Notice of annual meeting of

 common shareholders

 You are invited to attend our 2025 annual meeting

 of common shareholders

  When

   May 8, 2025

   11 a.m. (Eastern time)

  Where

   Manulife Head Office

   200 Bloor Street East

   Toronto, Canada

  How to attend

   Our 2025 annual

   meeting will be held    

   in person at the address

   above and by live

   webcast online at

https://meetings.
lumiconnect.com/
400-562-297-505

   Please read the voting

   section starting on

   page 7 for detailed

   information about how to

   attend the meeting, vote

   and ask questions. More

   information and updates

   on how to attend the

   meeting will be made

   available on our website

(www.manulife.com/
annualmeeting)

Four items of business

• Receiving the consolidated financial statements and auditors’ reports for the year ended December 31, 2024

• Electing directors

• Appointing the auditors

• Having a say on executive pay

Other matters that are properly brought before the meeting will be considered, but we are not aware of any at this time. The annual meeting for The Manufacturers Life Insurance Company will be held at the same time and will also be held in person and by live webcast.

You need to register as a shareholder or proxyholder to vote or ask questions.

By order of the board of directors,

Antonella Deo

Corporate Secretary

March 12, 2025

 Notice of annual meeting of

 common shareholders

 You are invited to attend our 2025 annual meeting

 of common shareholders

  When

   May 8, 2025

   11 a.m. (Eastern time)

  Where

   Manulife Head Office

   200 Bloor Street East

   Toronto, Canada

  How to attend

   Our 2025 annual

   meeting will be held    

   in person at the address

   above and by live

   webcast online at

https://meetings.
lumiconnect.com/
400-562-297-505

   Please read the voting

   section starting on

   page 7 for detailed

   information about how to

   attend the meeting, vote

   and ask questions. More

   information and updates

   on how to attend the

   meeting will be made

   available on our website

(www.manulife.com/
annualmeeting)

Four items of business

• Receiving the consolidated financial statements and auditors’ reports for the year ended December 31, 2024

• Electing directors

• Appointing the auditors

• Having a say on executive pay

Other matters that are properly brought before the meeting will be considered, but we are not aware of any at this time. The annual meeting for The Manufacturers Life Insurance Company will be held at the same time and will also be held in person and by live webcast.

You need to register as a shareholder or proxyholder to vote or ask questions.

By order of the board of directors,

Antonella Deo

Corporate Secretary

March 12, 2025

Don Lindsay

Chair of the Board

we, us, our, company and Manulife mean Manulife Financial Corporation

you, your and shareholder refer to holders of Manulife common shares

circular means the Manulife management information circular

meeting means our annual meeting of common shareholders on May 8, 2025

common shares or shares means common shares of Manulife Financial Corporation

Manufacturers Life means The Manufacturers Life Insurance Company

Sign up for e-delivery

We want to provide you with information the way you want to receive it. You can choose to receive
your shareholder materials online instead of in the mail.

Non-registered (beneficial) shareholders

Visit proxyvote.com and enter the control number from your voting instruction form. Select “Delivery
Settings” and opt for email.

Registered shareholders and non-registered ownership statement holders

Visit tsxtrust.com/MFCdigital and follow the instructions.

Questions?

Call our transfer agent in your region if you have any questions about the meeting. Registered holders can also call our transfer agent to get information about options for managing your share account.

 Where to find it

Who can vote

7

How to vote

8

What the meeting will cover

13

If you held Manulife common shares as of 5 p.m. (Eastern time) on March 12, 2025 (the record date), you are entitled to receive notice of, and vote at, our 2025 annual meeting. We had 1,722,408,874 common shares outstanding as of this date and each share carries one vote.

About quorum

Before the meeting can go ahead, at least two shareholders have to be present at the meeting, in person or by proxy.

the Government of Canada or any of its political subdivisions or agencies

the government of a province or any of its political subdivisions or agencies

the government of a foreign country or any foreign government’s political subdivisions or agencies

any person who has acquired more than 10% of any class of shares of Manulife.

In person

The meeting will take place on May 8, 2025 at 11:00 a.m. (Eastern time). It will be held at our head office in Toronto at 200 Bloor Street East. Please register with our transfer agent when you arrive.

Online as a shareholder

1.  Log in: https://meetings.lumiconnect.com/
400-562-297-505

    The link will be accessible one hour before the meeting start time to allow you to test your connection

2.  Click “I have a login”

3.  Enter your control number as your username (see pages 8 to 12 for more information)

4.  Enter your password: “manulife2025” (case sensitive)

Online as a guest

1.  Log in: https://meetings.lumiconnect.com/400-562-297-505

2.  Click “I am a guest” and then complete the required fields. Although guests can attend the meeting, they cannot vote or ask questions.

Shareholders and their duly appointed proxyholders will be able to ask questions and vote during the meeting. For more information about how to vote during the meeting and ask questions, please see pages 8 to 11. Additional instructions will be provided at the meeting, as necessary.

Questions should be of interest to all shareholders, not personal in nature. If your question relates to a personal matter, we will contact you after the meeting to follow up on your question. If we cannot answer a question during the meeting because of timing or technical limitations, we will follow up with you as soon as practicable after the meeting.

More information and updates on how to attend the meeting will be available on our website (www.manulife.com/annualmeeting)

See page 12 for important details about voting by proxy.

Registered shareholders and non-registered ownership statement holders

(your package includes a proxy form)

You are a registered shareholder if you have a share certificate in your name or your shares are recorded electronically in the Direct Registration System (DRS) maintained by our transfer agent.

You are an ownership statement holder if you hold a share ownership statement that was issued when Manufacturers Life demutualized.

Vote by proxy

You or your authorized representative must complete the proxy form.

If you are a corporation or other legal entity, your authorized representative must complete the form.

On the internet – Go to the website indicated on your proxy form. You will need the personal identification/control number on the form.

By phone (Canada and U.S. only) – Call the toll-free number on the proxy form and follow the instructions. You will need the personal identification/control number on the form.

By mail – Complete your proxy form and return it in the envelope provided.

On your smartphone – Use the QR code found on your proxy form.

