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March 30, 2023 Newswires
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Annual Information Form

Canadian Equity Markets (Alternative Disclosure) via PUBT

ANNUAL INFORMATION FORM

March 29, 2023

ANNUAL INFORMATION FORM

TABLE OF CONTENTS

Page

Forward-Looking Information ............................................................................................... 1

Corporate Profile ................................................................................................................. 3

Subsidiaries ........................................................................................................................ 4

Development of the Business .............................................................................................. 5

Business of Our Company ................................................................................................... 6

Risk Factors ........................................................................................................................ 9

Description of Securities ..................................................................................................... 10

Ratings ............................................................................................................................... 10

Dividends and Dividend Policy ........................................................................................... 11

Market for Securities .......................................................................................................... 11

Directors and Officers ......................................................................................................... 12

Audit Committee Information .............................................................................................. 15

Interest of Management and Others in Material Transactions ............................................. 18

Transfer Agent and Registrar ............................................................................................. 18

Interests of Experts ............................................................................................................ 18

Material Contracts .............................................................................................................. 18

Additional Information ......................................................................................................... 19

Appendix 'A' Summary of Terms and Conditions of Trisura'sAuthorized Securities .......... 20

Appendix 'B' Audit Committee Charter.............................................................................. 25

Forward-Looking Information

This annual information formcontains "forward-looking information" within the meaning ofCanadian provincialsecurities laws and "forward-looking statements" within the meaning ofapplicable Canadian securities regulations. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Company and its subsidiaries, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as"expects," "likely," "anticipates," "plans," "believes," "estimates," "seeks," "intends," "targets," "projects," "forecasts" or negative versions thereof and other similar expressions, or futureorconditional verbs such as "may," "will," "should," "would" and "could".

Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the actual results, performance or achievements of our Company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the behaviour of financial markets, including fluctuations in interest and foreign exchange rates; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; insurance risks including pricing risk, concentration risk and exposure to large losses, and risks associated with estimates of loss reserves; strategic actions including dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the ability to appropriately manage human capital; the effect of applying future accounting changes; business competition; operational and reputational risks; technological change; changes in government regulation and legislation within the countries in which we operate; governmental investigations; litigation; changes in tax laws; changes in capital requirements; changes in reinsurance arrangements and availability and cost of reinsurance; ability to collect amounts owed; catastrophic events, such as earthquakes, hurricanes or pandemics; developments related to COVID-19, including the impact of COVID-19 on the economy and global financial markets; the possible impact of international conflicts and other developments including terrorist acts and cyberterrorism; risks associated with reliance on distribution partners, capacity providers and program administrators; third party risks; risk that models used to manage the business do not function as expected; climate change risk; risk of economic downturn; risk of inflation and other risks and factors detailed from time to time in our documents filed with securities regulators in Canada.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except asrequired by law, Trisura Group Ltd. undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

- 2 -

ANNUAL INFORMATION FORM

Unless otherwise specified herein, the information in this annual information form is presented as at December 31, 2022 and all dollar amounts are expressed in Canadian dollars.

References in this annual information form to "we", "us","our" and "our Company" refer toTrisura GroupLtd. ("Trisura"), together with its subsidiaries.

Corporate Profile

Trisura is a leading specialty insurance provider operating in Surety, Risk Solutions, Corporate Insurance, and Fronting lines of business. Our operating subsidiaries include a Canadian specialty insurance company("Trisura Canada")and a US specialty insurance company("Trisura US"). Our Canadian specialty insurance subsidiary started writing business in 2006 and has a strong underwriting track record over its 16 years of operation, with a newly launched US Surety platform integrated with our Canadian team. Our US specialty insurance company has participated as a hybrid fronting entity in the non-admitted markets since early 2018 and is licensed as an excess and surplus lines insurer in Oklahoma with the ability to write business across 50 states. Our US specialty insurance company can also write business on an admitted basis in 49 states. We continue the process of applying for licenses in the remaining state.

Additional information on Trisura is available on the System for Electronic Document Analysisand Retrieval ("SEDAR")atwww.sedar.comand onTrisura'swebsite atwww.trisura.com.

Trisura was incorporated on January 27, 2017 under theBusiness Corporations Act(Ontario)(the "OBCA") by Brookfield Asset Management Inc. ("Brookfield")for the sole purpose of participating in the Spin-Off (as defined below). On June 22, 2017, Brookfield distributed all of the common shares of Trisura(the "Common Shares") to holders of Brookfield's Class A limited voting shares ("Brookfield Class A Shares") and Class B limited voting shares ("Brookfield Class B Shares") by way of a special dividend (the "Spin-Off"). Holders of Brookfield Class AShares and Brookfield Class B Shares received one Common Share for every 170 Brookfield Class A Shares or Brookfield Class B Shares held. The Common Shares are listed on the TorontoStock Exchange (the "TSX") under the symbol "TSU".

Trisura filed articles of amendment on December 21, 2017(the "Consolidation Articles")to consolidate the Common Shares on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares; provided however, that the holders of less than one Common Share in the aggregate following the consolidation were entitled to receive a cash payment in exchange for such fractional Common Share. Immediately following the filing of the Consolidation Articles, Trisura filed further articles of amendment to subdivide the Common Shares by changing each of the issued and outstanding Common Shares into 10 Common Shares.

On May 11, 2018, Trisura filed articles of amendment to (i) remove the cumulative voting provisions of the Common Shares and (ii) change the size of the board of directors of Trisura (the

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Disclaimer

Trisura Group Ltd. published this content on 29 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2023 12:54:35 UTC.

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