Management Proxy Circular (for the Annual Meeting of Shareholders 2026)

Management Proxy Circular 2026

Intact Financial Corporation

Notice of Annual Meeting of Shareholders May 6, 2026

Your vote matters

Choose to vote in one of two ways:

1. By proxy (voting in advance of the Meeting); or

2. Online at the Meeting.

Detailed voting instructions for non-registered and registered shareholders can be found on pages 11 to 18 of this Management Proxy Circular.

Location of Annual Meeting of Shareholders

Virtual-only meeting

Considering the feedback we have received from shareholders, and the ability of shareholders to participate and ask live questions, we will again hold our Meeting 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 at https://meetings.lumiconnect.com/400-572-839-731.

How to attend the virtual meeting

To attend the virtual Meeting, log in at https://meetings.lumiconnect.com/400-572-839-731 at least 15 minutes before the Meeting begins to allow ample time to complete the check-in procedures. You will have the option to log in as a shareholder or as a guest.

You MUST log in as a shareholder if you want to vote or ask questions during the virtual Meeting:

• Registered shareholders: To attend the Meeting and to be able to vote, enter your 15 digit control number (from your proxy form) as your Username and the meeting password: intact2026.

• Non registered shareholders:

  1. You MUST appoint yourself as Proxyholder on the voting instruction form ("VIF") by printing your name in the space provided, signing it and returning it as directed on the VIF.

  2. After returning your VIF, you MUST also register it online with Computershare at http://www.computershare.com/ intactfinancial no later than 1:00 p.m. (Eastern Time) on May 4, 2026. Computershare will email you a Username specifically for voting at the Meeting.

     Failure to register yourself will result in you not receiving a Username to participate in the Meeting.

  3. Following these steps, to attend the Meeting and vote, log in at: https://meetings.lumiconnect.com/400-572-839-731

using the Username provided by Computershare and the password: intact2026.

Log in to the virtual Meeting as a guest if you only want to watch the webcast, as guests cannot submit questions or vote.

Please refer to pages 11 - 18 of this Circular for more information on how to attend, vote and ask questions at the Meeting or how to appoint a Proxyholder.

Letter to shareholders

March 26, 2026 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 2026 Annual Meeting of Shareholders of Intact Financial Corporation that will take place on May 6, 2026 at 1:00 p.m. (Eastern Time).

We will once again hold our Meeting in a virtual-only format, which will be conducted via live webcast. The webcast will be available at https://meetings.lumiconnect.com/400-572-839-731. 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 and ESG 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,

William L. Young

Chair of the Board of Directors

Charles Brindamour

Chief Executive Officer

Quick Links

Summary 7

Voting information 11

Director nominees 30

ESG oversight 59

Human capital management 76

Diversity 79

Executive compensation 103

How to contact us 166

Table of contents

Your vote matters 2

Letter to shareholders 3

Notice of annual meeting of shareholders

of Intact Financial Corporation 6

Summary 7

1. Voting information 11

2. General information 19

3. Business of the Meeting 23

   1. Financial statements 24

   2. Appointment of auditor 24

   3. Election of Directors 25

   4. Approval of the amended and restated

      shareholder rights plan 26

   5. Shareholder advisory vote on approach

to executive compensation 27

1. Reports of the committees 87

   1. Governance and Sustainability Committee 88

   2. Audit Committee 93

   3. Risk Management Committee 96

   4. Human Resources and

      Compensation Committee 99

2. Statement on executive compensation 103

   1. Executive compensation overview 104

   2. Compensation discussion and analysis 109

   3. CEO compensation 136

   4. Other NEO compensation 138

   5. Summary compensation table 143

   6. Incentive plan awards 146

   7. Pension plan and retirement benefits 150

   8. Termination and Change of

      Control benefits 153

      1. Director compensation 44

      2. Additional information regarding Directors 50

      1. Corporate governance practices 53

         1. A purpose-driven company 54

         2. Board of Directors 57

         3. Human capital management 76

         4. Diversity 79

         5. Shareholder engagement 84

         6. Other stakeholder engagement 86

         7. Additional information 86

      executive compensation 155

3. Approval of the Board of Directors 156

Glossary of terms 157

Schedule A 159

Schedule B 162

How to contact us 166

Notice of annual meeting of shareholders of Intact Financial Corporation

Date: Wednesday, May 6, 2026 Time: 1:00 p.m. (Eastern Time)

Place: Virtual-only meeting via live webcast at: https://meetings.lumiconnect.com/400-572-839-731

Business of the Meeting

1. Receive the consolidated financial statements for the year ended December 31, 2025, and the auditor's report on those statements;

2. Appoint the auditor;

3. Elect Directors;

4. Consider and, if thought fit, adopt a resolution to reconfirm, ratify and reapprove the Amended and Restated Shareholder Rights Plan of Intact Financial Corporation as set out in Section 3 and Schedule A of the Management Proxy Circular (the "Circular");

5. Approve the non-binding advisory resolution to accept the approach to executive compensation disclosed in the Circular; and

6. Transact such other business as may properly be brought before the Meeting.

Holders of Common Shares of Intact Financial Corporation of record at 5:00 p.m. (Eastern Time) on March 13, 2026 are entitled to receive the Notice of Annual Meeting of Shareholders and will be entitled to vote at the Meeting. On that date, 177,344,693 Common Shares were issued and outstanding. Each holder of Common Shares is entitled to cast one vote per Common Share held.