Your proxy must be received by 5 p.m. (Eastern time) on May 6, 2025 for your vote to be counted. If you are mailing your proxy form, be sure to allow enough time for the envelope to be delivered. The deadline for the deposit of proxies can be waived by the Chair of the Board at his discretion, without notice.

If the meeting is adjourned, your proxy must be received by 5 p.m. (Eastern time) two business days before the meeting is reconvened.

Vote in person at the meeting

You will need to bring photo identification with you to the meeting.

Check in with our transfer agent when you arrive at the meeting.

Do not complete the proxy form before the meeting because you will vote in person at the meeting.

Vote online during the meeting

You will find your control number on the proxy form included with your meeting materials.

You will need your control number to be able to vote or ask questions at the meeting.

On the day of the meeting:

1.  Log in https://meetings.lumiconnect.com/400-562-297-505 The link will be accessible one hour before the meeting start time to allow you to test your connection

2.  Click “I have a login”

3.  Enter your control number (on the proxy form included with the meeting materials) as your username

4.  Enter your password: “manulife2025” (case sensitive)

5.  Follow the instructions to cast your vote.

If you have already voted by proxy, your vote at the meeting, if properly cast, will automatically revoke your previous vote.

Changing your vote

You can revoke your proxy form if you change your mind about how you want to vote your shares.

Sending new voting instructions with a later date will revoke the instructions you previously submitted.

You can send a new proxy on the internet, by phone or by mail, by following the instructions above. Or send a notice in writing, signed by you or your authorized representative to: Corporate Secretary, Manulife Financial Corporation, 200 Bloor Street East, Toronto, Canada M4W 1E5.

Your new proxy must be received by 5 p.m. (Eastern time) on May 6, 2025 for your vote to be counted. If you are mailing your new proxy form, be sure to allow enough time for the envelope to be delivered.

If the meeting is adjourned, your proxy must be received by 5 p.m. (Eastern time) two business days before the meeting is reconvened.

If you miss the deadline, you can only revoke your proxy by giving a notice in writing to the Chair of the Board before the meeting begins. The notice must be signed by you or your authorized representative.

See page 12 for important details about voting by
proxy.

Non-registered (beneficial) shareholders

(your package includes a voting instruction form)

You are a non-registered shareholder if you hold your shares through an intermediary (a bank, trust company, securities broker, or other financial institution). This means the shares are registered in your intermediary’s name and you are the beneficial shareholder.

Vote by proxy

You or your authorized representative must complete the voting instruction form. If you are a corporation or other legal entity, your authorized representative must complete the form.

On the internet – Go to the website indicated on your voting instruction form and follow the instructions on screen.

By phone (Canada and U.S. only) – Call the toll-free number on your voting instruction form and follow the instructions.

By mail – Complete your voting instruction form and return it in the envelope provided.

On your smartphone – Use the QR code found on your voting instruction form.

Your intermediary must receive your voting instructions with enough time to act on your instructions. Check the form for the deadline for submitting your voting instructions. If you are mailing your voting instruction form, be sure to allow enough time for the envelope to be delivered. The deadline for the deposit of proxies can be waived by the Chair of the Board at his discretion, without notice.

Vote in person at the meeting

You must appoint yourself (or another person) as proxyholder.

Then you or the person you appoint need to bring photo identification with you to the meeting.

First, appoint yourself as proxyholder by printing your name in the space provided on the voting instruction form. You can also appoint someone else to be your proxyholder (see page 12 for more information). You can do this in one of two ways:

• sign and return the form in the envelope provided but do not fill in your voting instructions because you will vote during the meeting (check the form for the deadline for submitting it, and make sure you allow enough time for the envelope to be delivered), or

• go to the website indicated on the voting instruction form and follow the instructions.

Then, when you arrive at the meeting, check in with our transfer agent.

Non-registered (beneficial) shareholders

(continued)

Vote online during the meeting

You must appoint yourself (or another person) as proxyholder.

Then you or the person you appoint must contact TSX Trust to get a control number.

You need a control number to be able to vote or ask questions at the meeting.

First, appoint yourself as proxyholder by printing your name in the space provided on the voting instruction form. You can also appoint someone else to be your proxyholder (see page 12 for more information). You can do this in one of two ways:

• sign and return the form in the envelope provided but do not fill in your voting instructions because you will vote online during the meeting (check the form for the deadline for submitting it, and make sure you allow enough time for the envelope to be delivered), or

• go to the website indicated on the voting instruction form and follow the instructions.

Then get a control number by contacting TSX Trust by no later than 5 p.m. (Eastern time) on May 6, 2025. You can do this in one of two ways:

• call 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America), or

• go online at www.tsxtrust.com/control-number-request

If you appointed someone else to be your proxyholder, that person must contact TSX Trust to get a control number.

On the day of the meeting:

1.  Log in: https://meetings.lumiconnect.com/400-562-297-505 The link will be accessible one hour before the meeting start time to allow you to test your connection

2.  Click “I have a login”

3.  Enter your control number as your username

4.  Enter your password: “manulife2025” (case sensitive)

5.  Follow the instructions to cast your vote. If you have already voted by proxy, your vote at the meeting, if properly cast, will automatically revoke your previous vote.

Changing your vote

You can revoke your voting instruction form if you change your mind about how you want to vote your shares.

Follow the instructions on your voting instruction form or contact your intermediary for more information.

Your intermediary must receive your voting instructions with enough time to act on your instructions. Check the form for the deadline for submitting your voting instructions. If you are mailing your voting instruction form, be sure to allow enough time for the envelope to be delivered. The deadline for the deposit of proxies may be waived or extended by the Chair of the Board at his discretion, without notice.

More about voting by proxy

Voting by proxy is the easiest way to vote. It means you are giving someone else (your proxyholder) the authority to attend the meeting and vote for you according to your instructions.

Roy Gori, President and Chief Executive Officer or, in his place, Donald R. Lindsay, Chair of the Board (with full power of substitution) have agreed to act as Manulife proxyholders to vote your shares at the meeting according to your instructions. If you do not name a different proxyholder when you complete your form, you are authorizing Mr. Gori or Mr. Lindsay to act as your proxyholder to vote for you at the meeting according to your instructions.

