Advance Notice By-law

By-law No.2

A By-law relating to Advance Notice of Nominations of Directors of the Corporation

1. ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS

(a) Subject to the laws governing the Corporation and the articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders, if one of the purposes for which the special meeting was called was the election of directors. Such nominations may be made in the following manner:

by or at the direction of the board, including pursuant to a notice of meeting;
by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the Act, or a requisition of the shareholders made in accordance with the Act; or
by any person (a “Nominating Shareholder”)

who, at the close of business on the date of the giving of the notice provided for below in this By-law No.2 of the Corporation (the “By-law”) and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneﬁcially owns shares that are entitled to be voted at such meeting and provides evidence of such beneﬁcial ownership to the Corporation; and
who complies with the notice procedures set forth below in this By-law.

(b) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation at the principal executive ofﬁces of the Corporation in accordance with this By-law.

in the case of an annual meeting (including and annual and special meeting) of shareholders, not less than 30 days before the date of the meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the ﬁrst public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be given not later than the close of business on the 10th day following the Notice Date;
in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the ﬁrst public announcement of the date of the special meeting of shareholders was made.

(d) To be in proper written form, a Nominating Shareholder’s notice to the Secretary of the Corporation must set forth:

as to each person whom the Nominating Shareholder proposes to nominate for election as a director (the “Proposed Nominee”):
(A) the name, age, province or state and country of residence of the Proposed Nominee;
(B) the principal occupation, business or employment of the Proposed Nominee, both at present and within the ﬁve years preceding the notice;
(C) the number of securities of each class of voting securities of the Corporation or its subsidiaries which are beneﬁcially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
(D) a description of any agreement, arrangement or understanding (ﬁnancial, compensation or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any afﬁliates or associates of, or any person acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s election as director;
(E) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its afﬁliates or any other third party which may give rise to a real or perceived conﬂict of interest between the interests of the Corporation or any of the Corporation’s Affiliates and the interests of the Proposed Nominee;
(F) whether the Proposed Nominee is a “resident Canadian” within the meaning of the Act; and
(G) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.
as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has any rights or obligations relating to the voting of any securities of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and
a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the board and to serve as a director of the Corporation, if elected.

The Corporation may require that any Proposed Nominee furnish such other information as may reasonably be required by the Corporation to comply with requirements of the Office of the Superintendent of Financial Institutions (Canada) relating to assessing the suitability of directors and potential changes to the board, determine the eligibility of such Proposed Nominee to serve as an independent director of the Corporation, or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such Proposed Nominee.

(e) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this By-law; provided, however, that nothing in this By-law shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chair of the meeting of shareholders shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this By-law and, if any proposed nomination is not in compliance with this By-law, to declare that such defective nomination shall be disregarded.

(f) For purposes of this By-law:

‘‘Act’’ means the Canada Business Corporations Act, or any statute that may be substituted therefor, as from time to time amended;
‘‘Affiliate’’, when used to indicate a relationship with a specific person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person;
“Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada; and
“public announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly ﬁled by the Corporation under its proﬁle on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

Terms defined in By-law No.1 of the Corporation and used herein, unless otherwise defined herein or the context otherwise requires, shall have the same meaning herein as in By-law No.1 of the Corporation.

(g) Notwithstanding any other provision of this By-law, notice given to the Secretary of the Corporation pursuant to this By-law may only be given by personal delivery, facsimile transmission (at such contact information as set out on the Corporation’s issuer proﬁle on the System for Electronic Document Analysis and Retrieval at www.sedar.com) or electronic mail (to corporate.secretary@intact.net), and shall be deemed to have been given and made only at the time it is served by personal delivery or email (at the aforesaid address) or sent by facsimile transmission (provided that receipt of conﬁrmation of such transmission has been received) to the Secretary of the Corporation at the address of the principal executive ofﬁces of the Corporation; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Eastern Time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

(h) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this By-law.

2. EFFECTIVE DATE

This By-law shall come into force when confirmed by the Shareholders of the Corporation.

ADOPTED by the Board on February 7, 2017

AMENDED by the Board on April 19, 2017

CONFIRMED by the shareholders on May 3, 2017