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://meetings.lumiconnect.com/400-572-839-731.

Detailed information on how to participate in the virtual Meeting is included in the Circular.

As permitted by Canadian securities regulators, the Company is using Notice and Access to deliver the Circular and its 2025 Annual Report to shareholders. Notice and Access allows the Company to post the Circular and 2025 Annual Report online instead of mailing it out to each shareholder, saving substantial printing and mailing costs and greatly reducing the Company's paper consumption. Shareholders will receive a notice in the mail giving instructions on how to access the Circular and the 2025 Annual Report on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.intactfc.com), and how to request a paper copy of the Circular and 2025 Annual Report free of charge. Please take the time to review the Circular carefully before voting your shares.

By order of the Board of Directors,

Stephanie Lee

Senior Vice President, General Counsel March 26, 2026

Holders of Common Shares of Intact Financial Corporation who are unable to attend the virtual Meeting are invited to (a) register their vote online at www.investorvote.com (for registered shareholders) or www.proxyvote.com (for non-registered shareholders) or by calling toll free at 1-866-732-VOTE (8683), or (b) to complete, date and sign the enclosed proxy from or voting instruction form ( "VIF"), and return it by mail to Computershare in the postage-paid envelope provided. In order to be valid, the proxy form or VIF must be deposited with Computershare by internet, phone or mail no later than 1:00 p.m. (Eastern Time) on May 4, 2026 (or 48 hours before an adjourned Meeting, excluding weekends and holidays). If mailing, you may use the postage-paid envelope provided. However, we encourage online voting at www.investorvote.com (for registered shareholders, using your 15-digit control number on your proxy form) or www.proxyvote.com (for non-registered shareholders, using your 16-digit control number on your VIF) to reduce the risk of mail disruption.

For any questions regarding the Management Proxy Circular, the proxy form, the VIF or the exercise of voting rights, please call the Office of the Corporate Secretary of Intact Financial Corporation at 1-877-341-1464, Ext. 89915.

Summary

Below are highlights of the important information you will find in this Management Proxy Circular (the "Circular"). These highlights do not contain all the information that you should consider. You should therefore read the Circular in its entirety before voting.

Shareholder voting matters

Director nominees at a glance

Occupation

Age Independent Director Director since

% Vote FOR

at 2025 annual meeting

Committee memberships

Board and committee attendance

2025

Other current Share

public boards ownership requirement

Charles Brindamour

Chief Executive Officer, Intact Financial Corporation

55 2008 99.72% - 12/12

(100%)

- Met

Thomas Flynn Corporate Director 62

-

-

If elected, has

- TELUS until May 6, Corporation 2031 to comply

Michael Katchen

Chief Executive Officer and

Co-Founder, Wealthsimple

38 2022 99.94% HRC1 16/17

(94%)

• Met

  Stephani Kingsmill

  Corporate Director 59

  2022

  98.95%

  GS,2 HRC

  25/25 (100%)

  -

  Met

  
  
  
  
  

  Jane E. Kinney Corporate Director 68 2019 98.11% Audit, GS 24/24 (100%)

  Cenovus Energy Inc.

  Met

  Voya Financial, Inc

  Met

  Citizens Financial Group, Inc.

  23/25 (92%)

  HRC, Risk

  99.50%

  2015

  65

  Corporate Director, Chairman, Arrow Global Group

  Robert G. Leary

  
  
  

  T. Michael Miller3

  Corporate Director 67 2025 99.72% Risk4 5/5

  (100%)

• Met

  Sylvie Paquette Corporate Director 66

  2017

  99.94%

  HRC, Risk,

  Audit5

  28/28 (100%)

  -

  Met

  
  
  

  Stuart J. Russell

  Distinguished Professor

  of Electrical Engineering and Computer Sciences at the University

  of California at Berkeley

  64 2020 98.95% GS, Risk 21/22

  
  
  

  (95%)

• Met

  Indira V. Samarasekera

  Corporate Director

  73

  2021

  98.18%

  GS, HRC

  25/25 (100%)

  Magna International

  Inc.