About confidentiality and voting results Our transfer agent independently counts and tabulates the votes to maintain confidentiality. A proxy form or voting instruction form is only referred to us if it’s clear that a shareholder wants to communicate with the board or management, the validity of the form is in question, or the law requires it.

After the meeting the voting results will be posted on manulife.com, on SEDAR+ (sedarplus.ca), and on EDGAR (sec.gov/edgar). Voting results from past meetings are also available.

FOR the election of each of the nominated directors in this circular

FOR the appointment of Ernst & Young LLP as auditors

FOR the advisory vote on our approach to executive compensation

call 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America), or

go online at www.tsxtrust.com/control-number-request.

Questions?

Call the transfer agent in your region if you have any questions or to ask for a new proxy form (see page 6 for details).

Delivery of high-quality audits by Ernst & Young including systems of quality assurance controls, proven audit quality results from inspections, and continuous assessment and improvement of service quality

Ernst & Young’s robust independence safeguards including objectivity and professional skepticism, partner rotations, controls over personal and firm independence, reviewing permissibility and acceptance of services, independence monitoring and remediation, with timely and transparent reporting of potential independence matters to the audit committee

Ernst & Young’s broad talent pool of global life insurance resources who have a strong track record of leadership and experience including deep technical knowledge of the insurance industry, IFRS 17 insurance and actuarial concepts, and widespread presence in Asia with capabilities to support Manulife’s growing strategic priorities in the region

Ernst & Young’s global presence and well-qualified resources across key markets where Manulife operates, with deep bench strength and expertise in the insurance and wealth and asset management sectors, and effective capabilities to share valuable insights and support complex technical consultations

Ernst & Young’s innovative audit approach incorporating advanced tools and technologies that are highly customized to audit Manulife’s business, alignment to Manulife’s evolving business requirements across the globe and application of complex accounting policies

The length of Ernst & Young’s service to Manulife, with potential impact to (perceived) independence while considering the impact of mitigants and enhanced audit quality achieved through extensive life insurance experience, expertise, and specialized skills

Audit committee review

The audit committee conducts a formal review of the external auditors every year, and a more comprehensive review every five years. These reviews are based on guidelines set by the Chartered Professional Accountants of Canada (CPA Canada) and the Canadian Public Accountability Board (CPAB) to assist the audit committee in their oversight duties.

A comprehensive review was conducted in 2024, covering the five-year period ended December 31, 2023. The 2024 review included an evaluation of the engagement partner and team, their independence, objectivity and professional skepticism, and the quality of communication and audit work performed.

About shareholder proposals and proxy access

Shareholder proposals

We must receive shareholder proposals or nominations under our proxy access policy for our 2026 annual meeting by 5 p.m. (Eastern time) on December 12, 2025 to consider including them in next year’s circular. Shareholder proposal submissions must be in writing and meet the requirements of the Insurance Companies Act (Canada). See page 129 for more information about our proxy access policy.

Send your proposal or nomination notice to:
Corporate Secretary

Manulife Financial Corporation

200 Bloor Street East

Toronto, Ontario M4W 1E5

Canada

email: corporate_governance@manulife.com

13

directors is within an appropriate range for healthy debate and effective decision-making

All

nominated directors are independent, except the incoming CEO, and all board committee members are independent

Qualified and

financially literate

All

directors bring a mix of the competencies and experience necessary for effective oversight, and all are financially literate

100%

is the average overall attendance for director nominees who served on the board in 2024

Diversity

*  as defined in the Employment Equity Act (Canada)

6

of the nominated independent directors (50%) are women

2

of the nominated independent directors (17%) have self-identified as members of a visible minority*

3.4

years is the average tenure of the nominated independent directors

The board has a 12-year term limit. The Chair of the Board can serve a term of five years, regardless of the number of years served as a director.

65

is the average age of the nominated independent directors

 Where to find it

Key things about the board

18

2024 board committee reports

33 

Director profiles

20

How we pay our directors

39 

Six of the nominated independent directors (50%) are women.

Two of the nominated independent directors (17%) have self-identified as members of a visible minority as defined in the Employment Equity Act (Canada).

board and committee meetings, regular update calls, meetings with management, and written updates and informal communications

significant interactions with regulators and investors to better understand the evolving operational environment and stakeholder expectations

continued use of board focus groups for taking deep dives on key topics of strategic importance to the company

balanced use of in-person and virtual meeting formats to facilitate in-person interactions while maintaining the flexibility of virtual meetings given the global nature of the board to achieve optimal participation from all directors and to help attract talented directors from across the globe.

led a robust CEO succession and transition process and the Board looks forward to welcoming Phil Witherington as the company’s CEO after the annual meeting

continued our strategic focus on board succession with the appointment of six new directors since February 2024 who bring skills and experience critical to Manulife’s strategic priorities

provided robust oversight over the strategic ambitions of the company and related activities, including the execution of two transformational reinsurance transactions

board members met with investors who collectively own approximately 27% of Manulife’s outstanding institutional shares as part of the shareholder outreach program

oversaw successful release of first set of annual financial statements under IFRS 17 and completed a thorough, competitive, and transparent tendering process for the external audit engagement.

Directors receive a minimum of US$127,500 (approximately 55%) of the annual board retainer in equity, and the director equity ownership requirement is six times the mandatory equity portion of the annual board retainer.

Donald R. Lindsay (Chair)

Vancouver, BC, Canada/Age 66/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Risk management

• Public company executive/Director

• Talent management/Executive compensation

• Environmental/Climate/Social

• Technology/Operations

Mr. Lindsay’s international business experience, including over 17 years as CEO of a public company and nearly two decades of experience in senior executive roles in investment and corporate banking and global financial services, qualify him to serve as the Chair of the Board and a member of the corporate governance and nominating committee. Mr. Lindsay also has extensive environment, social and governance (ESG) experience which will be valuable as Manulife seeks to implement its Impact Agenda and drive sustained social and environmental impact through our business and our interactions with customers, communities and the environments in which we operate.

