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Intact Financial Corporation Proxy Solicitation & Information Statement 2023

Apr 1, 2023

45522_rns_2023-03-31_dbd7026a-9e45-47a6-87e9-c48f0fa91df2.pdf

Proxy Solicitation & Information Statement

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual and Special Meeting to be held on May 11, 2023

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form of proxy. If you are voting on behalf of a corporation or another individual you must sign this form of proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this form of proxy.

  3. This form of proxy should be signed in the exact manner as the name(s) appear(s) on the form of proxy.

  4. If this form of proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the shareholder.

5. The securities represented by this form of proxy will be voted as directed by the shareholder, however, if such a direction is not made in respect of any matter, this form of proxy will be voted “FOR” items 1, 2, 3 and 4.

  1. This form of proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Annual and Special Meeting of Shareholders or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  2. This form of proxy should be read in conjunction with the Notice of Annual and Special Meeting of Shareholders and Management Proxy Circular provided by Management.

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Proxies submitted must be received by 1:00 p.m., Eastern Time, on May 9, 2023.

VOTE USING THE TELEPHONE OR INTERNET, 24 HOURS A DAY, 7 DAYS A WEEK!

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To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

  • 1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

  • Go to the following web site: www.investorvote.com

  • Smartphone?

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To Virtually Attend the Meeting

  • You can attend the meeting virtually by visiting the URL provided on the back of this document.

  • Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this form of proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this form of proxy. Instead of mailing this form of proxy, you may choose one of the other voting methods outlined above to vote.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01WFZA

Appointment of Proxyholder

The undersigned shareholder of Intact Financial Corporation Print the name of the person you are (the “Company”) hereby appoints William L. Young , Chairman OR appointing if this person is someone other of the Board of Directors, or failing him, Charles Brindamour , than the Chairman of the Board of Directors or Chief Executive Officer, the Chief Executive Officer of the Company. Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/intactfinancial and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the VIRTUAL ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 11, 2023 AT 1:00 p.m. (Eastern Time) at https://web.lumiagm.com/497222487 (the “Meeting”) and at any adjournment or postponement thereof.

Management recommends that shareholders VOTE FOR items 1, 2, 3 and 4 below:

1. Election of Directors

1. Election of Directors
For Against For Against For Against
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01. Charles Brindamour 02. Emmanuel Clarke 03. Janet De Silva
04. Michael Katchen 05. Stephani Kingsmill 06. Jane E. Kinney
07. Robert G. Leary 08. Sylvie Paquette 09. Stuart J. Russell
10. Indira V. Samarasekera 11. Frederick Singer 12. Carolyn A. Wilkins
13. William L. Young
For Withhold
2. Appointment of Auditor
Appointment of Ernst & Young LLP as auditor of the Company.
For Against
3. Amended and Restated Shareholder Rights Plan
Resolution to reconfrm, ratify and reapprove the Amended and Restated Shareholder Rights Plan of Intact Financial Corporation.
For Against
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4. Advisory Resolution to Accept the Approach to Executive Compensation

Signature of Proxyholder

Signature(s) Date

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this form of proxy will be voted as recommended by Management.

MM / DD / YY

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if would like to receive Interim Financial Statements and you would NOT like to receive the Annual Financial accompanying Management’s Discussion and Analysis Statements and accompanying Management’s Discussion by mail. and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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