  Met

  
  
  

  Frederick Singer Corporate Director

  Chairman, Echo360

  63 2013 96.69% Audit, GS 25/25

  
  
  

  (100%)

• Met

Carolyn A. Wilkins

Corporate Director and Senior Research Scholar, Griswold Center for Economic Policy Studies, Princeton University

62

2021

99.91%

Audit, Risk

24/24 (100%)

-

Met

William L. Young Corporate Director

Chair, AtkinsRéalis

71 2018 98.69% - 12/12

(100%)

AtkinsRéalis Met

1. Human Resources and Compensation Committee.

2. Governance and Sustainability Committee.

3. Mr. Miller was appointed to the Board, effective as of May 1, 2025.

4. Mr. Miller was appointed as a member of the Risk Management Committee, effective as of November 5, 2025.

5. Ms. Paquette was appointed as a member of the Audit Committee, effective as of May 7, 2025.

Corporate governance

The Board of Directors and Management of Intact Financial Corporation ("IFC", "Intact" or the "Company") consider corporate governance and sound market practices to be essential components of its operations and integral in achieving the Company's objective of enhancing value for its shareholders and in ensuring the Company's long-term viability.

97.98%

approval on advisory resolution on executive compensation (say-on-pay) at the 2025 Annual Meeting of Shareholders

98.87%

average vote in favour of the election of the director nominees in 2025

Highlights of our Corporate Governance Practices

• We have adopted a code of conduct, "Living our Values", applicable to all directors, officers and employees

• Separation of CEO and Chair of the Board of Directors

• Independent Board and Chair: All members of the Board of Directors are independent, except the CEO and one director nominee

• 41.7% women representation on the Board of Directors in 2025 and policy requiring a minimum of 30% representation each of women and men on the Board of Directors

• Minimum Director share ownership requirements equivalent to 4x total annual retainer (and more than 8x annual cash retainer)

• Private meetings of independent Directors at all Board of Directors and committee meetings

• Policy on external positions and interlocking for Directors

• Board Renewal: Use of skills matrix, diversity matrix and evergreen list as part of the Board of Directors renewal process

• Shareholder Engagement Policy providing for Management and Board of Directors' directed shareholder engagement

• Strong Board of Directors assessment process

• Regular continuing education programs for members of the Board of Directors

• Robust risk management process

• Board oversight of ESG matters including climate change risk, human capital management, ethical conduct and integration into overall corporate strategy

• Board oversight of AI and cybersecurity risk

Management Proxy Circular 2026 9

Compensation

IFC's compensation philosophy aims to ensure that its leaders focus on sustaining high levels of performance and growth in shareholder value, reinforcing the pay-for-performance philosophy. The Company's executive compensation program is based on the following key principles:

Attract, retain and motivate key talent in a highly competitive business environment

Align the objectives of Executives and Senior Executives with those of the Company and the long-term interests of shareholders and other stakeholders

Link the Executives' and Senior Executives' short-term and long-term incentives to the Company's financial performance on both an absolute basis and relative to the P&C insurance industry

The executive compensation package is designed to assist the Company in attracting and retaining the best available personnel for positions of substantial responsibility and aligning their interests with those of the Company's shareholders and other stakeholders. Each year, we review our compensation package to ensure alignment with our compensation philosophy and Values.

The Company's compensation components aim for an optimal balance between fixed and variable pay to encourage participation and behaviour that aligns with the longer-term interests of the Company, its shareholders and other stakeholders.

Risk management is at the heart of our daily operations. Consequently, the Company's compensation programs are founded on principles and processes that support the management of risk, ensuring Management's plans and activities are prudent and focused on generating shareholder value within an effective risk control environment.

Highlights of our compensation governance practices

• Say-on-Pay: Annual shareholder advisory vote on executive compensation

• Strong link between pay and performance

• 10-year look-back showing the alignment of

  Mr. Brindamour's pay with the Company's performance

• Double-trigger vesting of stock incentives under the LTIP upon Change of Control

• Robust Clawback Policy applicable to all variable compensation, including cash bonuses and equity compensation

• Minimum Director share ownership requirements equivalent to 4x total annual retainer (and more than 8x annual cash retainer)

• Minimum Executive share ownership requirements equivalent to 2x LTIP target and minimum retention periods for the CEO and certain Senior Executives, including after leaving the Company

• ESG-related goals, including regarding employee engagement, climate initiatives and Customer-driven initiatives are part of the personal objectives

  of the CEO and other Senior Executives under the STIP

• LTIP awards composed entirely of PSUs for the CEO and Senior Executives

• HRC Committee's retention of an independent compensation consultant

• Prohibition for Senior Executives to hedge their economic risk or reduce their exposure to changes in share price with respect to any securities of the Company

For detailed information regarding our approach to executive compensation, please refer to our "Statement on Executive Compensation" section starting on page 103 of this Circular.