Mr. Lindsay was previously President and CEO of Teck Resources Limited, Canada’s largest diversified mining, mineral processing and metallurgical company, a position he held since 2005 where he led Teck to achieve top rankings from ESG rating agencies such as S&P Global, MSCI and ISS ESG. His experience also includes almost two decades with CIBC World Markets Inc., where he ultimately served as President after periods as Head of Investment and Corporate Banking and Head of the Asia Pacific Region.

Mr. Lindsay currently serves on the Board of Directors of Alpine Canada, and is an Honorary Governor of the Royal Ontario Museum. He was Chair of the International Council on Mining and Metals, Chair of the Board of Governors for Mining and Metals at the World Economic Forum, and Chair of the Business Council of Canada. He is a recent recipient of the Canadian Business Leader Lifetime Achievement Award from The Canadian Chamber of Commerce, which was presented on June 13, 2024.

Mr. Lindsay earned a Bachelor of Science in Mining Engineering from Queen’s University and holds an MBA from Harvard Business School, and has been the recipient of an Honorary Doctor of Laws from the University of Windsor and Honorary Doctorate of Technology from the British Columbia Institute of Technology.

2024 meeting attendance

Director since
August 2010

Chair of the Board since 2023

Term limit:

2028

2024 votes for: 98.07%

Public company boards

(last five years)

•  BHP Group Limited, 2024-present

•  Teck Resources Limited, 2005-2022

Board committees

• Audit

• Corporate governance and nominating

• Management resources and compensation

• Risk

Nicole S. Arnaboldi

Greenwich, CT, U.S.A./Age 66/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Insurance/Reinsurance/Investment management

• Government relations/Public policy/Regulatory

• Risk management

• Public company executive/Director

• Talent management/Executive compensation

• Environmental/Climate/Social

Ms. Arnaboldi’s extensive experience at a major financial institution, specifically in the asset management field, qualifies her to serve on our board, as a member of the risk committee and as chair of the management resources and compensation committee.

Nicole Arnaboldi is a partner at Oak Hill Capital Management, a private equity firm. She is a former senior executive at Credit Suisse, a global financial services company, and its predecessor Donaldson, Lufkin and Jenrette Securities Corporation, holding a number of senior roles in their wealth and asset management businesses, including Senior Advisor, and prior to that, Vice Chairman, Credit Suisse Asset Management.

Ms. Arnaboldi is a member of the boards of Commonfund and Merit Hill Capital (non-public companies). She also serves on various Harvard University advisory boards, including for HarvardX and Harvard Law School.

Ms. Arnaboldi holds a Bachelor of Arts from Harvard College, and a JD and an MBA from Harvard University.

2024 meeting attendance

Director since

June 2020

Term limit:

2033

2024 votes for: 98.85%

Public company boards (last five years)

•  NextEra Energy, Inc., 2022-present

Board committees

• Management resources and compensation (chair)

• Risk

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Guy L.T. Bainbridge

Edinburgh, Midlothian, United Kingdom/Age 64/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Insurance/Reinsurance/Investment management

• Government relations/Public policy/Regulatory

• Risk management

• Public company executive/Director

Mr. Bainbridge’s extensive financial and audit experience qualifies him to serve on our board, as a member of the corporate governance and nominating committee and as chair of the audit committee.

Guy Bainbridge is a former partner with KPMG LLP. He has acted as the key audit leader of several of the UK and world’s largest financial institutions and served on KPMG’s UK and Europe boards.

Mr. Bainbridge also serves as the audit committee chair of each of Yorkshire Building Society and ICE Clear Europe Limited (non-public companies).

Mr. Bainbridge is a member of the Institute of Chartered Accountants in England and Wales and holds a Master of Arts from the University of Cambridge.

2024 meeting attendance

Director since

August 2019

Term limit:

2032

2024 votes for: 98.24%

Public company boards (last five years)

•  None

Board committees

• Audit (chair)

• Corporate governance and nominating

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Nancy J. Carroll

Toronto, ON, Canada/Age 67/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Insurance/Reinsurance/Investment management

• Government relations/Public policy/Regulatory

• Risk management

• Environmental/Climate/Social

Ms. Carroll’s experience advising boards and companies in the insurance and broader financial services sectors on legal and strategic matters qualifies her to serve on our board and as a member of the audit committee and corporate governance and nominating committee.

Nancy Carroll is a former partner in the Financial Services Group and head of the National Insurance and Reinsurance Group of McCarthy Tétrault LLP, with over 40 years of experience as a leading legal advisor to Canadian and global insurance and reinsurance companies, banks and their boards on complex regulatory, M&A, transactional, compliance, governance and strategic matters.

Ms. Carroll sits on the board of The Princess Margaret Cancer Foundation, is a member of the Law Society of Ontario and was awarded an ICD.D designation from the Institute of Corporate Directors and the Rotman School of Business at the University of Toronto. She holds a JD from the University of Toronto, a Master of Arts in International Political Studies from Queen’s University, and a Bachelor of Arts from Mount Allison University.

2024 meeting attendance

Director since

February 2025

Term limit:

2037

Public company boards (last five years)

•  None

Board committees

• Audit

• Corporate governance and nominating

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Ms. Carroll joined the board on February 28, 2025. Under the director equity ownership requirements, she is expected to meet the equity ownership requirements within six years of joining the board.

Julie E. Dickson

Ottawa, ON, Canada/Age 67/Independent

Key competencies and experience

• Finance/Accounting

• Government relations/Public policy/Regulatory

• Insurance/Reinsurance/Investment management

• Public company executive/Director

• Risk management

Ms. Dickson’s extensive financial, risk and regulatory experience qualifies her to serve on our board and as a member of the audit committee and the corporate governance and nominating committee.

Julie Dickson is a former Superintendent of Financial Institutions, Canada, Canada’s main financial services regulator. She currently serves on the Canadian Public Accountability Board, and the board of the Dubai Financial Services Authority.

Ms. Dickson is an Officer of the Order of Canada and holds a Bachelor of Arts from the University of New Brunswick and a Master of Economics from Queen’s University.

