Annual Information Form (for the year ended December 31, 2021) - Insurance News | InsuranceNewsNet

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February 9, 2022 Newswires
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Annual Information Form (for the year ended December 31, 2021)

Canadian Equity Markets (Alternative Disclosure) via PUBT

Make

itIntact

INTACT FINANCIAL CORPORATION

ANNUAL INFORMATION FORM 2021

February 8, 2022

Our Purpose

and Core

Belief

We are here to help people, businesses and society

prosper in good times and be resilient in bad times.

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.

1 Intact Financial Corporation Annual Information Form 2021

Our Values

Guide Us

Integrity

Respect

Customer-driven

Excellence

Generosity

Be honest, open

Be kind

Listen to our customers

Act with discipline and

Help others

and fair

See diversity as a

Make it easy,

drive to outperform

Protect the

Set high standards

strength

find solutions

Embrace change,

environment

Stand up for

Be inclusive and

Deliver second-to-none

improve every day

Make our communities

what is right

collaborate

experiences

Celebrate success, yet

more resilient

remain humble

What we aim to achieve

Our customers are

Our people are

Our company is one of the

our ADVOCATES

ENGAGED

MOST RESPECTED

3 out of 4 customers

We are a best

3 out of 4 stakeholders recognize

are our advocates

employer

us as leaders in building resilient

4 out of 5 brokers

Our employees

communities

value our specialized

and leaders are

Achieve Net Zero by 2050,

expertise

representative of

and halve our operations emissions

the communities we

by 2030

serve

Exceed industry ROE by 5pts

Grow NOIPS 10% yearly over time

Intact Financial Corporation Annual Information Form 2021

2

Table of Contents

and list of information incorporated by reference

Page reference

Business Acquisition

Consolidated Financial

Report dated

Annual

MD&A for the year ended

Statements for the year

June 16, 2021

Information

December 31, 2021

ended December 31, 2021

(Incorporated by

Form

(Incorporated by Reference)

(Incorporated by Reference)

Reference)

Cautionary Note Regarding Forward-Looking Statements

4

72-97

37-44,48-50

Corporate Structure

6

Name, Address and Incorporation

6

Intercorporate Relationships

6

General Development of the Business

7

Three-Year History

7

Reorganizations

9

Description of our Business

10

Canada, UK&I and US Business Segments

10

6, 12-25

Distribution Methods

10

12-25

Pricing and Underwriting

10

Claims Management

10

Innovation

11

44, 45

Risk-Sharing Industry Pools

11

47

Regulatory Matters

11

62-70, 86, 87

66, 67

Competitive Conditions

12

7, 30-36, 82

Cycles and Seasonality

12

42

Group Reinsurance, Corporate and Other

13

25, 45, 46, 54-57,62-70

51-53

Environmental, Social and Governance Activities

14

44, 48-52

Risk Factors

15

72-97

37-44,48-50

Schedule D

Description of Capital Structure

16

Common Shares

16

Class A Shares

16

62-64

Restrictions on Ownership and Transfers of Shares

17

Debt Securities

18

59-62

Shareholder Rights Plan

19

Ratings

19

67, 94, 95

Dividends

21

95

Common Share Dividend Increases

21

67

Market for Securities

22

Trading Price and Volume

22

Directors and Executive Officers

24

Directors of the Company

24

Executive Officers of the Company

25

Committees of the Board of Directors

26

73

Shareholdings of Directors and Executive Officers

27

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

27

Conflicts of Interest

27

Legal Proceedings and Regulatory Actions

28

93

Interest of Management and Others in Material Transactions

29

Transfer Agent and Registrar

30

Material Contracts

31

Interests of Experts

33

Additional Information

34

Glossary of Terms

35

Schedule A - Intercorporate Relationships

37

Schedule B - Summary of Amended and Restated Rights Plan

38

Schedule C - Education and Experience of the

Members of the Audit Committee

41

Schedule D - Mandate of the Audit Committee

43

3 Intact Financial Corporation Annual Information Form 2021

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 8, 2022, and all forward-looking statements incorporated by reference are made as at February 8, 2022 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 (the "Sale") of Codan Forsikring A/S's Danish business ("Codan DK") to

Alm. Brand A/S group ("Alm.Brand"), the separation and transfer of the businesses in Sweden and Norway from Codan DK (the "Separation"), the receipt of all requisite approvals or clearances of the Separation and the Sale in a timely manner and on terms acceptable to the Company, the realization of the expected strategic, financial and other benefits of the Sale 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, the realization of the expected strategic, financial and other benefits of the RSA Acquisition, the Separation and the Sale, and economic and political environments and industry conditions. However, the completion of the Sale is subject to customary closing conditions, termination rights and other risks and uncertainties, including, without limitation, the Separation, regulatory approvals and clearances, and there can be no assurance that the Sale will be completed in a timely manner, or at all. There can also be no assurance that the strategic and financial benefits expected to result from the RSA Acquisition, the Separation or the Sale will be realized. 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, the following factors:

  • expected regulatory processes and outcomes in connection with its business;
  • government regulations designed to protect policyholders and creditors rather than investors;
  • the occurrence and frequency of catastrophe events, including a major earthquake;
  • catastrophe losses caused by severe weather and other weather- related losses, as well as the impact of climate change;
  • intense competition and disruption;
  • unfavourable capital market developments or other factors, including the impact of the COVID-19 pandemic and related economic conditions, which may affect the Company's investments, floating rate securities and funding obligations under its pension plans;
  • the Company's ability to implement its strategy or operate its business as management currently expects;
  • its ability to accurately assess the risks associated with the insurance policies that the Company writes;
  • the Company's ability to otherwise complete the integration of the business acquired within anticipated time periods and at expected cost levels, as well as its ability to operate in new jurisdictions relating to the RSA Acquisition;
  • the Company's ability to achieve synergies arising from successful integration plans relating to acquisitions;
  • the Company's reliance on information technology and telecommunications systems and potential failure of or disruption to those systems, including in the context of the impact on the ability of our workforce to perform necessary business functions remotely, as well as in the context of evolving cybersecurity risk;
  • the impact of developments in technology and use of data on the Company's products and distribution;
  • the Company's ability to contain fraud and/or abuse;
  • periodic negative publicity regarding the insurance industry;
  • the Company's reliance on brokers and third parties to sell its products to clients and provide services to the Company and the impact of COVID-19 and related economic conditions on such brokers and third parties;
  • the occurrence of and response to public health crises including epidemics, pandemics or outbreaks of new infectious diseases, including, most recently, the COVID-19 pandemic and ensuing events;
  • the volatility of the stock market and other factors affecting the trading prices of the Company's securities, including in the context of the COVID-19 crisis;
  • litigation and regulatory actions, including with respect to the COVID-19 pandemic;
  • changes in laws or regulations, including those adopted in response to COVID-19 that would, for example, require insurers to cover business interruption claims irrespective of terms after policies have been issued, and could result in an unexpected increase in the number of claims and have a material adverse impact on the Company's results;
  • COVID-19related coverage issues and claims, including certain class actions and related defence costs, could negatively impact our claims reserves;
  • terrorist attacks and ensuing events;

Intact Financial Corporation Annual Information Form 2021

4

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Intact Financial Corporation published this content on 09 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 February 2022 05:53:26 UTC.

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