Manulife Financial Corporation (TSX:MFC)
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Apr 24, 2026, 4:00 PM EST
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AGM 2023

May 11, 2023

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Good morning, all. It being 11:00 A.M., we're going to get this show on the road. Thank you for joining us. It's delighted to see people in person. As you know, the last three years we had virtual annual meetings, and as a result of the pandemic, so it's great to be able to do a hybrid version today. We have lots of people online, and it's wonderful to have people here in the room. On behalf of our Board of Directors, we commute to the Annual Meetings of Manulife Financial Corporation and the Manufacturers Life Insurance Company. My name is Don Lindsay, Chair of the Board. All across Manulife, we are committed to diversity, equity, and inclusion, and part of this commitment includes incorporating an Indigenous land acknowledgment where we recognize and acknowledge the history of the land in which we operate.

It is important for us to show our respect for Indigenous peoples and recognize their enduring relationship to the land. The Board of Directors, on behalf of shareholders, policyholders, and employees of Manulife, acknowledge that we are on the traditional territory of many nations and that Toronto is home to many diverse First Nations, Inuit, Métis, and Indigenous Peoples. We 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. As we gather today on these treaty lands, we have the responsibility to honor and respect the four directions: land, waters, plants, animals, and ancestors that walked before us, and all the wonderful elements of creation that exist.

Today, this gathering place is home to many First Nations, Métis, and Indigenous Peoples from across Turtle Island, and acknowledging them reminds us of our important connection to this land where we live, learn, and work. We recognize, honor, and respect these nations as the traditional stewards of the land and water on which Manulife's Toronto offices are now present. With that important acknowledgment, we are pleased to be holding our annual meeting, as I said, in a hybrid format after three years of virtual meetings as a result of the COVID-19 pandemic. Your board is proud of Manulife's many achievements in 2022 as we continue to accelerate growth on the solid foundation that we have built for future success.

We would like to recognize Roy Gori and his executive leadership team, who over the past several years have continued to show steadfast leadership anchored always in our values. Their commitment, their ownership, and their spirit have driven resilient results despite the challenges and the impacts presented by an unpredictable macroeconomic environment and, of course, an unprecedented global pandemic. With their leadership and the strength of Manulife's Global team, the company has delivered on key commitments made to shareholders, including progress against our strategic priorities and financial targets and our growth ambition. These results have been delivered thanks to the efforts of our more than 40,000 winning team members at Manulife who have owned the opportunity to meet and achieve our targets year in and year out.

In 2022, the board remained focused on providing oversight and guidance to the leadership team, and after nearly two years of virtual meetings, we've been energized by the opportunity to incorporate in-person sessions now into our meeting cadence. The opportunity to adopt a hybrid meeting schedule has enabled optimal participation from our directors and enhanced our ability to attract talented directors from around the globe. We are proud to continue progress towards greater diversity on your board. We increased representation of Asia Domiciled Directors in view of the importance of that region to our future growth ambitions. We are also proud to have maintained our aspiration of gender parity among independent directors, with women now representing seven of the 11 independent directors that are nominated for election at today's annual meeting of shareholders.

Reflecting these efforts, we were pleased to be ranked in the top four by the Global Males Report on Business Board Games. Those are rankings for board governance in Canada. On behalf of the board and Manulife shareholders, customers, and colleagues, I would like to particularly offer our sincere thanks to John Cassaday for his 30 years of service, which came to a close earlier this year. We marked many milestones during his tenure on the board, and we are grateful for his unwavering leadership and his many contributions to the company. We would also like to thank Joseph Caron, whose term as a director will end at the close of this meeting, for his 12 years of service and dedication, and Joseph, your many contributions to Manulife are greatly appreciated.

Looking to the future, I appreciate the trust that you've placed in me, and I am humbled to serve as the Chair of your Board as we work together to achieve our bold ambition. Finally, we would also like to thank you, our fellow shareholders, for your trust, your support, and your candid feedback. While the past few years have been challenging, the company's ability to deliver through such times has proved positive that we have the right strategy, the right team, and the right to win. Roy Gori, our President, CEO, and I are joined on the stage today by Phil Witherington, Chief Financial Officer, and Antonella Deo, our Corporate Secretary. Now, before handing over to Roy for his remarks, we'd like to review a few housekeeping items. 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 headsets available for those wishing to hear remarks in French. Channel number one is for English, and channel number two for French. If you need assistance during the meeting, there are volunteers at the back of the room who can help you. 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 have joined us by dialing in to one of the conference lines, you will be able to hear the meeting, but you will not be able to vote or ask questions.