2024 meeting attendance

Director since

August 2019

Term limit:

2032

2024 votes for: 99.47%

Public company boards (last five years)

•  None

Board committees

• Management resources and compensation

• Risk

• Audit

• Corporate governance and nominating

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

J. Michael Durland

Toronto, ON, Canada/Age 60/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Risk management

• Government relations/Public policy/Regulatory

• Talent management/Executive compensation

• Public company executive/Director

• Technology/Operations

Mr. Durland’s strong financial background and extensive international experience at a major financial institution qualifies him to serve on our board and as a member of the audit committee and the corporate governance and nominating committee.

Michael Durland is a former senior executive at The Bank of Nova Scotia, holding a number of senior roles in their capital markets division, including Group Head and CEO, Global Banking and Markets. He is currently the Chief Executive Officer of Melancthon Capital Corporation, a private company primarily focused on the provision of capital and advisory services to emerging Canadian companies. He brings a sophisticated risk taking and risk structuring capability set to the board, along with international business experience.

Mr. Durland is the Chancellor of Saint Mary’s University. He is a member of the board of the True Patriot Love Foundation (not-for-profit organization), as well as the boards of Receptiviti Inc. and LifeRaft Inc., and the former Chair of Truleaf Sustainable Agriculture (non-public companies). He is a Distinguished Fellow at the Munk School of Global Affairs and Public Policy at the University of Toronto and a former a member of the Board of the Dalhousie Medical Research Foundation, the Business Strategy Committee of the Global Risk Institute and the Advisory Boards of the Centre for Social Impact at Queen’s University and the Master of Management Analytics Program at Queen’s University.

Mr. Durland holds a Bachelor of Commerce from Saint Mary’s University and a Ph.D. in Management from Queen’s University.

2024 meeting attendance

Director since

February 2024

Term limit:

2036

2024 votes for: 99.64%

Public company boards (last five years)

•  None

Board committees

• Audit

• Corporate governance and nominating

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Mr. Durland joined the board on March 5, 2024. Under the director equity ownership requirements, he is expected to meet the equity ownership requirements within six years of joining the board.

Donald P. Kanak

Bellevue, WA, U.S.A./Age 72/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Insurance/Reinsurance/Investment management

• Government relations/Public policy/Regulatory

• Risk management

• Public company executive/Director

• Talent management/Executive compensation

• Digital transformation/Sales/Marketing

• Technology/Operations

• Environmental/Climate/Social

Mr. Kanak’s extensive experience at a major insurer and asset manager, specifically in Asian markets, where he lived and worked for over 35 years, qualifies him to serve on our board and as a member of the management resources and compensation committee and the risk committee.

Don Kanak is a former senior executive with deep insurance experience in Asia. Most recently, he held several roles with Prudential Holdings Ltd. (part of Prudential plc). He ultimately served as Chairman, Insurance Growth Markets and Chairman, Prudence Foundation, and, prior to that, Chairman, Eastspring Investments and Chairman of Prudential Corporation Asia. He served in senior executive positions at American International Group (AIG) for over 14 years before joining Prudential Holdings Ltd.

Mr. Kanak has been a Senior Fellow of The Program in International Financial Systems (PIFS) since 2007 and a director since 2017. His research has focused on solutions for achieving climate objectives and for developing capital markets in emerging economies. He currently serves as Chairman of the Board of PreachFor Foundation. Previously, he served as a trustee of the Worldwide Fund for Nature (WWF)-Hong Kong, Chairman and executive board member of the EU-ASEAN Business Council and a member of the board of the Hong Kong Financial Services Development Council (non-public entities).

Mr. Kanak holds a Bachelor of Arts from the University of North Carolina, a JD from Harvard Law School, and a MLitt from Oxford University in management studies.

2024 meeting attendance

Director since

February 2024

Term limit:

2036

2024 votes for: 99.58%

Public company boards (last five years)

•  None

Board committees

• Management resources and compensation

• Risk

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Mr. Kanak joined the board on March 5, 2024. Under the director equity ownership requirements, he is expected to meet the equity ownership requirements within six years of joining the board.

Anna Manning

Toronto, ON, Canada/Age 66/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Insurance/Reinsurance/Investment management

• Government relations/Public policy/Regulatory

• Risk management

• Public company executive/Director

• Talent management/Executive compensation

• Environmental/Climate/Social

• Technology/Operations

Ms. Manning’s experience leading a major health and life reinsurance institution qualifies her to serve on our board and as a member of the management resources and compensation committee and the risk committee.

Anna Manning is the former President and Chief Executive Officer of Reinsurance Group of America, Incorporated (RGA), a global reinsurance company focusing on life and health solutions. Prior to joining RGA, she spent 19 years with the Toronto office of Towers Perrin’s Tillinghast insurance consulting service, providing consulting services to the insurance industry on mergers and acquisitions, value-added performance measurement, product development, and financial reporting.

Ms. Manning is a Fellow of the Society of Actuaries and the Canadian Institute of Actuaries and holds a B.Sc. in Actuarial Science from the University of Toronto.

2024 meeting attendance

Director since

August 2024

Term limit:

2037

Public company boards (last five years)

•  Reinsurance Group of America, Incorporated, 2016-2023

Board committees

• Management resources and compensation

• Risk

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Ms. Manning joined the board on August 7, 2024. Under the director equity ownership requirements, she is expected to meet the equity ownership requirements within six years of joining the board.

John S. Montalbano

West Vancouver, BC, Canada/Age 60/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Insurance/Reinsurance/Investment management

• Public company executive/Director

• Risk management

• Digital transformation/Sales/Marketing

• Talent management/Executive compensation

• Environmental/Climate/Social

Mr. Montalbano’s extensive senior executive and wealth and asset management experience qualify him to serve on our board and as a member of the management resources and compensation committee and the risk committee.

John Montalbano is an experienced wealth and asset management executive and former senior executive at the Royal Bank of Canada, having previously served as Chief Executive Officer of RBC Global Asset Management and Vice Chair of RBC Wealth Management. He is currently Principal of Tower Beach Capital Ltd., a private enterprise focused on venture capital investments.

Mr. Montalbano currently serves as a director of the Canada Pension Plan Investment Board and a number of other non-public companies. He also serves on various not-for-profit and advisory boards, including the Rideau Hall Foundation and UBC Sauder School of Business faculty advisory board.

