The Annual and Special Meeting of Shareholders (the "Annual Meeting") of Kingsway Financial Services Inc. (the "Company") was held on May 31, 2012. The Company's shareholders voted on the following three proposals at the Annual Meeting.

Proposal One:

The shareholders voted to re-elect Gregory P. Hannon, Terence M. Kavanagh,
Spencer L. Schneider and Joseph Stilwell as directors. The votes for each were
as follows:

Director             For        Withheld Non-Vote
Gregory P. Hannon    19,111,577 258,444  12,203,848
Terence M. Kavanagh  19,112,177 257,844  12,203,848

Proposal Two:

The Company's shareholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm. The votes were cast as follows:

For Withheld Against
31,491,786 82,035 -

Proposal Three:

The Company's shareholders approved a Special Resolution authorizing the Board to file an amendment to the Company's articles of incorporation, if and when the Board shall deem appropriate to do so, but in any event no later than the close of business on August 1, 2012, to consolidate the total number of issued and outstanding common shares of the Company on the basis of a consolidation ratio to be determined in the sole and absolute discretion of the Board, but not to be less than one (1) post-consolidation share for every two (2) pre-consolidation shares issued and outstanding and not to exceed one (1) post-consolidation share for every five (5) pre-consolidation shares issued and outstanding.

For Withheld Against
31,128,262 110,746 326,612

Proposal Four:

The Company's shareholders approved, on a non-binding advisory basis, the overall compensation of the Company's named executive officers as disclosed in the Company's Management Information Circular and Proxy Statement for the 2012 Annual and Special Meeting of Shareholders (Say-on-Pay Vote). The votes were cast as follows:

For Withheld Against
19,006,547 32,450 331,024

Proposal Five:

The Company's shareholders approved, on a non-binding advisory basis, the frequency of future annual advisory votes on the compensation of the named executive officers of the Company (Say-on-Frequency Vote). The votes were cast as follows:

Annual 2 Years 3 Years Abstain Non-Vote 19,258,410 45,820 19,132 37,672 12,212,835