Manulife Financial Corporation (TSX:MFC)
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Apr 24, 2026, 4:00 PM EST
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AGM 2025

May 8, 2025

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Good morning. Great to see everyone here this morning, and thank you for joining us today. On behalf of our board, we welcome you to the annual meetings of the Manulife Financial Corporation and the Manufacturers Life Insurance Company. My name is Don Lindsay, Chair of the Board. The Board of Directors, on behalf of shareholders, policyholders, and employees of Manulife, acknowledge that Toronto is covered by Treaty 13 and that for thousands of years it has been the traditional land of the Huron-Wendat, the Seneca, and most recently the Mississaugas of the Credit River. We recognize and honor these nations as the traditional stewards of the land and water on which Manulife's Toronto offices are now present. With that important acknowledgment, I, along with the Board of Directors, am privileged to address you today following a very significant and successful year for Manulife.

In 2024, we demonstrated strong financial performance. We accelerated the growth of our highest potential businesses, and we announced several milestone transactions that reshaped our portfolio toward higher returns and lower risk. It was also a year in which we announced that Manulife's President and CEO, Roy Gori, would be retiring. While today marks his last AGM with Manulife, he leaves behind an incredible legacy of leadership, and we owe much of our strength today to his vision and to the strategy that he and the executive leadership team put in place soon after he stepped into this role. I just want to say it's delightful to see Roy's family here with us today as well. In 2017, Roy and Manulife's leadership team set out to achieve a bold ambition: to be the most digital, customer-centric global company in our industry.

I am incredibly proud, along with the board, of the immense progress that we've made on that goal. We've realigned Manulife around a clear mission and values and strengthened our capital position. We've reduced risk and boosted returns. We've improved efficiency, and we've delivered significant value to our shareholders and to our more than 36 million customers around the world. We accelerated that momentum in 2024 with several significant achievements. We completed two milestone transactions to reinsure $13 billion and $5.8 billion of reserves, respectively. We also announced a $5.4 billion reinsurance agreement that closed in early 2025. We increased our Relationship Net Promoter Score to an all-time high, and our straight-through processing exceeded our 2025 target. We put 24 GenAI use cases into production, strengthening our position as industry leaders and using this transformative technology, creating efficiencies for our team and driving better outcomes for our customers.

We've delivered market-leading shareholder value. We've returned $3.2 billion of capital to shareholders through share buybacks, and we ranked in the first quartile for total shareholder return amongst our proxy peers. Now, recognizing the strong foundation we've built and the momentum that we've created and the tremendous opportunity still ahead of us, Manulife raised the bar again with bold ambitions set out at our Investor Day in 2024. Roy will be elaborating on these during his remarks shortly. Taken together, this progress means that Phil Witherington, Manulife's incoming President and CEO, is taking over a transformed company. No pressure, Phil. With his deep knowledge of our business and industry and experience across our major markets and his key role in Manulife's transformation, Phil is in great position to lead our organization into the next phase of its growth and to meet our new financial targets.

The board and I look forward to working with him and to take Manulife to even greater heights. Our global footprint, our business diversity, and investment expertise have seen us through challenging times and enabled us to pursue incredible growth opportunities. I am confident that these qualities, supported by our strong balance sheet and financial flexibility, position us to navigate any macroeconomic volatility and geopolitical uncertainty that we may face in the years ahead. Our long-term strategic priorities are in place. Through Manulife's Impact Agenda, we also remain true to our mission of creating a better tomorrow for our business, our communities, and the planet. In 2024, we were named once again to the Dow Jones Sustainability North America Index as one of only eight insurers to be included, and we ranked in the 91st percentile of our industry group.

Manulife prides itself on its unique culture, which fosters a highly engaged and high-performing team without whom none of our goals would be achievable. We have received several recognitions for being a great place to work, and we're in the fifth year of being in the top quartile employee engagement rank, and we remain committed to maintaining this standing going forward. One of our priorities this year has been succession planning, not just at the executive level, but also within the board itself. We would like to thank Sue Dabarno and Jim Prieur, whose terms as directors will end at the close of the meeting for their 12 years of service and dedication. Their contributions to Manulife are significant and very much appreciated. Also, as announced following our February meetings, we are delighted to welcome Nancy Carr and John Montalbano to the board.

Nancy and John bring significant financial services, insurance, and wealth and asset management experience that will be very valuable in supporting the effective oversight of Manulife's strategy and operations. We also extend our deep gratitude to Roy Gori for his exemplary and extraordinary leadership since he became CEO in 2017. That has just set Manulife on a strong course for continued success. We welcome Phil Witherington, who we have every confidence will usher our organization into its next phase of growth. In closing, your board thanks each of our Manulife leaders and colleagues for their resilience, creativity, and passion. We thank you, our fellow shareholders and our customers, for your continued trust and support. I look forward to what we will achieve together in 2025 and beyond.

