IA Financial Corp Inc

**Oversight of climate change by the Board of Directors and its committees**

iA Financial Group's Board of Directors is supported in the performance of its duties by the
Risk, Governance and Ethics Committee ("RGEC"), notably in the oversight of sustainability,
including climate change considerations, and the monitoring of climate risk management.
In addition to receiving quarterly reports from the Senior Vice-President, Investor Relations,
Capital Management, Sustainability and Public Affairs, the RGEC also receives regular updates
from her on the Corporation's climate strategy.

The RGEC is therefore responsible for reviewing these reports and reporting to the Board.
It also makes certain recommendations for approval by the Board of Directors, as appropriate.
The RGEC also approves the Corporation's major strategic orientations with regard to
sustainability. Accordingly, in 2023, the RGEC received a presentation on new greenhouse
gas ("GHG") reduction targets and approved them.

In parallel with this initiative with the RGEC, the Investment Committee ("IC"), in its role of
overseeing investments and ensuring that ESG factors are taken into account in investment
decisions, also received, for information, a presentation on the new GHG targets to be
achieved. It should also be noted that in this same oversight role, the IC was briefed on
amendments to Industrial Alliance Investment Management Inc.'s Sustainable Investment
_Policy and received two other ESG-related presentations during the year._

In 2023, in addition to the Sustainability Policy, which underwent a thorough revision,
a new Climate Risk Management Corporate Policy was adopted by the Board of Directors
of iA Financial Group, on the recommendation of the RGEC. This policy is part of iA Financial
Group's sustainability reference framework, which notably includes ESG factors, since sound
risk management is an integral part of corporate governance. The policy takes into account
the size, nature and complexity of the Corporation's activities, as well as the specific nature
of climate risks, the impacts of which can be felt over short-, medium- and long-term horizons.

In order to maintain a high level of awareness of climate-related issues, in 2023, directors
received training on the evolving regulatory framework for sustainability and climate-related
changes. Going forward, we plan to hold annual training sessions for directors on sustainability,
including any elements relevant to climate change, where necessary. In addition, climate
change priorities are reviewed at least once a year by management and the Board of Directors,
as the latter approves this report in particular.

Finally, iA Financial Group's Board of Directors also approved iA Financial Group's ambition,
current situation, sustainability priorities and initiatives to come.

**Management's responsibility for climate change**

iA Financial Group has established an internal structure to ensure the integration of climaterelated risks and opportunities into our strategy, decision-making and business processes,
and to ensure accountability for our response to climate change.

The RGEC is supported in its sustainability oversight responsibility, which also includes climate
change impacts, by executive officers, including our President and CEO, Chief Risk Officer,
Chief Investment Officer, Chief Financial Officer and Senior Vice-President, Investor Relations,
Capital Management, Sustainability and Public Affairs.

In addition to the support of executive officers, the Corporation integrates climate change
into the mandate of the Sustainability Steering Committee. Together, these individuals
and this committee are responsible for climate change impacts at iA Financial Group, including
the assessment and management of climate-related risks and opportunities on an annual
basis. The program established to help fight climate change is approved and monitored by
this committee, including the various GHG reduction targets.

The Investor Relations and Sustainability Department, led by the Senior Vice-President,
Investor Relations, Capital Management, Sustainability and Public Affairs and supported
by the Director, Sustainability (the "Department"), is responsible for sustainability, of which
one of its primary priorities is climate change. In collaboration with the Risk Management and
Compliance Group ("RMCG"), and iAGAM's sustainable investment team, the Department's
work includes identifying, assessing and managing climate-related risks and opportunities,
as well as improving climate change disclosure, in line with the recommendations of the TCFD.

Relations with government bodies Active and constructive dialogue with the government, the public and other economic agents in the community has a considerable impact on the sustainable and responsible development of industry practices. Whether we take part directly or through the CLHIA or any other industry association, we feel that it is important to contribute to the public debate so we can represent not only our own concerns, but also those of our clients. iA Financial Group is subject to a high degree of regulation, which affects most of our operations. Our clients, employees and shareholders are directly affected by our relationships with regulatory and government authorities. We are primarily subject to regulation by Quebec's AMF and most of our government relations activities take place in Quebec, where we are registered in the Lobbyists Registry. Our communications with government bodies are open, transparent and comply with applicable laws and regulations. To ensure that these discussions take place in accordance with the laws and our company values, our Code of Business Conduct sets out certain obligations in this regard. Dealings with public service employees Any lobbying activity must first be authorized by the Legal Services. Employees who engage in any such activity must do so in accordance with the various applicable laws. Contributions to political parties iA Financial Group's guideline is not to make financial contributions to political parties or election candidates at any level of government, whether in Canada or the United States.

