Intact Financial Corporation Announces Results of Conversion of its Series 3 and Series 4 Preferred Shares

September 16, 2021

TORONTO, Sept. 16, 2021 /CNW/ - Intact Financial Corporation ("IFC") (TSX: IFC) announced today that 58,082 of its 8,405,004 Non-cumulative Rate Reset Class A Shares Series 3 (the "Series 3 Preferred Shares") were tendered for conversion on September 30, 2021, on a one-for-one basis, into Non-cumulative Floating Rate Class A Shares Series 4 of IFC (the "Series 4 Preferred Shares") after having taken into account all elections received before the September 15, 2021, 5:00 p.m. (ET) conversion deadline. Further, 886,758 of its 1,594,996 Series 4 Preferred Shares were tendered for conversion on September 30, 2021, on a one-for-one basis, into Series 3 Preferred Shares after having taken into account all elections received before the September 15, 2021, 5:00 p.m. (ET) conversion deadline. As a result of these conversions, less than 1,000,000 Series 4 Preferred Shares would remain outstanding on September 30, 2021. Therefore, no Series 3 Preferred Shares will be converted into Series 4 Preferred Shares, and all of the remaining outstanding Series 4 Preferred Shares will automatically be converted into Series 3 Preferred Shares on the basis of one Series 3 Preferred Share for each Series 4 Preferred Share, on September 30, 2021. IFC will have 10,000,000 Series 3 Preferred Shares issued and outstanding. The Series 3 Preferred Shares will continue to be listed on the Toronto Stock Exchange ("TSX") under the symbol IFC.PR.C and the additional shares will begin trading on the TSX on September 30, 2021, subject to IFC fulfilling all the listing requirements of the TSX. The Series 4 Preferred Shares will cease trading on the TSX at market open on September 30, 2021 and will be delisted following market close on the same day.

Subject to certain conditions described in IFC's prospectus supplement dated August 11, 2011, IFC may redeem the Series 3 Preferred Shares, in whole or in part, on September 30, 2026 and on September 30 every five years thereafter, in accordance with the terms described in IFC's prospectus supplement dated August 11, 2011.

For more information on the terms of, and risks associated with an investment in, the Series 3 Preferred Shares and the Series 4 Preferred Shares, please see IFC's prospectus supplement dated August 11, 2011 which is available on www.sedar.com.

Neither the Series 3 Preferred Shares nor the Series 4 Preferred Shares have been or will be registered in the United States under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act), except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation to buy securities in the United States and any public offering of the securities in the United States must be made by means of a prospectus.

About Intact Financial Corporation

Intact Financial Corporation (TSX: IFC) is the largest provider of property and casualty (P&C) insurance in Canada, a leading provider of global specialty insurance, and, with RSA, a leader in the U.K. and Ireland. Our business has grown organically and through acquisitions to over $20 billion of total annual premiums.

In Canada, Intact distributes insurance under the Intact Insurance brand through a wide network of brokers, including its wholly-owned subsidiary BrokerLink, and directly to consumers through belairdirect. Intact also provides affinity insurance solutions through the Johnson Affinity Groups.

In the U.S., Intact Insurance Specialty Solutions provides a range of specialty insurance products and services through independent agencies, regional and national brokers, and wholesalers and managing general agencies.

Outside of North America, the Company provides personal, commercial and specialty insurance solutions across the U.K., Ireland, Europe and the Middle East through the RSA brands.

Forward Looking Statements

Certain statements made in this news release are 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. These statements include, without limitation, statements relating to future conversions, redemptions, delisting, quantum and payment of dividends with respect to the Series 3 Preferred Shares and the Series 4 Preferred Shares. All such forward-looking statements are made pursuant to the 'safe harbour' provisions of applicable Canadian securities laws. Unless otherwise indicated, all forward-looking statements in this press release are made as of September 16, 2021 and are subject to change after that date.

Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements as a result of various factors, including those discussed in IFC's most recently filed Annual Information Form dated March 31, 2021 and those made in our Q2-2021 Management's Discussion and Analysis (including in its "Risk Management" in sections 19-20), our 2020 Annual Management's Discussion and Analysis (sections 28-33), in Notes 10 and 13 of our Consolidated Financial Statements for the year ended December 31, 2020 and the additional risk factors of the Company related to the proposed RSA acquisition as described at pages 24-28 of the Company's Presentation entitled "Building a Leading P&C Insurer - Acquisition of RSA's Canada and UK&I operations," dated November 18, 2020 and the risk factors included in the Company's Business Acquisition Report dated June 16, 2021 and available on SEDAR at www.sedar.com. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Please read the cautionary note of IFC's Q2-2021 Management's Discussion and Analysis.

SOURCE Intact Financial Corporation