Mr. Montalbano is a Chartered Financial Analyst and holds a Bachelor of Commerce degree from the University of British Columbia.

2024 meeting attendance

Director since

February 2025

Term limit:

2037

Public company boards (last five years)

•  AbCellera Biologics Inc., 2020-present

•  Eupraxia Pharmaceuticals Inc., 2021-present

•  Aritzia Inc., 2019-2025

Board committees

• Management resources and compensation

• Risk

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Mr. Montalbano joined the board on February 28, 2025. Under the director equity ownership requirements, he is expected to meet the equity ownership requirements within six years of joining the board.

May Tan

Hong Kong/Age 69/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Insurance/Reinsurance/Investment management

• Public company executive/Director

• Risk management

• Environmental/Climate/Social

• Talent management/Executive compensation

Ms. Tan’s extensive leadership experience in financial services and her deep knowledge of the industry in Asia qualify her to serve on our board and as a member of the audit committee and chair of the corporate governance and nominating committee.

May Tan is a senior financial services executive who has held a number of senior roles at Standard Chartered Bank, including the position of Chief Executive Officer, Standard Chartered Bank (Hong Kong). She has over 30 years of experience in corporate finance, banking, and capital markets in Asia. She holds the Fellow Chartered Accountant designation from the Institute of Chartered Accountants in England and Wales and the Certified Public Accountant (Fellow) designation from the Hong Kong Institute of Certified Public Accountants.

Ms. Tan is a director on the following non-public boards: Anticimex New TopHolding AB, MSIG Insurance (Hong Kong) Limited, Shanghai Guardian Limited and 701 Limited. Ms. Tan is also a council member of the Asian Corporate Governance Association.

Ms. Tan received a B.A. in Economics and Accounting from the University of Sheffield.

2024 meeting attendance

Director since

December 2021

Term limit:

2034

2024 votes for: 99.49%

Public company boards (last five years)

•  CLP Holdings Limited 2018-present

•  Hang Lung Group Limited 2024-present

•  JP Morgan China Growth & Income PLC 2021-2024

•  Link Management Limited/Link REIT 2013-2022

Board committees

• Audit

• Corporate governance and nominating (chair)

May Tan became chair of the corporate governance and nominating committee on June 1, 2024.

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Ms. Tan joined the board on December 1, 2021. Under the director equity ownership requirements, she is expected to meet the equity ownership requirements within six years of joining the board.

Leagh E. Turner

Toronto, ON, Canada/Age 53/Independent

Key competencies and experience

• Finance/Accounting

• Government relations/Public policy/Regulatory

• Risk management

• Public company executive/Director

• Talent management/Executive compensation

• Digital transformation/Sales/Marketing

• Technology/Operations

• Environmental/Climate/Social

• Asia experience

Ms. Turner’s extensive executive experience in the technology sector and leadership expertise leveraging people, process and technology to drive organizational transformation qualify her to serve on our board and as a member of the risk committee and the management resources and compensation committee.

Leagh Turner is a seasoned global executive in the technology sector currently holding the position of CEO for Coupa Software Inc., a business spend management software company. Previously, Ms. Turner was the Co-CEO of Ceridian HCM Holding Inc., a global human capital management software company. She also serves as a director of Plan International Canada. Ms. Turner is a strong advocate for the advancement of women in leadership and has been recognized twice on the WXN (Women’s Executive Network) Canada’s Top 100 Most Powerful Women list.

Ms. Turner holds a Bachelor of Arts from the University of Western Ontario.

2024 meeting attendance

Director since

November 2020

Term limit:

2033

2024 votes for: 99.44%

Public company boards (last five years)

•  Ceridian HCM Holding Inc., 2022-2023

Board committees

• Management resources and compensation

• Risk

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Philip J. Witherington

Toronto, ON, Canada1/Age 48/Not independent (management)

Key competencies and experience

• Finance/Accounting

• Government relations/Public policy/Regulatory

• Public company executive/Director

• Digital transformation/Sales/Marketing

• Environmental/Climate/Social

• Insurance/Reinsurance/Investment management

• Risk management

• Talent management/Executive compensation

• Asia experience

Upon successful election at the 2025 annual meeting of shareholders, Phil Witherington will be appointed President and Chief Executive Officer of Manulife, one of the largest insurance and asset management companies in the world.

Mr. Witherington joined Manulife in May 2014 as Chief Financial Officer, Asia Segment. He served as Executive Vice President and Interim General Manager, Asia Segment between June and November 2017. In January 2018 he became Chief Financial Officer, Manulife, before assuming the role of President & CEO, Manulife Asia in July 2023. In this role, he has responsibility for Manulife’s fast-growing Asia franchise including businesses in Hong Kong, Macau, Japan, Bermuda, mainland China, Singapore, Vietnam, Indonesia, the Philippines, Malaysia, Cambodia, and Myanmar.

Mr. Witherington holds a Bachelor of Science from the University of Durham, a post graduate diploma in International Business from the University of Edinburgh, and an Executive MBA from the Ecole Nationale des Pont et Chaussees. He is a fellow of the Institute of Chartered Accountants in England and Wales and a Fellow of the Hong Kong Institute of Certified Public Accountants.

2024 meeting attendance

Not currently a director

Term limit:

applies to independent directors only

Public company boards (last five years)

•  None

Board committees

Equity ownership

As incoming CEO, Mr. Witherington will have separate equity ownership requirements.

Effective May 2025. Prior to returning to Canada, Mr. Witherington is resident in Hong Kong.

John W.P-K. Wong

Hong Kong/Age 69/Independent

Key competencies and experience

• Finance/Accounting

• Asia experience

• Risk management

• Government relations/Public policy/Regulatory

• Talent management/Executive compensation

• Environmental/Climate/Social

Mr. Wong’s extensive consulting experience in the Asian healthcare market qualifies him to serve on our board and as a member of the audit committee and the corporate governance and nominating committee.

John Wong is a former Senior Partner and the former Chairman of Greater China for Boston Consulting Group (BCG), where he currently serves as a Senior Advisor. He is a trusted consultant with almost 30 years of experience serving global clients in the Asian healthcare market and a deep expertise in building businesses in biopharmaceuticals, medical technology, and consumer health.