10 Management Proxy Circular 2026

01

Voting

information

This Management Proxy Circular is provided in connection with the solicitation of proxies to be used at the Annual Meeting of Shareholders of Intact Financial Corporation, for the purposes indicated in the Notice of Meeting, to be held at 1:00 p.m. (Eastern Time) on Wednesday, May 6, 2026 via live webcast, and at any adjournment thereof.

Virtual-only meeting

Considering shareholder feedback, and the ability of shareholders to participate and ask live questions, we are once again holding our Meeting in a virtual-only format, via live webcast. We are dedicated to facilitating shareholder access, participation and communication during the Meeting. The virtual Meeting platform provides live translation of the webcast and enables shareholders to submit questions in real time, by audio participation or in writing. This supports transparent dialogue and engagement with Management by ensuring all shareholders can participate equally during the Meeting, ask questions and hear other shareholders' questions, as well as vote on matters described in this Circular, regardless of geographic location.

Each year, we will continue to reassess whether to hold our annual meeting of shareholders in-person, virtually or in a hybrid format (i.e., both in-person and virtual attendees).

For detailed instructions on voting, asking questions and engaging with Management during the virtual Meeting, please see pages 13 - 18 of this Circular.

Who has the right to vote at the virtual Meeting?

If you hold Common Shares as at the close of business (5:00 p.m., Eastern Time) on March 13, 2026 (the record date established for receiving the Notice of Meeting and for voting in respect of the Meeting), you can cast one vote for each Common Share you hold on all matters proposed to come before the Meeting. As at the close of business (5:00 p.m., Eastern Time) on March 13, 2026, 177,344,693 Common Shares were issued and outstanding. All the matters proposed before the Meeting require approval by a majority of votes cast by shareholders.

How you can vote and participate at the Meeting varies depending on whether you are a registered shareholder or a non-registered shareholder.

Registered shareholder

You are a registered shareholder if your Common Shares are registered in your own name.

We will prepare a list of the registered shareholders as of March 13, 2026, showing the names of all shareholders who are entitled to vote online at the Meeting and the number of Common Shares each owns. Those wishing to consult a copy of the list during regular business hours should contact our transfer agent, Computershare Investor Services Inc., at 1-800-564-6253.

Non-registered shareholder

You are a non-registered shareholder if a bank, trust company, securities broker, clearing agency, other financial institution or other intermediary (your "Nominee") holds your Common Shares on your behalf. As required by Canadian securities laws, you will have received a request for voting instructions (i.e., VIF) for the number of Common Shares you hold, from your Nominee.

How can I attend the virtual Meeting?

To attend the virtual Meeting, log in at https://meetings.lumiconnect.com/400-572-839-731 at least 15 minutes before the Meeting begins to allow ample time to complete the check-in procedures. You will have the option to log in as a shareholder or as a guest.

You MUST log in as a shareholder if you want to vote or ask questions during the virtual Meeting:

Registered shareholders

• To attend the Meeting and to be able to vote, enter your 15 digit control number (from your proxy form) as your Username and the meeting password: intact2026.

  Non registered shareholders

  1. You MUST appoint yourself as Proxyholder on the voting instruction form ("VIF") by printing your name in the space provided, signing it and returning it as directed on the VIF.

  2. After returning your VIF, you MUST also register it online with Computershare at http://www.computershare.com/ intactfinancial no later than 1:00 p.m. (Eastern Time) on May 4, 2026. Computershare will email you a Username specifically for voting at the Meeting.

     Failure to register yourself will result in you not receiving a Username to participate in the Meeting.

  3. Following these steps, to attend the Meeting and vote, log in at: https://meetings.lumiconnect.com/ 400-572-839-731 using the Username provided by Computershare and the password: intact2026.

Log in to the virtual Meeting as a guest if you only want to watch the webcast, as guests cannot submit questions or vote.

See "Option 2 - voting online at the Meeting" at page 15 of this Circular for additional information on voting procedures at the virtual Meeting.

How do I vote my Common Shares?

You have two options to exercise your right to vote:

Option 1 - voting by proxy in advance of the Meeting

Option 2 - voting online at the virtual Meeting

Option 1 - voting by proxy in advance of the Meeting

Voting by proxy means you authorize another person (the "Proxyholder") to vote your Common Shares on your behalf in accordance with your instructions in the proxy form (if you are a registered shareholder) or in the VIF (if you are a non-registered shareholder). The designated Proxyholders in the proxy form or VIF are automatically the Directors and/or officers of the Company (the "Designated Proxyholders"). If you do not wish to use the Designated Proxyholders to vote your Common Shares on your behalf, you may appoint any other person-including yourself if you are a non-registered shareholder (see "How do I appoint a Proxyholder other than the designated Proxyholders in the proxy form/VIF (including appointing yourself")? at page 16 of this Circular for detailed instructions).

