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

Make it Intact

INTACT FINANCIAL CORPORATION

MANAGEMENT PROXY CIRCULAR 2022

Notice of Annual Meeting of Shareholders | May 11, 2022

Our Purpose, Values and Core Belief

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

Our Values guide our decision-making, keep us grounded, help us outperform and are key to our success.

Integrity

RespectCustomer-drivenExcellence

Generosity

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

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

What we are aiming to achieveOur strategic roadmap

Expand our leadership position in Canada

Leading customer experienceScale in distribution

3 out of 4 customers digitally engaged

Further consolidation in

Canada

10%

Outperform industry combined ratio by 5 pts

Strengthen our leading position in UK & Ireland

Leading customer experience

Optimize

Underwriting

performance

3 out of 4 customers digitally engaged

Build a Specialty Solutions leader

Specialized customer value propositionExpand distribution

Focus footprint for outperformanceProfitable & growing mix of verticalsConsolidate fragmented marketLow 90's combined ratio

Low 90's combined ratio

NOIPS

GROWTH ANNUALLY OVER TIME

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

Transform our competitive advantages

Deep Claims expertise & strong supply chain networkStrong capital & investment management expertise

STRENGTHEN OUR OUTPERFORMANCE MINDSET

Invest in our people

Be a best employer

Be a destination for top talent & experts

Future proof our people to succeed

500 bps

ANNUAL

ROE

OUTPERFORMANCE*

*Based on a weighted-average industry ROE of P&C insurers in Canada, US and the UK.

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Your Vote Matters

Choose to vote in one of two ways:

• A. By proxy; or

• B. Online at the Meeting

Detailed voting instructions for non-registered and registered shareholders can be found on pages 9 to 15 of this Management Proxy Circular.

Location of Annual Meeting of Shareholders

Virtual-only Meeting

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 again hold our Meeting 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 in our Meeting. The webcast will be available athttps://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 visitinghttps://web.lumiagm.com/486784878 and entering your username and the Meeting password below:

• • Username:

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

  If you are a non-registered shareholder, you need appoint yourself as 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.

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Letter to Shareholders

March 31, 2022

Dear Shareholders,

On behalf of the Board of Directors and 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 that will take place on May 11, 2022 at 1:00 p.m. (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 once again hold our Meeting this year in a virtual-only format, which will be conducted via live webcast. The webcast will be available athttps://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 obtain first-hand information on Intact Financial Corporation, learn about our plans for the future, ask questions and hear your fellow shareholders' questions, and be called upon to vote on matters described in this Management 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 exercise your vote by proxy, as described in the attached documents.

We also invite you to consult our website for information on our recent presentations to the investment community and our results. Also available online is the full text of our Annual Report, Social Impact Report and other useful information.

As a valued shareholder, we appreciate and welcome your participation in the Annual Meeting of Shareholders of Intact Financial Corporation.

Sincerely,

Claude Dussault Chair of the Board of Directors

Charles Brindamour Chief Executive Officer

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