Mr. Wong holds an MBA from Harvard University, a Master of Science in Chemical Engineering from the Massachusetts Institute of Technology, and Bachelor of Science in Chemical Engineering from Imperial College London.

2024 meeting attendance

Director since

May 2024

Term limit:

2037

2024 votes for: 99.62%

Public company boards (last five years)

•  None

Board committees

• Audit

• Corporate governance and nominating

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

Total value as a

multiple of equity

ownership guideline

Mr. Wong joined the board on May 9, 2024. Under the director equity ownership requirements, he is expected to meet the equity ownership requirements within six years of joining the board.

Membership as of
December 31, 2024*:

May Tan – Chair

Guy Bainbridge

Julie Dickson

Michael Durland

Don Lindsay

John Wong

All members of the corporate governance and nominating committee are independent. The Chair of the Board is also a member. All members of the corporate governance and nominating committee are also members of the audit committee, with the exception of the Chair of the Board.

The committee met four times in 2025. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

Nancy Carroll joined the committee on February 28, 2025.

•  Oversaw the onboarding of four new directors with skills and experience critical to Manulife’s strategic priorities while maintaining gender parity and the focus on board diversity.

•  Continued oversight and focus on board succession and diversity strategy:

•  Reviewed the board’s diversity policy to confirm that it continues to reflect the board’s commitment to diversity.

•  Worked with an independent recruitment firm to develop a diverse slate of candidates that includes individuals from underrepresented groups such as visible minorities, Indigenous peoples, people with disabilities, and members of the LGBTQ+ community, in accordance with the board diversity policy.

•  Reviewed the characteristics, experience and expertise necessary for prospective directors.

•  Reviewed committee membership in light of additions to the board as well as upcoming retirements, and successfully transitioned the role of the committee chair while maintaining effective oversight.

•  Continued to review and enhance governance policies and processes in light of peer practice and stakeholder expectations.

•  Oversaw the company’s sustainability framework and strategy, including oversight of matters related to the company’s Impact Agenda, Climate Action Plan, Modern Slavery Act Statement and Sustainability Report and related climate commitments, and received regular updates and monitored progress on related topics, including regulatory developments, progress against the company’s commitments, and stakeholder feedback.

•  Attended externally-facilitated education session on climate transition planning and finance.

•  Reviewed the details of, and compliance with, board and committee charters and mandates of board and committee chairs, directors and the CEO.

•  Considered all significant changes in director status and confirmed no adverse impact.

•  Monitored and received reports on corporate governance developments, assessing current practices against emerging best practices and other requirements, and enhancing practices where relevant.

•  Reviewed reports on subsidiary governance and the company’s subsidiary governance framework.

•  Reviewed reports on shareholder feedback.

•  Implemented the annual assessment process for the board, the chair of the board, the committees and chairs of each committee, including peer assessments. The board engaged an independent advisor to assist with the 2023 assessment process.

•  Reviewed the director independence policy.

•  Reviewed and recommended that the board confirm the independence of the directors.

•  Assessed the board’s relationship with management.

•  Received regular updates on new director orientation progress under the refreshed director orientation program.

•  Oversaw the director education agenda and coordinated seminars in areas of relevance to the board, including externally facilitated sessions on artificial intelligence and climate transition planning and finance matters.

•  Monitored developments in director compensation.

Membership as of
December 31, 2024*:
Guy Bainbridge – Chair

Julie Dickson

Michael Durland

May Tan

John Wong

The audit committee and the board have determined that all members of the committee in 2024 are independent and financially literate, and that Guy Bainbridge and May Tan qualify as audit committee financial experts under the Sarbanes-Oxley Act of 2002. All of the members also meet additional independence standards for audit committees under applicable U.S. and Canadian laws and securities exchange rules. The committee also serves as the company’s conduct review committee. All members of the audit committee are also members of the corporate governance and nominating committee, and the committee holds a joint meeting with the risk committee at least once a year.

The committee met five times in 2024, including one joint meeting with the risk committee. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

Nancy Carroll joined the committee on February 28, 2025.

• Reviewed significant accounting and actuarial practices and policies (and areas where judgment was applied), financial disclosure (and recommended them to the board for approval), and management’s report on the effectiveness of internal controls over financial reporting.

• Oversaw successful release of first set of annual financial statements under IFRS 17.

• Reviewed critical audit matters and key audit matters communicated by the external auditors.

• Oversaw the comprehensive tender process for the external audit engagement. See page 13 for more about the external audit tender process, and the committee’s involvement.

• Conducted the periodic comprehensive review of Ernst & Young, including the engagement partner and audit team, their independence, objectivity and quality of audit work performed, and recommended their reappointment as auditors to the board for approval.

• Reviewed and approved or pre-approved the auditor independence policy, the scope of the annual audit plan and all related services and fees, recurring audit and non-audit services for the coming year, and audit and non-audit services proposed during the year outside of previous approvals.

• Oversaw compliance with applicable laws and regulations, including the anti-money laundering/anti-terrorist financing program.

• Reviewed reports and received frequent updates on litigation and legislative and regulatory developments.

• Oversaw the internal audit program, including budget, structure, skills, resources, independence, qualifications, and annual risk-based audit plan of the internal audit function.

• Reviewed and approved the internal audit plan and reviewed periodic reports on internal audit activities and audit results.

• Reviewed reports, opinions and recommendations from the Chief Actuary, Chief Financial Officer (CFO), Chief Internal Auditor and Global Compliance Chief.

• Reviewed the annual report of the independent actuarial peer reviewer.

• Reviewed reports on capital matters, including the company’s capital position, capital initiatives, capital targets and ratios.

• Reviewed reports on treasury matters, including dividend recommendations, funding plans, liquidity position and ratios.

• Reviewed and approved the mandates of the Global Compliance Chief, Chief Internal Auditor, CFO and Chief Actuary and the global compliance, internal audit, finance and actuarial functions, and reviewed the performance evaluation and assessed the effectiveness of each.