Now, today, Roy and I are joined on the stage by incoming President and CEO Phil Witherington, by Chief Financial Officer Colin Simpson, and Corporate Secretary Antonella Deo. Before handing over to Roy and Phil for their remarks, we'd like to review a few housekeeping items. First, this meeting is being broadcast in both English and French. For attendees online to switch languages, please click on your desired language from the buttons above the presentation screen. Closed captioning is also being provided in both English and French. For attendees in person, there are translation headsets available. Channel number one is for English. Channel number two is for French. If you did not receive a headset when you registered and you would like one now, please raise your hand and a volunteer will provide you with one.

Closed captioning will also be shown on the monitors to the left and to the right of the stage in English and in French, as indicated. If you need assistance during the meeting, there are volunteers at the back of the room. Now, if you have dialed into one of the conference lines, you will be able to hear the meeting in either English or French, but you will not be able to vote or ask questions. To be able to vote or ask questions during the meeting, online participants had to join the meeting by entering their control number at the registration screen. Information on where to find your control number was provided in the meeting materials sent to shareholders and policyholders and is posted on our website.

For attendees online to ask a question during the formal business of the meeting, you can click on the messaging button on the screen and then enter your question in the text box and click the send button. We will receive the questions and read them for all to hear. You could enter your phone number and the topic in the text box, and the operator will then dial you into the meeting. Once you pick up, you will hear the meeting on your phone. Please mute your computer and listen to the live feed on your phone only. This will prevent any delay or feedback from occurring. When called upon to ask your question, the operator will then unmute your line.

Please be sure to clearly indicate the topic of your question and that it relates to what it relates to when submitting it online so that we can address it at the appropriate time. For attendees in person, to ask a question during the formal business of the meeting, please come to one of the stationary microphones and identify yourself and confirm whether you are a shareholder of MFC, a policyholder of MLI, or a duly appointed proxy holder. If you are unable to come to one of the stationary microphones, please raise your hand and a volunteer will bring a microphone to you. Now, in the interest of giving sufficient time to respond to the questions of others, please only ask one question at a time and ensure your question does not exceed three minutes in length.

Questions during the formal business of the meeting should relate to the matter being discussed. Questions of a general nature that are of interest to all shareholders and policyholders will be dealt with during the Q&A session following the conclusion of the formal business of the meeting. Now, in fairness to other shareholders and policyholders, we ask that you not submit personal or offensive questions. If your question relates to a personal matter and you are in the room, please hold your question and approach one of our volunteers at the back who will direct you to an on-site management representative. If you have joined us via the webcast, please indicate in the text box that you would like someone to contact you and please provide your contact information.

We will not be addressing questions of a personal nature during the meeting, and if your question is offensive, we will not address your question. A reminder that only shareholders, policyholders, and proxy holders may ask questions. We draw your attention to the caution regarding forward-looking statements in the presentation slide. Comments made during this meeting may include forward-looking statements as defined in securities legislation. Actual results may differ materially from those expressed or implied in these statements. Please refer to the note regarding the non-GAAP measures used in today's presentations. With that, I'm delighted now to hand it over to Roy Gori.

Roy Gori
CEO, Manulife Financial Corporation

Thank you, Don, and welcome, everyone. Thank you for being here today. This year's AGM is a bittersweet one for me. While I'm proud of what we've accomplished over the last eight years, I'm going to miss the incredible people and culture at Manulife.

I am also incredibly excited to watch Phil and the leadership team take Manulife to even greater heights. I will come back to this in a moment, but I want to start by saying how proud I am to share some thoughts on 2024, which was another outstanding year for Manulife. Not only did we deliver superior results, make continued progress against our strategic priorities, and unlock even greater value for you, our shareholders, we also raised the bar with new financial targets and continued to make lives better for our more than 36 million customers around the world. This year was also an important one for me personally, as I announced my decision to retire. As I said, I could not be prouder of what we have achieved, not just in 2024, but over the course of our transformation journey.

When I took the role as President and CEO, I knew that Manulife had immense potential, and I'm incredibly proud to say that we're a fundamentally different company than we were in 2017. Since then, we've defined our mission and articulated our values, becoming a digital customer leader in our industry. We've reshaped our portfolio towards lower risk and higher return, accelerated growth in our highest potential businesses, delivered superior financial and operating results, and created a truly winning team and culture. Today, we're one of the few truly global insurance and wealth and asset managers that is both a leader and at scale. How did we do it? In 2017, my leadership team and I sat down to define our bold ambitions.

