Insurance Association, which later became our first predecessor company: The Halifax Insurance Company, incorporated in 1819. A proven industry consolidator, the Company has a track record of 18 successful P&C acquisitions since 1988, including the RSA Acquisition.

The Company is the largest provider of P&C insurance in Canada, a leading provider of global specialty insurance and, with RSA, a leader in the UK&I. Our business has grown organically and through acquisitions to over $21 billion of total annual premiums. The Company has a global team of more than 28,500 employees across Canada, the U.S., the UK, Ireland and Europe.

Three-Year History

On February 18, 2020, the Company announced the closing of its bought deal offering of 6,000,000 Series 9 Preferred Shares for aggregate gross proceeds of $150 million, pursuant to a prospectus supplement filed on February 10, 2020.

On March 24, 2020, the Company completed an offering of $300 million principal amount of Series 8 Notes pursuant to its medium-term note program and to a pricing supplement filed on March 23, 2020.

On November 12, 2020, the Company announced a private placement of subscription receipts, pursuant to which subsidiaries of the Caisse de dépôt et placement du Québec ("CDPQ"), Canada Pension Plan Investment Board ("CPPIB") and the Ontario Teachers' Pension Plan ("OTPP") subscribed for 11,152,417, 8,921,934 and 3,717,473 subscription receipts, respectively (together, the "2020 Cornerstones Subscription Receipts"), at a price of $134.50 per subscription receipt (the "2020 Cornerstones Subscription Receipt Private Placement") for total gross proceeds to the Company of $3,200,000,328. The 2020 Cornerstones Subscription Receipt Private Placement closed on November 25, 2020. Each subscription receipt entitles the holder to receive, upon closing of the RSA Acquisition, one Common Share of the Company.

On November 12, 2020, the Company announced a private placement of subscription receipts, pursuant to which a syndicate of underwriters subscribed for 9,272,000 subscription receipts at a price of $134.50 per subscription receipt (the "2020 Underwriters Subscription Receipt Private Placement") for gross proceeds to the Company of $1,247,084,000. The 2020 Underwriters Subscription Receipt Private Placement closed on December 3, 2020. Each subscription receipt entitled the holder to receive, upon closing of the RSA Acquisition, one Common Share of the Company.

On November 18, 2020, the Company announced that the boards of Bidco, a wholly-owned subsidiary of the Company, Tryg and RSA had reached an agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of RSA, and the associated separation of RSA's Scandinavian business following closing of the RSA Acquisition. Intact would retain RSA's Canadian and UK&I operations, Tryg would retain RSA's Swedish and Norwegian businesses, and Intact and Tryg would co-own RSA's Danish business on a 50/50 economic basis. RSA shareholders would be entitled to receive 685 pence per share as well as the originally announced dividend of 8 pence per RSA share, constituting an aggregate consideration of approximately $12.3 billion.

On December 16, 2020, the Company completed the private placement of $300 million principal amount of Series 9 Notes bearing interest at a fixed annual rate of 1.928% until maturity on December 16, 2030. The Series 9 Notes were offered on a best efforts basis through a syndicate

co-led by CIBC World Markets Inc., TD Securities Inc. and National Bank Financial Inc. The Series 9 Notes are direct unsecured obligations of Intact and rank equally with all other unsecured and unsubordinated indebtedness of the Company.

On December 16, 2020, the Company completed the private placement of $300 million principal amount of Series 10 Notes bearing interest at a fixed annual rate of 2.954% until maturity on December 16, 2050. The Series 10 Notes were offered on a best efforts basis through a syndicate co-led by CIBC World Markets Inc., TD Securities Inc. and National Bank Financial Inc. The Series 10 Notes are direct unsecured obligations of Intact and rank equally with all other unsecured and unsubordinated indebtedness of the Company.

On March 31, 2021, the Company completed the private placement of $250 million principal amount of Hybrid Series 1 Notes bearing interest at a fixed annual rate of 4.125% until March 31, 2026, and the interest rate will reset on that date and on every fifth anniversary of such date until maturity on March 31, 2081 at a fixed interest rate per annum equal to the Government of Canada Yield on the business day prior to such interest reset day plus 3.196%. The Hybrid Series 1 Notes were offered on an underwritten basis through a syndicate co-led by CIBC Capital Markets Inc., National Bank Financial Markets Inc. and TD Securities Inc. The Hybrid Series 1 Notes will be direct unsecured obligations of the Company and will be subordinated to all senior indebtedness of the Company and effectively subordinated to all indebtedness and obligations of its subsidiaries.

On May 18, 2021, the Company completed the private placement of $375 million principal amount of Series 11 Notes bearing interest at a fixed annual rate of 1.207% until maturity on May 21, 2024. The Series 11 Notes were offered on a best efforts basis through a syndicate co-led by CIBC World Markets Inc., TD Securities Inc. and BMO Nesbitt Burns Inc. The Series 11 Notes are direct unsecured obligations of Intact and rank equally with all other unsecured and unsubordinated indebtedness of the Company.

INTACT FINANCIAL CORPORATION ANNUAL INFORMATION FORM 2022

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