If you do not specify how you want your Common Shares voted in the proxy form or VIF, the Designated Proxyholders or your appointed Proxyholder can vote them as they see fit (see "How will my Common Shares be voted if I return a

proxy form/VIF?" at page 16 of this Circular for information on how your Common Shares will be voted by the Designated Proxyholders at the Meeting absent your instructions).

Shareholders are encouraged to vote by proxy in advance of the Meeting, even if you plan to attend. This ensures your vote is counted if, for any reason, you are unable to attend.

Registered shareholders

Your package includes a proxy form. You may give your voting instructions in the following ways:

By Mail: Complete, sign and return the proxy form by mail in the postage-paid envelope provided; however, we encourage you to use the online platform www.investorvote.com, instead of mail, to reduce the risk related to mail disruption;

Online: Go to www.investorvote.com and follow the instructions. You will need your 15-digit control number located on your proxy form; or

By Telephone: Call the Computershare toll-free control number located on your proxy form: 1-866-732-VOTE (8683). You will need your 15-digit control number located on your proxy form.

Non-registered shareholders

By law, your Nominee cannot vote your Common Shares on your behalf unless you provide them with instructions on how to vote your Common Shares. Your package includes a VIF from your Nominee. Complete it and return it as directed on the VIF. Each Nominee may have different return procedures, so be sure to follow their instructions on the VIF carefully.

To be valid, the proxy form or VIF must be registered with Computershare in accordance with the instructions on the forms no later than 1:00 p.m. (Eastern Time) on May 4, 2026 (or 48 hours before an adjourned Meeting, excluding weekends and holidays). If mailing, you may use the postage-paid envelope provided. However, we encourage online voting at www.investorvote.com (for registered shareholders, using your 15-digit control number on your proxy form) or www.proxyvote.com (for non-registered shareholders, using your 16-digit control number on your VIF) to reduce the risk of mail disruption.

The Chair of the Meeting has discretion to accept or reject late proxies or VIFs and may waive or extend the proxy submission deadline without prior notice.

Note: If the shareholder is a corporation, the proxy form or VIF must be signed by a duly authorized officer or representative.

14 Management Proxy Circular 2026

Option 2 - voting online at the virtual Meeting

Attending the Meeting online will give you an opportunity to hear directly from Management and members of our Board of Directors.

To attend and vote online, follow the instructions below under registered shareholders or non-registered shareholders, as applicable. All shareholders should log in at https://meetings.lumiconnect.com/400-572-839-731 at least 15 minutes before the Meeting begins to allow ample time to complete the check-in procedures. You will need your 15-digit control number included on your proxy form (if you are a registered shareholder) or your Username provided by Computershare as described below (if you are a non-registered shareholder) to be able to log in as a shareholder; otherwise, you will only be able to log in as a guest, which will allow you to listen to the Meeting, without being able to vote or submit questions.

You must use an internet-connected device and stay connected throughout the Meeting to vote when the ballot opens. Shareholders will be able to submit their votes by virtual ballot throughout the Meeting, with voting options being made visible on your screen. The Chair of the Meeting will announce when polls open and close.

Important: Voting online at the virtual Meeting will revoke all proxies previously submitted in accordance with the section above (see Option 1 - voting by proxy). If you wish to attend the Meeting but do not wish to revoke your previously submitted proxy, you must not cast any votes during the Meeting.

Registered shareholders

To attend and vote at the virtual Meeting, you do not need to complete or return your proxy form.

Log in at https://meetings.lumiconnect.com/400-572-839-731 using the 15-digit control number that appears on your proxy form as your Username, and the password "intact2026" to join the Meeting as a shareholder and be able to vote.

Non-registered shareholders

1. To attend and vote at the virtual Meeting, you do not need to complete the instructions section of the VIF, but you MUST appoint yourself as Proxyholder by printing your name in the space provided on the VIF, signing it and returning it as directed on the VIF.

2. After returning your VIF, you MUST also register online with Computershare at http://www.computershare.com/intactfinancial no later than 1:00 p.m. (Eastern Time) on May 4, 2026 in advance of the Meeting. Computershare will email you a Username specifically for voting at the Meeting.

   Failure to register yourself will result in you not receiving a Username to participate in the Meeting.

3. Following these steps, to attend the Meeting and vote, log in at: https://meetings.lumiconnect.com/400-572-839-731

using the Username provided by Computershare and the password: intact2026.

If you do not follow these steps, you may only attend the Meeting as a guest and will not be able to vote or ask questions.

United States non-registered shareholders

To attend and vote at the Meeting, you must first obtain a legal proxy form from your Nominee and register it in advance of the Meeting by submitting to Computershare at USLegalProxy@computershare.com or by mail at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 no later than May 4, 2026 by 1:00 p.m. (Eastern Time). In both cases, requests for registration must be labelled as "Legal Proxy".