We asked ourselves what industry leadership looked like and what we wanted our legacy to be as we strove to deliver exceptional value for our shareholders and customers and create a world-class culture for our colleagues. I still have the notes from those early meetings, and I'm proud to say that we've delivered against the ambitions that we set. We asked, could we increase core return on equity by more than 40%? In 2024, core ROE was 16.4%, up from 11.3% in 2017. Could we halve the long-term care and variable annuities contributions to our core earnings? In 2017, LTC and VA made up 24% of our core earnings. Today, they represent only 10%. What if we could achieve consistent market-leading core earnings per share growth?

In 2024, we increased our core EPS by 11% from 2023, and since 2017, our core EPS compound annual growth rate has almost doubled that of our peers. Could we establish ourselves as the digital customer leader in our industry? At the end of 2024, we had improved our NPS scores by 26 points, and we are leading or on par with our peers across the majority of our business lines. Could we build a world-class high-performing company culture? For five consecutive years, we have achieved top quartile employee engagement results, and in 2024, we were in the top 12%. Some said that these goals were unattainable. We accepted that challenge and achieved what we set out to do. We did it on the strength of our strategy, our focus on execution, the commitment of our leadership, and our high-performing team.

Our financial and operating performance in 2024 speaks to the tremendous progress that we've made and the momentum that we've built. We reported record insurance new business results for the full year, including 30% increases year over year across APE sales, new business CSM, and new business value. We closed the largest ever LTC reinsurance transaction and the largest ever Canadian universal life transaction. We announced our third reinsurance agreement in less than 12 months, which we closed in January of this year. We've cumulatively reduced our LTC reserves by 18%. With the latest transaction, we validated our assumptions and reserves while reinforcing our commitment to reshaping our portfolio to higher returns and lower risk.

Since 2018, we've freed up approximately $12 billion of capital through our portfolio optimization efforts, with $2.8 billion of that expected to come from the reinsurance transactions that we closed or announced in 2024. We've also accelerated growth in our highest potential businesses. In Asia, we are now a top three Pan-Asian life insurer with substantial top-line and core earnings growth. Global WAM capped off the year with over $13 billion of net inflows and 30% core earnings growth. We have delivered positive net flows over 14 of the past 15 years, increasing global WAM AUMA to more than $1 trillion. To continue fueling our growth and improving customer experience, we're embracing the power of digital and innovation across our business like never before.

We currently have 43 GenAI use cases in production, strengthening our position as industry leaders in using this transformative technology, creating efficiencies for our team and driving better outcomes for our customers. We have also made significant progress towards our digital customer leadership ambition, achieving a record high net promoter score and generating over $600 million worth of benefits from our digital initiatives globally, a threefold improvement from 2023. In the U.S., we continue to lead the industry and innovate with behavioral insurance by collaborating with the MIT Age Lab, expanding our Grail offering, and hosting our second longer, healthier, better symposium. In Canada, we enhanced the Manulife Vitality Program mobile app with more personalized health and wellness recommendations that continue to drive increased app utilization year over year. We are nowhere near done.

At our Investor Day in June, we committed to raising the bar with new financial targets, recommitting to our medium-term targets and setting some new ones. We increased our core ROE target to 18% by 2027, introduced a new target of $22 billion of cumulative remittances between 2024 and 2027, and further improved our expense efficiency goal to less than 45% in the medium term. We reaffirmed our commitment to core EPS growth of 10%-12%. We have already achieved our expense efficiency goal at year-end and are firmly on track to meet our other targets while continuing to deliver on our strategic priorities. None of this would be possible without our winning team. Our unique culture continues to be our long-term competitive advantage. Since 2019, we have maintained top quartile employee engagement results against Gallup's financial and insurance company benchmark.

In 2024, our colleagues completed 1.1 million learning hours. They volunteered 48,000 hours. As part of our Better Campaign, colleagues shared more than 300 truly inspiring stories about how they connect personally to our mission. I'm so proud of our team for embracing our purpose to fuel our performance, and I know that Phil shares this same commitment to making lives better. Phil was one of the first people that I met at Manulife when I joined the company more than a decade ago, and we quickly became partners in transforming our Asia business. When I became CEO, he was the clear choice for CFO and was one of the key leaders in developing our transformation strategy.

He's an amazing leader with a deep understanding of our business and industry, and together with our winning team around the world, I know that he will help take Manulife to even greater heights. You'll hear from Phil shortly, but I want to close by saying that it's been my honor to serve as Manulife's President and CEO. I'm humbled to have had the opportunity to lead such a historic company and a tremendous team of colleagues. I want to thank our Board Chair, Don Lindsay, and our Board of Directors for the trust and support that they've shown in me over the last eight years. To you, our shareholders, thank you for the trust that you place in us to deliver for your future and your families.

