Intact Financial : Management Proxy Circular (for the Annual and Special Meeting of Shareholders 2021)

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Intact

Intact Financial Corporation

Management Proxy Circular 2021

Notice of Annual and Special Meeting of Shareholders May 12, 2021

Our purpose, Values and core belief

We believe that insurance is about people, not things. Our purpose is clear - to help people, businesses and society prosper in good times and be resilient in bad times.

Our purpose extends beyond simply getting customers back on track after a crisis. We combine our financial strength and deep industry expertise to help build a resilient society.

Our strength is based on living our Values, caring for people, being open and honest, taking accountability, and driving change.

Our Values Guide Us

We won't compromise on our Values because they matter as much as results.

Integrity

Being honest, open and fair, setting high standards, and standing up for what is right.

Respect

Being kind, seeing diversity as a strength, and being inclusive and collaborative.

Customer-driven

Listening to our customers, making it easy, finding solutions, and delivering second-to-none experiences.

Excellence

Acting with discipline, driving to outperform, embracing change, improving every day, and celebrating success, yet remaining humble.

Generosity

Helping others, protecting the environment, and making our communities more resilient.

We envision a future where we will continue to play an impactful role in helping customers and society to be more resilient.

What we aim to achieve

Our customers are	Our people are	Our Specialty Solutions
our advocates:	engaged:	business is a leader in
3 out of 4 customers are	Be recognized as a	North America:
our advocates, and 3 out	best employer and be	Achieve combined ratio
of 4 customers actively	a destination for top	in the low 90s, and
engage with us digitally.	talent and experts.	generate $6 billion in
		annual DPW by 2025.

Our company is one of the most respected: Exceed industry ROE by five points and grow NOIPS 10% yearly over time.

Intact Financial Corporation Management Proxy Circular 2021

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Your Vote Matters

Choose to vote in one of two ways:

1. By proxy; or
2. Online at the Meeting

Detailed voting instructions for non-registered and registered shareholders can be found on pages 9 to 14of this Management Proxy Circular.

Location of Annual and Special Meeting of Shareholders

Virtual-only Meeting

The well-being and safety of our communities, shareholders, employees and other stakeholders are our top priority. As such, due to the unprecedented and continued public health impact of the COVID-19 pandemic, we will 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. The webcast will be available at https://web.lumiagm.com/439189203.

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/439189203and 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 to appoint yourself as proxyholder and you MUST register with Computershare,
  our transfer agent, at http://www.computershare.com/intactfinancialafter submitting your voting instruction form. Computershare will provide you with a username for the Meeting.
• Password: "intact2021"

Please refer to pages 9 to 14for more information on how to attend and vote at the Meeting or how to appoint a proxyholder.

1. Intact Financial Corporation Management Proxy Circular 2021

March 31, 2021

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 2021 Annual and Special Meeting of Shareholders of Intact Financial Corporation that will take place on May 12, 2021 at 1:00 p.m. (Eastern Time).

The well-being and safety of our communities, shareholders, employees and other stakeholders are our top priority. As such, due to the unprecedented and continuing public health impact of the COVID-19 pandemic, 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 at https://web.lumiagm.com/439189203. 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 virtual 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 on our results. Also available online is the full text of our 2020 Annual Report, 2020 Social Impact Report and other useful information.

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

Sincerely,

Claude Dussault	Charles Brindamour
Chair of the Board	Chief Executive Officer

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