Computershare will confirm your registration and provide a Username so you may attend and vote at the Meeting by logging in at: https://meetings.lumiconnect.com/400-572-839-731 and using the password: intact2026. Please note that you are also required to register your appointment at http://www.computershare.com/intactfinancial.

Who is soliciting my proxy?

Employees, officers, Directors and agents of the Company will solicit proxies. The solicitation of proxies is done by mail or in-person. The costs of such solicitation will be borne by the Company.

How do I appoint a Proxyholder other than the Designated Proxyholders in the proxy form/VIF (including appointing yourself)?

If you do not wish to use the Designated Proxyholders in the proxy form (for registered shareholders)/VIF (for non-registered shareholders), you may appoint any person, including yourself if you are a non-registered shareholder, as follows:

1. You must indicate the name of your Proxyholder in the blank space provided in the proxy form or VIF, enter your voting instructions and submit your proxy form or VIF by following the instructions on the front and back of the proxy form or VIF; and

2. AFTER submitting your proxy form or VIF, you MUST register your Proxyholder with Computershare by visiting http://www.computershare.com/intactfinancial by 1:00 p.m. (Eastern Time) on May 4, 2026 (or 48 hours before an adjourned Meeting, excluding weekends and holidays) and provide your Proxyholder's contact information, so that your Proxyholder will receive a Username from Computershare via email.

   Registering your Proxyholder is an additional step once you have submitted your proxy form or VIF. Failure to register the Proxyholder will result in the Proxyholder not receiving a Username to participate in the Meeting.

   Your Proxyholder does not need to be a shareholder but must attend the Meeting to vote your Common Shares. If you wish to return the proxy form or VIF by mail, you may use the postage-paid envelope provided. However, we encourage you to use the online platform www.investorvote.com (for registered shareholders) or www.proxyvote.com (for non-registered shareholders), instead of mail, to reduce the risk related to mail disruption.

   If you appoint yourself and wish to vote online during the Meeting, see "Option 2 - voting online at the virtual Meeting" on

   page 15 of this Circular for login requirements.

   How will my Common Shares be voted if I return a proxy form/VIF?

   Common Shares represented by a proxy form/VIF are to be voted for, against or withheld from voting by the Proxyholder designated in the proxy form/VIF as you instruct. If no instructions are given, the voting rights attached to the Common Shares will be exercised at the discretion of your duly appointed Proxyholder. If you have not appointed a specific Proxyholder, your Common Shares will be voted by the Designated Proxyholders in the proxy form in accordance with the Board and Management's recommendations, as follows:

   • FOR the appointment of the auditor;

   • FOR the election of each proposed Director nominated by Management;

   • FOR the reapproval of the Company's Shareholder Rights Plan; and

   • FOR the approval of the non-binding advisory resolution of the shareholders to accept the approach to executive compensation disclosed in this Circular.

   
   
   

   The proxy form/VIF confers on the Designated Proxyholders discretionary authority with respect to any proposed amendments or variations to the matters set out therein and any other business which may properly come before the Meeting.

   If you do not provide instructions, and changes to the items of business and/or other matters arise at the Meeting, your appointed Proxyholder may use their discretion to vote your Common Shares as they see fit, to the extent permitted by law.

   As of March 26, 2026, Management is not aware of any amendment or other matter that may properly come before the Meeting.

   What if I change my mind?

   Registered shareholders may revoke a proxy (i) by providing written notice to Computershare at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 no later than 1:00 p.m. (Eastern Time) on May 4, 2026 (or 48 hours before an adjourned Meeting, excluding weekends and holidays), (ii) by voting online during the Meeting, or (iii) as otherwise permitted by law.

   If the shareholder is a legal entity, an estate or trust, the notice must be signed by a duly authorized officer or representative. A certified copy of the resolution that grants this authorization must be attached to the notice.

   Non-registered shareholders may revoke a VIF (or a waiver of the right to receive meeting materials and to vote) given to a Nominee at any time by written notice to the Nominee, except that a Nominee is not required to act on a revocation of a VIF (or of a waiver of the right to receive materials and to vote) that is not received by the Nominee at least seven (7) days prior to the Meeting. Non-registered shareholders can also revoke their VIF by attending and voting online during the virtual Meeting. However, to be able to vote during the virtual Meeting, a Username must be obtained no later than 1:00 p.m. (Eastern Time) on May 4, 2026 (see "Option 2 - voting online at the virtual Meeting - Non-Registered Shareholders" on page 15 of this Circular).

   Is my vote confidential?

   Yes, all voting is confidential. Votes submitted by proxy are collected and compiled by Computershare, our appointed service provider for the Meeting, and all virtual ballots submitted during the Meeting are kept confidential. Computershare compiles results and does not share individual votes except where legally required.