#### 10. GOVERNANCE, ROLES & RESPONSIBILITIES

**Industrial Alliance Investment Management Inc.**

The Board of Directors of Industrial Alliance Investment Management Inc. is responsible for approving this Policy following the approval of iA Financial Corporation's CEO.

Both Industrial Alliance Investment Management Inc. and iA Global Asset Management Inc. are responsible to monitor and report regularly and directly to their respective Clients, including to the Investment Committee of iA Financial Corporation.

**Chief Investment Officer**

The Chief Investment Officer is responsible for communicating the Policy to all iAGAM employees, operationalizing this Policy, and ensuring that its Clients, including iA Financial Corporation, receives the required reporting on the sustainable investment program.

All iAGAM portfolio managers and analysts and other stakeholders deemed relevant are expected to adhere to the guiding principles in this Policy in all investment decisions. To this end, iAGAM intends to contribute to the training of investment staff on sustainable investment.

**Responsible Investment Committee**

The Responsible Investment Committee is a standing committee and is responsible for ensuring that iAGAM meets sustainable investment objectives by planning, implementing, monitoring and coordinating ESG initiatives, both internally and externally. The Responsible Investment Committee, which includes one member representing each asset class, reports directly to the management executive members of Industrial Alliance Investment Management Inc. The Responsible Investment Committee will also report to iA Financial Corporation's CEO on relevant sustainable investment matters on an ongoing basis, and on compliance to this Policy at least annually.

The management executive members of Industrial Alliance Investment Management Inc. ensure coordination of iAGAM's activities with iA Financial Corporation's Sustainability Steering Committee.

Relations with government bodies An open and constructive dialogue with the government, the public and other economic agents in the community allows us to actively contribute to the development of industry practices that are fair, sustainable and responsible. Whether we take part directly or through the Canadian Life and Health Insurance Association (CLHIA) or any other industry association, we feel that it is important to contribute to the public debate so we can represent not only our own concerns, but also those of our clients. iA Financial Group is subject to a high degree of regulation, which affects most of our operations. Our clients, employees and shareholders are directly affected by our relationships with regulatory and government authorities. We are primarily subject to regulation by Quebec's AMF and most of our government relations activities take place in Quebec, where we are registered in the Lobbyists Registry. Our communications with government bodies are open, transparent, guided by our values and comply with applicable laws and regulations. Our Code of Business Conduct sets out certain obligations in this regard. Dealings with public service employees Any lobbying activity must first be authorized by Legal Services. Employees who engage in any such activity must do so in accordance with the various applicable laws. Contributions to political parties iA Financial Group's guideline is not to make financial contributions to political parties or election candidates at any level of government, whether in Canada or the United States.

#### 1. Governance

iA Financial Group's Sustainability Policy provides a framework for our practices and governance with regard to sustainability, including climate change. More specifically, it specifies the roles and responsibilities of the various internal entities within our organization. In addition, the Climate Risk Management Corporate Policy sets out the principles underpinning climate risk management at iA Financial Group.

**1.1. Roles and responsibilities of the Board of Directors**

iA Financial Group's Board of Directors is supported in the performance of its duties by the Risk, Governance and Ethics Committee ("RGEC"), notably in the oversight of sustainability, including climate change considerations, and the oversight of climate risk management. In addition to receiving quarterly reports from the Vice-Presidency, Investor Relations, Sustainability and Public Affairs, the RGEC receives an update on the Corporation's climate strategy from the latter. It also receives quarterly reports on risks and their evolution and management, including climate risks.

The RGEC is therefore responsible for reviewing these reports and reporting to the Board of Directors. It also makes certain recommendations for approval by the Board of Directors, as appropriate. The RGEC also approves the Corporation's major strategic orientations with regard to sustainability.

The Investment Committee is responsible for overseeing investments and ensuring that ESG factors are taken into account in investment decisions.

The Climate Risk Management Corporate Policy is part of iA Financial Group's sustainability reference framework, which notably includes climate risks, since sound risk management is an integral part of corporate governance. The policy takes into account the size, nature and complexity of the Corporation's activities, as well as the specific nature of climate risks, the impacts of which can be felt over short-, medium- and long-term horizons.