• Reviewed the code of business conduct and ethics and the procedures relating to conflicts of interest and restricting the use of confidential information.

• Reviewed reports on compliance with the code and Ethics Hotline activities.

• Oversaw procedures for handling complaints.

• Provided oversight of transactions with related parties, a group that includes directors and senior officers as defined by the Insurance Companies Act (Canada), including through the committee-approved related party transactions policy, which includes established procedures to ensure the disclosure and review of related party transactions and that apply to a broad range of transactions with related parties, from the provision of products or services to a related party to the purchase of assets or services from a related party.

• Reviewed reports on the company’s related party procedures and effectiveness of the procedures to identify material related party transactions and ensure any related party transactions comply with all requirements.

Membership as of
December 31, 2024*:

Nicole Arnaboldi – Chair

Sue Dabarno

Don Kanak

Anna Manning

Jim Prieur

Leagh Turner

All members of the management resources and compensation committee in 2024 are independent and meet the additional independence standards set out in our director independence policy in compliance with applicable securities exchange rules. A majority of the members have finance, talent management and executive compensation, and risk management experience. There is cross-membership between the management resources and compensation committee and the risk committee.

The committee met five times in 2024. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

John Montalbano joined the committee on February 28, 2025.

• Reviewed the 2024 compensation program and recommended the 2025 compensation program to the board for approval.

• Monitored employee engagement, including the continued strong results of the global employee engagement survey.

• Reviewed the compensation programs, including base pay, incentives, pension and benefit plans, and made recommendations to the board.

• Reviewed reports on talent management and progress on diversity, equity and inclusion strategy.

• Reviewed the global compensation policy and reports on compensation plans.

• Oversaw the review of compensation of employees who have a material impact on our risk exposure.

• Completed succession planning reviews of the CEO and senior executive roles, including focused review sessions for the CEO and for executive leadership team and control function head roles.

• Provided oversight of the vetting process for executive appointments.

• Received updates on talent development actions.

• Successfully managed changes on the executive leadership team, including the Chief Investment Officer and an expansion of the role of the Global Head of Inforce Management.

• Considered the feedback from engagement meetings with shareholders and proxy advisors regarding compensation programs.

• Reviewed and approved the CEO’s annual objectives, assessed the CEO’s performance and integrity and made compensation recommendations for approval by the board.

• Reviewed the performance assessment, compensation recommendations and assessment of integrity for the members of the executive leadership team and the head of each oversight function and approved their annual objectives.

• Reviewed the company’s compensation peer group and continued to monitor competitive compensation practices among peers.

• Reviewed reports of the independent consultant on compensation matters, including compensation practices and trends.

• Reviewed reports monitoring competitive practices among peers, as well as other financial firms and other relevant companies.

• Reviewed the performance and independence of the independent consultant.

• Reviewed reports on the alignment of compensation programs with sound risk management principles and established risk appetite.

• Reviewed reports on compensation for employees who have a material impact on our risk exposure.

• Oversaw the company’s global retirement and global benefits programs.

Membership as of
December 31, 2024*:

Jim Prieur – Chair

Nicole Arnaboldi

Sue Dabarno

Don Kanak

Anna Manning

Leagh Turner

All members of the risk committee are independent and a majority are knowledgeable about risk management and risk disciplines. There is cross-membership between the risk committee and the management resources and compensation committee, and the committee holds a joint meeting with the audit committee at least once a year.

The committee met six times in 2024, including one joint meeting with the audit committee. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

John Montalbano joined the committee on February 28, 2025.

• Reviewed reports from the Chief Risk Officer on risk appetite, risk limits, principal risk exposures and risk outlook, evolving risks, stress tests and emerging risks and policies, procedures and controls in place to manage principal risks.

• Reviewed reports from the Chief Internal Auditor on the adequacy and effectiveness of the procedures and controls to manage the principal risks.

• Reviewed reports on capital targets and ratios.

• Reviewed reports on geopolitical risks and risk management strategies.

• Reviewed the company’s information services risk management program, including reports at each meeting on cybersecurity risks, artificial intelligence (AI) considerations, mitigation and resilience, and engaged in discussions regarding the effectiveness of the program and controls for identifying and addressing the related risks.

• Reviewed evolving risks related to sustainability, including climate risks, and AI, including generative AI, through the company’s quarterly risk reporting and evolving risk report.

• Monitored updates from business segments on key risks and risk management strategies.

• Reviewed crisis management exercise results to ensure appropriate preparedness.

• Considered the appropriate balance of risk and return, and reviewed the risk appetite and risk limits and recommended to the board for approval.

• Reviewed the risk impact of the strategic plan, including consistency with the approved risk appetite and related risk management and controls.

• Reviewed reports on the alignment of compensation programs with sound governance principles and established risk appetite.

• Reviewed and approved the mandates of the Chief Risk Officer and the risk management function, and reviewed the performance evaluation and assessed the effectiveness of each.

• Reviewed and approved the budget, structure, skills and resources of the risk management function.

• Reviewed and approved changes to the risk policy framework and related enterprise policies.

We structure director compensation with three goals in mind:

• to reflect directors’ responsibilities, time commitment and expected contribution

• to align directors’ interests with those of our shareholders

• to be competitive with global financial institutions that are comparable to us in scope and complexity.

The table on page 40 shows the director fee schedule for services provided to Manulife and Manufacturers Life in 2024. Fees are divided equally between the two companies.

Directors do not receive stock options, perquisites, severance, pension or retirement benefits or participate in an equity-based compensation plan, other than receiving deferred share units or common shares in lieu of cash compensation. Mr. Gori, and once elected, Mr. Witherington, do not receive director compensation because the President and CEO is compensated for that role.

Key features of the director compensation structure:

• Directors and the Chair of the Board are paid a single annual retainer. No meeting fees or travel allowances are provided.

• Committee chairs receive an additional retainer to recognize the additional responsibilities and workload required by this leadership role.

• Directors must receive at least US$127,500 (approximately 55%) of their board retainer in equity, even after they meet their equity ownership requirement.

• The director equity ownership requirement is six times the mandatory equity portion of the annual board retainer. Directors are expected to meet this requirement within six years of joining the board.