   How can I ask questions during the virtual Meeting?

   Shareholders and duly appointed Proxyholders can ask questions during the virtual Meeting either (i) in writing through the Meeting platform, or (ii) live via audio participation during the webcast. Instructions on how to submit written questions and how to join the live audio queue will be provided at the beginning of the Meeting. Written questions submitted through the platform will be read aloud during the Meeting. Participants asking questions via live audio participation will be heard by all attendees.

   To help ensure questions are addressed at the appropriate time, shareholders and Proxyholders are encouraged to submit their questions as early as possible during the Meeting.

   Important: To ask questions, shareholders and Proxyholders MUST log in to the Meeting as a shareholder (not as a guest) using one of the following:

   • Registered shareholders: use the 15-digit control number on the proxy form included in this package (see "Option 2 - voting online at the virtual Meeting - Non-Registered Shareholders" at page 15 of this Circular); or

   • Non-registered shareholders: use the Username provided by Computershare (see "Option 2 - voting online at the virtual Meeting - Non-Registered Shareholders" at page 15 of this Circular for how to obtain your Username, if applicable).

   The Chair of the Board of Directors and other members of Management present at the Meeting will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed by them at the end of the Meeting during the question period.

   To ensure we can answer as many questions as possible, shareholders and Proxyholders are asked to be brief and concise and to address only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related will be grouped, summarized and answered together.

   While all shareholders' questions are welcome, the Company does not intend to address questions that:

   • are irrelevant to the Company's operations or to the business of the Meeting;

   • are related to non-public information about the Company;

   • are related to personal grievances;

   • constitute derogatory references to individuals or are otherwise offensive to third parties;

   • are repetitious or have already been asked by other shareholders;

   • are in furtherance of a shareholder's personal or business interest; or

   • are out of order or not otherwise appropriate as determined by the Chair or Secretary of the Meeting in their reasonable judgment.

Unanswered questions can be directed to the Office of the Corporate Secretary at 1-877-341-1464, Ext. 89915.

Who do I contact if I have any technical issues accessing the virtual Meeting or during the virtual Meeting?

For information regarding technical and logistical issues related to accessing the Meeting online, please visit

https://meetings.lumiconnect.com/400-572-839-731. Click on "Technical support/Soutien technique" and follow the instructions.

Enabling shareholder participation and communication during the Meeting is a priority for the Company. We have implemented measures to support a smooth user experience, including a virtual meeting platform that allows for real-time Q&A with clear submission guidelines provided in advance, online voting, dedicated live technical support before and during the Meeting, continuous system monitoring, and backup systems to prevent or quickly address issues. While some factors may be beyond our control, we will use best efforts to prevent disruptions and promptly resolve any that occur. Our goal is to provide a reliable forum, using the best electronic solutions available, that enables shareholders to engage with Management throughout the Meeting.

In the event of a technical malfunction or other significant problem that disrupts the Meeting, the Chair of the Meeting may adjourn, recess or expedite the Meeting, or take such other action as the Chair determines is appropriate considering the circumstances.

Can I watch the virtual Meeting at a later date?

Yes, a recording of the webcast of the Meeting will be available following the Meeting, for a period of up to 12 months. The voting period will have ended by the time the recording is available for viewing. The recording can be accessed at https://www.intactfc.com/agm2026. Click on the "View the Webcast" link and follow the steps.

02

General

information

Date of information

The information contained in the Circular is given as at March 26, 2026, except where otherwise noted.

Glossary of terms

Capitalized terms used in this Circular are defined in the glossary provided starting on page 157 of this Circular.

Currency

Unless indicated otherwise, all amounts are in Canadian dollars and "$" or "dollars" refer to Canadian dollars.

Non-GAAP financial measures

Non-GAAP financial measures and Non-GAAP ratios (which are calculated using non-GAAP financial measures) do not have standardized meanings prescribed by IFRS and may not be comparable to similar measures used by other companies in our industry.

For additional information on the non-GAAP measures included in this Circular, please refer to "Section 28 - Non-GAAP and other financial measures" of our Management's Discussion and Analysis for the year ended December 31, 2025 available on SEDAR+ (https://www.sedarplus.ca).

Non-GAAP financial measures and other insurance-related terms used in this Circular are defined in the glossary available in the "Investors" section of our website at https://www.intactfc.com.

Notice and access

As permitted by the Canadian Securities Administrators, the Company is using the Notice and Access rules to deliver this Circular to shareholders. Notice and Access allows the Company to post the Circular and other relevant materials online instead of mailing them out to each shareholder, saving substantial printing and mailing costs and greatly reducing the Company's paper consumption.

Shareholders will receive a Notice of Meeting, along with the proxy or VIF, giving instructions on how to access this Circular and other relevant materials (including the 2025 Annual Report - see below) on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.intactfc.com) and how to request a paper copy of the Circular free of charge.