Thank you to the entire executive leadership team for being one of the most amazing groups of people that I've had the opportunity to work with in my career. While I'm thrilled with the results that we've achieved, what I will always be most proud of is the culture that we've built together. A huge thank you to our more than 37,000 colleagues and 109,000 agents for their passion and commitment to our customers' mission and values. Finally, a deep and heartfelt thank you to my wonderful wife, Sarah, and our amazing kids, Adam, Nathan, and Lauren. I'm not going to look at her in the front. While this job is and has been incredibly rewarding, it's one that demands a great deal of my time and attention, and I'm grateful for having a family that's always been encouraging and supportive and whose unconditional love has been my foundation.

Thank you. I'm going to now hand it over to Phil, who I'm sure you're all eager to hear from. Phil.

Phil Witherington
President and CEO, Manulife Financial Corporation

Thank you, Roy. Good day, everyone. Good to see you all here. I want to start by recognizing Roy for his exemplary leadership, and that's included setting and delivering on our strategic priorities, steering Manulife through the pandemic, accelerating growth in our highest potential businesses globally, reshaping our portfolio and optimizing returns, as well as positioning Manulife as a digital customer leader. These are just a few of his many contributions to transforming Manulife into the company that it is today. On a more personal note, over the course of the past decade, I've truly enjoyed working closely with Roy, and I'm very grateful for his partnership, mentorship, and friendship.

Now, with the incredible foundation we have built together under Roy's tenure as CEO, I am excited to be taking the lead for the next chapter of growth for Manulife globally, including delivering on the bold ambitions that we set at our Investor Day in June of last year. Earlier this year, I said that a top priority of mine was to identify and name my successor. In March, we were pleased to appoint Steve Finch as Manulife Asia's President and CEO effective tomorrow. Steve has been with Manulife for 32 years and has held roles in reinsurance, product development, and marketing before becoming the General Manager for our U.S. life insurance business, the CFO for our U.S. businesses, and most recently, leading our actuarial team globally. We were also pleased to appoint Stephanie Fadous as Group Chief Actuary, succeeding Steve and joining our executive leadership team again effective tomorrow.

Stephanie has a deep understanding of our company, having held a number of key roles across Manulife over the course of the past 20 years, which, combined with her professional and leadership capabilities, positions her well to make an important contribution to this exciting next chapter for Manulife. I would like to take this opportunity to congratulate both Steve and Stephanie on their new roles and say how much I'm looking forward to working with them in the years ahead. As for what is to come for Manulife, I look forward to the future of our global franchise. With our strong foundation and a clear path to delivery of our ambitious targets, I truly believe that we're well positioned to build on our momentum and further increase shareholder value.

We will continue to have a consistent and unrelenting focus on the delivery of our existing targets and our leadership at scale across our businesses. We've seen strong momentum in Asia and Global Wealth and Asset Management, and I'm committed to continuing to drive growth in these businesses. We will also strive to maintain and build on our market leadership here in Canada and continue to focus on our unique offerings in the United States to better serve our customers. We will continue to invest in advancing our digital and AI leadership, which will further support the growth momentum we have as a company. Underpinned by our enviable product mix, digital capabilities, global footprint, robust balance sheet, and strong foundations and history, we're well positioned to navigate and capture opportunities in times of change.

Every day, thousands of colleagues around the world are making lives better for more than 36 million customers of Manulife. This is central to our success and will remain unchanged. I'm humbled by the opportunity to lead such a historic and important institution, and I want to thank you all very much for your belief in our team. Don, back to you.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you. Thank you very much, Roy, and thank you, Phil. It was an excellent year and well covered, and we're looking forward to an exciting future as well. The annual meeting of shareholders of MFC and annual meeting of policyholders and the shareholder of MLI have now been called to order. Antonella Deo will act as Secretary of the Meeting, and Jennifer Anderson and Pat Lee of TSX Trust Company will act as scrutineers for both MFC and MLI.

The notice of this meeting was sent to all shareholders and policyholders required to be sent such a notice, and the quorum requirements for the meeting have been met. Accordingly, this meeting is properly convened. We will now table the following items. First, the 2024 consolidated financial statements of MFC and of MLI, as well as the reports of the Auditor and the Actuary thereon. The 2024 consolidated financial statements of MFC were sent to shareholders in accordance with the Insurance Companies Act and applicable securities legislation. The 2024 consolidated financial statements of MLI were also sent to policyholders in accordance with the Insurance Companies Act. The information for participating policyholders of MLI, which includes summaries of the participating policyholder dividend policy and the participating account management policy.

This information can be found in the 2024 report to policyholders, which was sent to all participating policyholders who requested notice of meetings. Now, do we have any questions on the financial statements or the information for participating policyholders of MLI? Seeing no questions in the room, Antonella, do we have any questions online?