In order to maintain a high level of awareness of climate-related issues, in 2024, directors completed a training course entitled "Climate disclosures update" covering, among other things, climate reporting and the role of directors in overseeing climate risks and opportunities. In addition, climate change priorities are reviewed at least once a year by management and the respective Boards of Directors of iA Financial Corporation and its Reporting Subsidiaries, as they approve this report in particular.

In accordance with the Guideline, iA Financial Group will see to the review of its compensation programs for executives and other key positions in order to integrate climate risk management into its total compensation strategy.

**1.2. Management's roles and responsibilities**

iA Financial Group has established an internal structure to integrate climate-related risks and opportunities into its strategy, decision-making and business processes, and fight climate change.

1.2.1. Role of decision-making entities

The Sustainability Executive Committee is the central forum for overseeing the integration of sustainability within the group. This Committee, which meets every quarter, comprises members of senior management and reports to the RGEC on a quarterly basis as well. The Sustainability Executive Committee is responsible for overseeing the development of the process for identifying climate change opportunities, its implementation and, ultimately, established performance indicators. It will also be responsible for reporting to the RGEC on the progress of the work and the indicators (when established) at a set frequency.

This same committee is supported by the Sustainability Steering Committee, which is responsible for establishing iA Financial Group's sustainability strategy, objectives and targets. It also monitors their progress, particularly with regard to the climate transition and the reduction of GHG emissions. The Sustainability Steering Committee is made up of key Corporation representatives, who meet at least quarterly.

The governance of integrated risk management revolves around the Executive Risk Management Committee, made up of members of the Corporation's Executive Committee and which meets five times a year. Its responsibilities include overseeing iA Financial Group's integrated risk management, taking a holistic view of risk, monitoring key risk indicators and reporting to the RGEC. In addition, in collaboration with Group Risk Management and Compliance ("GRMC") and representatives of the Reporting Subsidiaries, this committee is involved in defining risk appetite and tolerance, including climate risks.

Furthermore, several members of the Sustainability and Risk Management Executive Committees sit on both committees, ensuring efficient coordination between the various initiatives within the organization, as well as greater collaboration among members.

The management of iAAH's physical risks linked to climate change (which can be likened to insurance risk management), is overseen by the insurance governance function of these entities. As such, the iAAH's Executive Committee is ultimately responsible for insurance risk management, and is supported by iAAH's Risk Management Committee, itself supported by various operational working groups with a focus on pricing, underwriting, reinsurance and claims practices. The risk appetite and tolerance specific to its business are analyzed and recommended by iAAH's Risk Management Committee and its Executive Committee.

**1.2.2. Role of the Sustainability team**

The Sustainability team (the "Team"), under the Vice-Presidency, Investor Relations, Sustainability and Public Affairs, is responsible for sustainability, of which one of its primary priorities is climate change. In collaboration with the GRMC, representatives of the Reporting Subsidiaries and iAGAM's Sustainability teamwork, the Team works on identifying, assessing and managing climate-related risks and opportunities, as well as improving climate change disclosure.

**1.2.3. Role of the employees**

The Sustainability Policy prioritizes three action levers: 1) physical, mental and financial health 2) education and learning and 3) a sustainable future. The Corporation aims to contribute to the fight against climate change by tracking its environmental performance, reducing its carbon footprint and integrating climate risks into its operations. These initiatives cannot be achieved without everyone playing their part. Consequently, iA Financial Group wishes to motivate and sensitize its employees to act accordingly. The Code of Business Conduct therefore encourages employees to be aware of the Corporation's commitments when it comes to fighting climate change, and to act in accordance with these ambitions. In 2024, training and awareness-raising activities, in which employees could participate on a voluntary basis, were developed to more effectively integrate climate change into the Corporation's operations and make a positive impact on the environment. More specifically, the use of sustainable mobility and good food practices to reduce GHG emission were encouraged, thereby supporting healthy lifestyle habits.

**1.2.4. Risk Management Framework**

As part of the risk management process, iA Financial Group has created and implemented a risk management approach based on the "three lines of defence" model. The governance of risk management is detailed in the Integrated Risk Management Corporate Policy, with which the Climate Risk Management Corporate Policy is aligned. This approach divides responsibilities between those who take and control risks, those who monitor them and those who provide an independent assessment of the overall process.