The 2025 Annual Report, including the consolidated financial statements of the Company for the year ended December 31, 2025, together with the auditor's report thereon, and Management's Discussion and Analysis of the financial position and results of operations, are also available online on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.intactfc.com), in accordance with Notice and Access. No vote will be taken at the Meeting in respect of the Company's 2025 Annual Report.

Share capital and principal holders

The Company has an authorized share capital consisting of an unlimited number of Common Shares and an unlimited number of Class A Shares.

To the knowledge of the Directors and officers of the Company, no individual or corporation beneficially owns, directly or indirectly, or exercises control or direction over Common Shares carrying 10% or more of the voting rights attached to the Common Shares of the Company.

Normal course issuer bid

On February 12, 2026, the Company announced its intention to renew its normal course issuer bid ("NCIB") to purchase for cancellation during the next 12-month period up to 5,326,847 Common Shares, representing approximately 3% of its issued and outstanding Common Shares as of February 3, 2026. The NCIB commenced on February 17, 2026 and will expire on the earlier of February 16, 2027, or the date on which the Company has either acquired the maximum number of Common Shares allowable or otherwise decided not to make any further repurchases. Shareholders may obtain a copy of the notice filed with the Toronto Stock Exchange ("TSX") by contacting the Corporate Secretary's Office of the Company.

Under the Company's previous NCIB, which was effective from February 17, 2025 to February 16, 2026, a maximum of 5,350,283 Common Shares were approved for purchase (representing 3% of the Company's issued and outstanding Common Shares as at February 3, 2025) and the Company purchased for cancellation 798,825 Common Shares for a weighted average price of $270.55, on the open market through the facilities of the TSX and Canadian alternative trading systems.

Shareholder proposals

The Canada Business Corporations Act permits certain eligible shareholders of the Company to submit shareholder proposals to the Company for inclusion in a management proxy circular for an annual meeting of shareholders.

Shareholder proposals to be considered at the 2027 annual meeting of shareholders must be received at the head office of the Company between December 7, 2026 and February 5, 2027 (inclusively), to be included in the management proxy circular for such meeting.

Further information relating to Intact Financial Corporation may be obtained on its website at www.intactfc.com and on the SEDAR+ website at www.sedarplus.ca. Financial information is provided in the Company's consolidated financial statements and Management's Discussion and Analysis for the fiscal year ended December 31, 2025, and these documents are accessible through SEDAR+.

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03

Business

of the Meeting

As of the date of this Circular, the Company is not aware of any changes to the items described above and does not expect any other items to be brought forward at the Meeting. If there are changes or new items, your Proxyholder can vote your Common Shares on these items as they see fit.

04

Directors

4.1 Nominees

The 13 nominees are profiled below, including their backgrounds and experience, key skills, meeting attendance, past annual meeting voting results, share ownership and other public company boards served on during the past five years. Unless otherwise indicated, the information hereunder as to Common Shares and deferred share units beneficially owned or controlled, directly or indirectly, has been furnished by each of the nominees, as of December 31, 2025 and, with respect to independent Directors, includes Common Shares and DSUs received in early 2026 for services rendered and entitlements in the fourth quarter of 2025. Unless otherwise indicated, all of the nominees are now members of the Board of Directors and have been Directors of the Company since the dates indicated.

The Board of Directors prioritize selecting director nominees that have diverse and complementary skills and perspectives, can contribute meaningfully to the Company's purpose and can provide valuable insight to Management on key societal and industry trends impacting our business and the insurance industry in general. At the Meeting, the Board of Directors and Management are putting forth a new Director nominee, Thomas Flynn. If elected, Mr. Flynn brings extensive financial services and executive leadership experience, with a demonstrated record in enterprise risk management, financial reporting and audit, and capital and liquidity oversight, amongst others. The Board believes Mr. Flynn's expertise will enhance its oversight of the Company's strategy and risk management.

For more information on the Board nomination and renewal process, please see pages 69 - 74 of this Circular.

Management does not contemplate that any of the proposed nominees will be unable to serve as a Director but, if that should occur for any reason prior to the Meeting, the Board of Directors or Management representatives designated in the proxy form/VIF reserve the right to vote for another nominee at their discretion. All elected Directors of the Company will hold office until the next annual meeting of shareholders of the Company or until their successors are elected or appointed.

Should all 13 nominees profiled below be elected, the gender diversity, geographic mix and average tenure of the Board of Directors for 2026 will be the following:

Gender

Geographic mix

Tenure

See pages 71 - 73 as well as pages 80 - 81 for more information about Director tenure and diversity, respectively.

1 The CEO and Frederick Singer are currently the only Board members with a tenure over 12 years. See page 71 for more information on Mr. Singer's extended tenure.