Antonella Deo
Corporate Secretary, Manulife Financial Corporation

No online questions.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Okay, thank you. We will now proceed to the voting section of the meeting. Before commencing, we would like to provide instructions for how shareholders, policyholders, and proxy holders may vote. For shareholders, policyholders, and proxy holders in person to be able to vote during the meeting, ballots were handed out at the registration desk prior to the meeting.

If you did not receive a ballot when you registered and are entitled to vote, but you have not already voted by proxy, please raise your hand, and the scrutineers will provide you with the required ballots. To the extent that you have voted in advance of the meeting and do not wish to change your vote, you do not need to do anything. As we proceed through each item of business, shareholders, policyholders, and proxy holders that join the meeting online using their control number will see the resolutions to be voted on displayed on the screen as the item of business is being discussed. Shareholders, policyholders, and proxy holders that join the meeting in person will see the resolutions to be voted on displayed on the screen in the room.

To vote, click one of the voting options available online or mark your vote on the green ballot for MFC or the yellow ballot for MLI. Votes submitted online will automatically be included in the vote tabulation, and scrutineers will collect ballots for those who are voting here in person. If you have not voted in advance of the meeting and you do not press one of four withhold or against when voting is open, your vote will not be recorded, and you will be regarded as having abstained from voting. We will be voting on items of business for both MFC shareholders and MLI policyholders. If you are both an MFC shareholder and an MLI policyholder or a proxy holder for both, you may vote on all matters.

If you are an MFC shareholder but not an MLI policyholder or vice versa, you will see the items being voted upon for each company, but votes cast will only be counted towards the company of which you are a holder. A simple majority is required to approve matters voted at this meeting. To facilitate efficiently proceeding through the business of the meeting, Manulife employees who are MFC and MLI proxy holders will move all resolutions. Preliminary results will be announced after voting closes for all matters, and final results will be posted on our website following the meeting. The first item of business is the election of the directors of MFC and MLI. You may either vote for or withhold your vote from each director nominee. We will now vote on the election of directors of MFC.

The number of directors to be elected today, as determined by the board, is 13. If you've already voted and do not wish to change your vote, there is nothing for you to do at this time. Information on each nominee is set out in the proxy circular for this meeting. James McCartin, an employee and proxy holder, has agreed to move this resolution.

Mr. Chair, I'm pleased to nominate the 13 directors as set out in the proxy circular and as shown on the screen as directors of MFC to hold office until the close of the next annual meeting of the shareholders of MFC or until their successors are elected or appointed.

Thank you, James. Do we have any questions on the election of the directors of MFC? Any questions here in the room? Seeing none, Antonella, do we have any questions online?

Antonella Deo
Corporate Secretary, Manulife Financial Corporation

There are no online questions.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you. For shareholders and proxy holders online, please vote online for the election of directors of MFC. For shareholders and proxy holders here in person, please mark your ballot for the election of directors of MFC. I'll just give people a moment to do that. Okay, voting is now closed for the election of the directors of MFC. We will now vote on the election of directors of MLI. The number of directors to be elected today, as determined by the board, is 13. There will be five policyholder directors and eight shareholder directors. Information regarding the nominees is set out in the report to policyholders for this meeting. The participating policyholders of MLI vote for the policyholder directors. If you have already voted and do not wish to change your vote, there is nothing for you to do at this time.

Abida Pelkin, an employee and proxy holder, has agreed to move this resolution.

Mr. Chair, I'm pleased to nominate the five directors as set out in the report to policyholders and as shown on the screen as policyholder directors of MLI to hold office until the close of the next annual meeting or until their successors are elected or appointed.

Thank you, Abida. Do we have any questions on the election of policyholder directors of MLI? Any questions here in the room? Seeing none, Antonella, have we received any questions online?

There are no questions on this matter.

Thank you. For policyholders and proxy holders online, please vote online for the election of the policyholder directors of MLI. For policyholders and proxy holders here in person, please mark your ballot for the election of the policyholder directors of MLI. I'll give people a moment.

Okay, voting is now closed as it relates to the election of the policyholder directors of MLI. We will now move to the election of the shareholder directors of MLI. As the sole shareholder of MLI, MFC has elected the shareholder directors by written resolution in accordance with the Insurance Companies Act. The eight directors shown on the screen and as set out in the report to policyholders have been elected as the shareholder directors of MLI to hold office until the close of the next annual meeting or until their successors are elected or appointed. We will now vote on the appointment of auditors for MFC and MLI. If you have already voted and do not wish to change your vote, there is nothing for you to do at this time. James McCartin, an employee and proxy holder, has agreed to move this resolution.

Mr. Chair, I move that Ernst & Young LLP Chartered Accountants be appointed auditors for MFC and MLI until the close of the next annual meeting at a remuneration to be fixed by the directors.

Thank you, James. Abida Pelkin, an employee and proxy holder, has agreed to second the motion.