The first line of defence is composed of the risk owners. It is responsible for establishing and executing the business strategies in keeping with the Corporation's defined risk appetite and tolerance and ensuring a long-term balance between risk and return. It is also responsible for implementing the appropriate controls and corrective measures based on the risks it is taking and managing on a daily basis, and for applying the principles, frameworks, policies, guidelines, standards, tools and methodologies developed by the second line of defence.

The second line of defence is responsible for objectively and impartially monitoring and critically analyzing the risks and controls implemented by the first line of defence. It is also responsible for developing and maintaining the principles, frameworks, policies, guidelines, standards, tools and methodologies needed to identify, assess, incorporate, track and monitor the current and emerging risks, and to report thereon. This independent and objective risk management function, under the GRMC, is the responsibility of the Executive Vice‑President and Chief Risk Officer ("CRO"). The compliance function is the responsibility of the Vice‑President and Chief Compliance Officer ("CCO") and reports to the CRO. The GRMC supports the CRO and the CCO in the implementation and monitoring of the risk management framework, policies and programs in all of iA Financial Group's sectors. Certain business units perform certain second line of defence activities in their role of surveillance, quality assurance and compliance with corporate policies.

The first and second lines of defence work together to ensure sound and prudent risk management to protect the Corporation's reputation and long-term viability. They are also responsible for reporting regularly to senior management and the Board of Directors on the Corporation's key risks and the steps being taken to manage them.

The third line of defence, the Internal Audit, provides objective and independent assurance and risk-based advice to senior management and to the Board of Directors regarding the effectiveness and adequacy of the governance, risk management framework and internal control processes.

#### 2. RESPONSIBILITY AND ACCOUNTABILITY

The Board of Directors of iAIM (the \"Board\") is responsible for approving and amending the Policy and overseeing the Proxy Voting Program (the \"Program\").

The Senior Vice-President, Fund Management and Oversight is responsible for implementing and monitoring the Program, review the Policy and make recommendations regarding the modification of the Policy to the Board on an annual basis. The Senior Vice-President, Fund Management and Oversight is also responsible for communicating the Policy to all iAIM employees, operationalizing this Policy.

The Board has delegated responsibility of controlling and testing the Program to the Compliance Department of iAIM.

#### 3. PROXY VOTING ADVISOR

**Selection of External Proxy Voting Advisor**
iAIM has selected Institutional Shareholder Services Inc. (\"External Proxy Voting Advisor\") to assist in the analysis and proxy voting process for all matters affecting iAIM's portfolio securities, with an engagement to incorporate high governance standards that consider and incorporate ESG related issues, consistent with iAIM's investment stewardship initiatives.

The External Proxy Voting Advisor reviews and analyzes matters put forward for consideration at shareholders meetings, makes recommendations and votes accordingly.

iAIM works closely with the external Proxy Voting Advisor to monitor the vote records to ensure compliance with the Policy. Proxies are voted in accordance with the voting guidelines contained in the External Proxy Voting Advisor Proxy Guidelines to which iAIM receives copy and adheres.

In those situations where issues fall outside the guidelines, the Proxy Voting Advisor refers to iAIM for direction on how the votes should be exercised. Moreover, depending on each circumstance, iAIM has the option to vote differently from the proposed recommendations. In these circumstances, iAIM will document the underlying reasons for not voting in accordance with the voting guidelines.

**Oversight**
iAIM refers to the principles and requirements set forth in the iA Financial Group Outsourcing Policy, which describes the due diligence process to which the External Proxy Voting Advisor contract is subject.

**Reporting**
On a quarterly basis or upon request, the External Proxy Voting Advisory will transmit to the Senior Vice-President, Fund Management and Oversight a report on the votes cast on behalf of iAIM.

The Senior Vice-President, Fund Management and Oversight is responsible for reviewing these reports and must escalate issues that are falling outside the Policy to the Chief Compliance Officer of iAIM.

#### 6. REPORTING

**To Board of Directors of iAIM**
The Senior Vice-President, Fund Management and Oversight will transmit an annual report to the Board (or more often, if requested by the Board). This report must include, at least:

- A summary of the votes outside the Policy, if any;

- A summary of all breaches to the Policy, if any;

- A summary of the potential conflicts of interest escalated to the Chief Compliance Officer and the proxy voting decision taken following the escalation, if any.