Management Proxy Circular (for the Annual and Special Meeting of Shareholders 2023)

Make it

Intact

INTACT FINANCIAL CORPORATION

MANAGEMENT PROXY CIRCULAR 2023

Notice of Annual and Special Meeting of Shareholders, May 11 | 2023

Our Purpose

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

Our Values

Our Values guide our decision-making, keep us grounded,

help us outperform and are key to our success.

Our Core Belief

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.

Who We Are

Intact is the largest provider of Property & Casualty insurance in Canada,

a leading specialty lines insurer with international expertise

and a leader in personal and commercial lines in the U.K. and Ireland.

Our business has grown organically and through acquisitions

to over $21 billion of total annual operating Direct Premiums Written1.

67%23%23%

We have a global team of 29,000 employees

delivering best-in-class operations through a diversified business offering.

1 This is a non-GAAP financial measure.

INTACT FINANCIAL CORPORATION MANAGEMENT PROXY CIRCULAR 2023 i

What We Aim To Achieve

Our strategic objectives define what we aim to achieve: placing customers at the centre of

everything we do, making sure our employees are engaged and proud to work at Intact, and being

recognized as leaders in building resilient communities and industry outperformance.

MOST RESPECTED

Our Strategic Roadmap

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2022 Strategic Highlights

1. These are non-GAAP financial measures. See Section 36 - Non-GAAP and other financial measures of the MD&A for the definition and reconciliation to the most comparable GAAP measures.
2. Intact's ROE corresponds to an adjusted retuon equity (AROE), which is more comparable to the industry.
3. Intact's Resilience Barometer, launched in Canada this year, measures our social impact performance through feedback from key stakeholders.
4. Including Scope 1, Scope 2 and Scope 3 business travel.

INTACT FINANCIAL CORPORATION MANAGEMENT PROXY CIRCULAR 2023 iii