Mr. Chair, I second the motion.

Thank you, Abida. Do we have any questions on the appointment of the auditors for MFC and MLI? Seeing none in the room. Antonella, do we have any questions online?

Antonella Deo
Corporate Secretary, Manulife Financial Corporation

No online questions.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you. For shareholders, policy holders, and proxy holders online, please vote online for the appointment of the auditors of MFC and MLI. For shareholders, policy holders, and proxy holders here in person, please mark your ballot for the appointment of the auditors of MFC and MLI. I'll give people a moment.

Voting is now closed as it relates to the appointment of the auditors for MFC and MLI. We will now hold the non-binding shareholder advisory vote on the MFC's approach to executive compensation. MFC's executive compensation program is designed to contribute to our long-term sustainable growth by rewarding executives for strong performance in executing our business strategy. Your board believes that shareholders should have an opportunity to understand how and why the board makes its executive compensation decisions and should be able to provide input to the board on executive compensation. We take our shareholders' feedback seriously, and we will continue to do so. If you have already voted and do not wish to change your vote, there is nothing for you to do at this time. James McCartin, an employee and a proxy holder, has agreed to move this resolution.

Mr. Chair, I move that the advisory resolution to accept MFC's approach to executive compensation, as set out on page 14 of the proxy circular, be approved.

Thank you, James. Abida Pelkin, an employee and proxy holder, has agreed to second the motion.

Mr. Chair, I second the motion.

Thank you, Abida. Do we have any questions on the advisory resolution on MFC's approach to executive compensation? Seeing no questions in the room, Antonella, have we received any questions online?

Antonella Deo
Corporate Secretary, Manulife Financial Corporation

There are no online questions.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you. For shareholders and proxy holders online, please vote now online for the approval of the advisory resolution on MFC's approach to executive compensation. For shareholders and proxy holders here in person, please mark your ballot for the approval of the advisory resolution on MFC's approach to executive compensation.

Voting is now closed as it relates to the approval of the advisory resolution on MFC's approach to executive compensation. For shareholders, policyholders, and proxy holders here in person, the scrutineers will now collect the ballots, and we'll just wait a few moments while all ballots are being collected. The scrutineers have prepared their preliminary report, and Antonella Deo will now present the preliminary results of the votes.

Antonella Deo
Corporate Secretary, Manulife Financial Corporation

On the election of directors of MFC, each director nominee received at least 97% votes in favor. I declare that all 13 director nominees have been elected as directors of MFC. On the election of policyholder directors of MLI, each director nominee received more than 93% of the votes in favor. I declare that all five nominees have been elected as policyholder directors of MLI.

For both MFC and MLI, more than 91% of the votes were cast in favor of the appointment of Ernst & Young as auditor. I declare that Ernst & Young LLP has been appointed as auditors of MFC and of MLI. On the advisory resolution to accept MFC's approach to executive compensation, more than 94% voted for and less than 6% voted against.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

I declare that the shareholders have accepted Manulife's approach to executive compensation. I want to thank the shareholders for your vote. The scrutineers' report in final form will be recorded in the minutes of this meeting and will be posted on our website following the meeting. This concludes the formal business of the meeting. Your board would once again like to offer our sincere gratitude to Roy for his visionary leadership.

We also express our appreciation of the entire executive leadership team for steering the company through a momentous year and for continuing to raise the bar and for building a solid foundation for its future growth. We extend a warm welcome to Phil as he takes the helm and leads Manulife into that future. Please join me in a round of applause for both Roy and Phil. On behalf of the board of directors, I also want to thank the Manulife colleagues for their focus on driving our mission to make decisions easier and lives better. Finally, thank you to you, our fellow shareholders and policyholders, for your continued trust, support, and feedback. We appreciate it. We will now turn to the Q&A session. As a reminder, only shareholders, policyholders, and proxy holders may ask questions.

To be able to vote or ask questions during the meeting, online participants had to join the meeting by entering their control number at the registration screen. To ask a question, you can click on the messaging button on the screen and either enter your question in the text box and click the send button, and then we will receive the questions and read them for all to hear, or enter your phone number and the topic of your question in the text box, and the operator will then dial you into the meeting. Once you pick up, you will hear the meeting on your phone. Please then mute your computer and listen to the live feed on your phone only, and this will prevent any delay or feedback from occurring. When called upon to ask your question, the operator will then unmute your line.

For shareholders, policyholders, or proxy holders in person, please come to one of the stationary microphones and identify yourself and confirm whether you are a shareholder of MFC, a policyholder of MLI, or a duly appointed proxy holder. If you are unable to come to one of the stationary microphones, please raise your hand, and a volunteer will bring a microphone to you. In the interest of giving sufficient time to respond to the questions of others, please only ask one question at a time and ensure your question does not exceed three minutes in length. Questions of a similar nature will be grouped together to avoid repetition. Questions should be of interest to all shareholders and policyholders and should not be offensive or of a personal nature. As stated previously, in fairness to other shareholders and policyholders, we ask that you not submit personal or offensive questions.

If your question relates to a personal matter and you're in the room, please hold your question and approach one of our volunteers at the back who will direct you to an on-site management representative. If you have joined us via the webcast, please indicate in the text box that you would like someone to contact you and please provide your contact information. Again, we will not be addressing questions of a personal nature during the meeting, and if your question is offensive, we will not address your questions. Now the floor is open. Do we have any questions? I think sir at the microphone over there.

Hi. I'm Paul Durdin from Burlington. Can we go to page 14 of the annual report? Two-thirds of the way down the page. For the year ended December 31st, net income, the U.S. number has fallen precipitously, down 79%.

Corporate and other has also fallen equally. I can't believe U.S. business has lost all that. This must be a moving of money around somehow. How could you lose profit in the US, go down 79% in a year? That doesn't make sense to me. Also the corporate and other. Maybe that's just moving money around.

Okay. Thank you very much for your question. We have a lot of expertise on the stage to answer that. I'm going to toss it to Colin Simpson, our Chief Financial Officer.

Colin Simpson
CFO, Manulife Financial Corporation

I can have a stab, but thanks very much for your question. The point you raise is really important because it relates to the reinsurance transactions that we carried out during the year. What actually happens when we do reinsurance transactions is we sell fixed income securities.

When we sell those fixed income securities, because of the movements in interest rates, we crystallize a loss. This loss comes through the P&L, but it's entirely presentational when it comes to the book value because it's offset in a movement in OCI. No economic value, but unfortunately, from a presentational perspective, you see the net income coming down. Sort of money in different areas moving to different areas. The important point to note is our book value grew quite substantially during the year and continues to grow. We were up 12% in the first quarter.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Yeah. I would just add that the better way to look at the performance of our segments is to look at our core earnings rather than net income because of that movement of fixed income securities or the sale that relates to the transactions.

For the U.S. segment, it was mildly down, but broadly in line with the prior year.

Okay. How many employees full-time are in the US?

Today, we would have approximately 5,000 employees there.

That's not including agents.

That's correct. That's our employees.

Yeah. Thank you.

Thank you for your question. Next gentleman.

Michael Sambasivam
Director of Research and Policy, Investors for Paris Compliance

Hi. My name is Michael Sambasivam. I'm here with Investors for Paris Compliance. As some of you may know, Investors for Paris Compliance is a shareholder advocacy group. We try to hold publicly traded companies accountable to their net zero commitments. We've been tracking Manulife's progress for the last three years. We're pleased to see this year that Manulife remains committed to its General Account net zero commitment. We noted some incremental updates in the Climate Action Implementation Plan this past year. Our question relates to these.

In light of the fact that Manulife remains, as of 2024, one of the top five investors in fossil fuels in the country, reporting over $10 billion in its General Account and oil and gas loans as of December 2023, investments which not only create financial risk in light of the energy transition, but which also create a risk to the life and wellness of its clients by fueling a climate-induced health crisis. We'd like to hear how Manulife plans to maintain its commitment to net zero should its reliance on natural decarbonization of the economy and conversations with investee companies not drive sufficient emissions reductions.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you for your question. I'll turn that one over to Roy Gori.

Roy Gori
CEO, Manulife Financial Corporation

Thank you firstly, and we appreciate the engagement that we've had with your organization over the years.

I would start by saying that climate change is one of the many risks that we manage as an organization. It's one of the risks we take, obviously, very seriously. You referenced our Climate Action Implementation Plan, and that's a document and, I guess, a program that we're very proud of. We're proud that we've got a very robust program in place, which includes targets, but also we measure our progress against those targets very transparently. In terms of targets, our goals are quite clear. Our plan is to reduce our gross emissions, Scope 1 and 2 emissions, by 40% by 2035. Secondly, for our general account, our goal is to get to net zero by 2050. In terms of our progress, if you look at our Scope 1 and Scope 2 net emissions, we're already net neutral.

That makes us a bit of an outlier in the industry and, again, an area of focus and progress that we're quite proud of. Secondly, I would say that if you look at our sustainable investments, they represent four times that of our exposure to oil and gas. We're pleased with our targets and our plans. We're delighted that we're making good progress, but we also know that progress on this file is not going to be a linear one and that for us, it's going to be one where we're making the positive steps, but at the same time, making sure that we're delivering sustainable value for all of our stakeholders in a way that can drive clear outcomes for all our constituents. We're clearly far from perfect, and we look forward to continuing to engage your organization as we progress through the journey.

Michael Sambasivam
Director of Research and Policy, Investors for Paris Compliance

Thank you.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you for your question, and I'll echo Roy's comments. We appreciate the ongoing dialogue. Question over at this microphone.

Hi. Thank you for the time. My question is about which jurisdiction do we store data about Canadian policyholders and Canadian shareholders? Just for Canadian and jurisdictional. My concern is that if it happens to be under American jurisdiction or anything like that, given the uncertain environment, almost lawlessness, I'm concerned about our privacy, our concern about our lives. That's all. Could you answer that, where the data is in terms of jurisdiction?

Yeah. Largely, our data is stored, firstly, I'd say that there are very clear rules in each of the markets that we operate in in terms of how data is stored and where it should be stored. Obviously, it's critical that we comply with all of those rules, laws, and regulations.

For our Canada business, largely, our data is stored within the jurisdiction of Canada.

Okay. Thank you.

Very interesting question. Thank you very much. Any other questions here in the room? Yes, this microphone over here. Yes.

Hi. My name is Sharon Ng. I'm both a shareholder and a policyholder. I'm sorry, but my question is about Manulife's dividend scale decreases during the past 15 years. Please allow me to describe what happened. By the way, the matter is not just of a personal matter. In 2010, Manulife increased my husband's whole life insurance premiums by 137%, saying Manulife's dividend scale has decreased. In 2015, Manulife cut my husband's death benefit by 34,964. Manulife claimed that Manulife's dividend scale has decreased. Five years later, in 2020, Manulife again reduced my husband's death benefit by another 10,164, saying Manulife's dividend scale has decreased.

In 2025, this year, Manulife cut my husband's death benefit again, citing Manulife's dividend scale has decreased. This time, my husband lost $8,867. I'm sorry, but each time, your company simply used the reason the dividend scale has decreased to justify the unfair and unjustified reduction. Manulife is in violation of the 1985 Class Action Lawsuit Settlement Agreement by reducing my husband's death benefit to the level he had when he purchased his policy 40 years ago. According to the 1985 Class Action Lawsuit Settlement Agreement, Manulife guaranteed Manulife would not reduce his death benefit below the level he had when he purchased his policy in 1985, 40 years ago. For the past 15 years, your company never explained how Manulife's dividend scale decreases ended up leading to my husband's $5,500 loss and the 137% increase in his premiums.

Please explain how Manulife's dividend scale decreases caused the $5,500 loss and the 137% increase in his premiums. For the last 11 years, my husband and I have complained many times about Manulife's unfair and unjustified reduction. In addition, Manulife is also in breach of my husband's policy. We have now reached the end of Ontario Regulation, Unfair or Deceptive Acts or Practices by overcharging and miscalculating my husband's premiums for the past 15 years. We have been complaining for years that Manulife has overcharged and miscalculated my husband's premiums by using Manulife's guaranteed maximum premium rate. However, your company and Manulife's AVP, Mr. Anderson, just dismissed our complaint. Mr. Anderson has repeatedly refused to fix his premium calculation errors and overcharge errors.

I apologize, but we have now reached well over the three-minute mark.

Okay. Please explain the.

I do consider your question to be of a personal nature, so please consult with one of the Manulife employees at the back. Thank you very much. Antonella, do we have any online questions?

Antonella Deo
Corporate Secretary, Manulife Financial Corporation

We do have an online question. It's from John Detercho as a Manulife shareholder. His question is, "Will President Trump's tariffs have any effect on your business?"

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Okay, Roy, or?

Roy Gori
CEO, Manulife Financial Corporation

Yeah. Thank you. I will start by saying that trade wars are clearly not good for the global economy, and they typically impact GDP or GDP growth, inflation, and unemployment. At the same time, you will see that the uncertainty related to how tariffs could possibly land is clearly impacting markets as well. The other key aspect that we could see coming from trade wars is that it could impact customer sentiment. I would say that we haven't seen that yet.

I think that's a function of several things. I think the first thing is that our products are typically needs, not wants, and therefore are less discretionary. At the same time, our products are produced in each of the markets that we operate in, so we're not subject to cross-border kind of trade tension implications. Again, we feel very confident that we can navigate the uncertain environment and the challenges associated with this period of volatility. It's a function also of the fact that we've got a very resilient global business that's very diverse and operates across many different markets and geographies.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Great. Thank you. Are there any other questions here in the room at this point? Seeing none. Antonella, any other questions online?

Antonella Deo
Corporate Secretary, Manulife Financial Corporation

No more questions.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Okay. As there are no further questions, this concludes our meeting. Thank you all for attending.

Thank you for your continued interest in Manulife. Thank you, Roy, and congratulations on an outstanding career at Manulife. Good luck to you, Phil and the ELT, on carrying it forward even further. The best is yet to come. Thank you very much, all.

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