For shareholders, policyholders, and proxy holders online, to be able to vote or ask questions during the meeting, you had to have joined the meeting by entering your 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 posted on our website. Now, 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 we will read them for all to hear, or you can enter your phone number and the topic in the text box. If you do that, the operator will then dial you into the meeting.

Once you pick up, you will hear the meeting on your phone, and please then mute your computer and listen to the live feed on your phone only. This will prevent any delay or feedback to occur. When you are called upon to ask your question, the operator will then unmute your line. For shareholders, policyholders, and proxy holders who are here in the room 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 you 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 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 or a policyholder of MLI or a duly appointed proxy holder. If you're 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. All questions should be of interest to all shareholders and policyholders and should not be offensive or of a personal nature. Questions of a general nature will be dealt with during the Q&A session.

In fairness to other shareholders and policyholders, if your question is offensive, we will not address your question. If your question relates to a personal matter, we will contact you following the meeting to follow up on your question, or if you are attending the meeting in person, we will direct you to a customer service representative. Just 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 also refer to the note regarding the non-GAAP measures used in today's presentations. Now, Roy will provide his remarks on Manulife. Roy, over to you.

Roy Gori
President and CEO, Manulife Financial Corporation

Hello, everyone. Welcome, and thank you for joining us today. Looking back on all that Manulife has accomplished, I am tremendously proud of the way our colleagues once again showed the creativity, resilience, and innovative spirit. With the pandemic continuing to impact many of our markets throughout 2022, our team focused on supporting our existing customers and reaching new ones, knowing how important our products are to ensuring their well-being and financial future. Our colleagues also adapted to new ways of working as we reopened our offices and migrated to our new working-better approach. With international travel resuming, I had the privilege of visiting many of our teams for the first time since 2020, and it was wonderful to connect and reconnect in person after such a long time away.

For me, it underscored the value of the time that we spent together, and I've come away from each interaction feeling optimistic and energized about our future. The end of last year marked five years since we embarked on a journey to transform Manulife into the most digital customer-centric global company in our industry. At that time, we set out five strategic priorities essential to achieving our bold ambition: accelerate growth, digital customer leadership, expense efficiency, portfolio optimization, and high-performing team. Thanks to our disciplined approach, we've delivered record net income and revenues, significantly improved our net promoter score, built an industry-leading team and culture, and ensured strong market leadership positions across attractive markets and businesses. In Asia, we're not only at scale as a top three pan-Asian insurer, but we're well positioned to benefit from the significant growth opportunities in the region.

In global wealth and asset management, we're a global leader in retirement, a top 10 global retail multi-manager, and one of the largest natural resource asset managers for institutional investors globally. We're also a leading life insurer in Canada, and we're a global leader in behavioral insurance. We continue to believe in the growing need for health, wealth, and retirement solutions, which have been amplified by the pandemic, and we're well positioned to capitalize on the global megatrends. Number one, the middle class in Asia is expected to grow 75% to 3.5 billion people by 2030. Number two, the size and proportion of the aging population globally is growing rapidly, with one in six people expected to be over the age of 60 by 2030. Three, as the digitization continues to accelerate globally, success will be defined by those who are able to provide extraordinary experiences.

I believe that we're uniquely positioned to meet these opportunities with a diversified scale business and have demonstrated that we have the right strategy to win. Now, I'd like to highlight the progress that we've made against our strategy and how we're positioned for the next phase of Manulife's growth. In 2022, our diversified Global WAM business recorded net inflows of $3.3 billion globally against an industry backdrop of net outflows in North America. This performance extended our remarkable track record of delivering positive net flows in 12 of the last 13 years. Our Global WAM and Asia results contributed to delivering 63% of our core earnings from our highest potential businesses against the baseline of 54% in 2017. We will continue to drive this momentum through our growing agency force, successful bank assurance partnerships, transformational digital offerings, and strategic expansion into high-growth markets in the Asia region.

We're bringing our growth ambitions to life in the most attractive high-growth markets through partnerships like our 16-year exclusive bank assurance partnership with VietinBank in Vietnam, which has already shown strong momentum in its first year. We also became the first Global Wealth and Asset mMnager to acquire a 100% stake in a fully operating public fund management company in mainland China through our investment in Manulife Fund Management. We are laser-focused on achieving our ambition of being the most digital customer-centric company in our industry, and we remain focused on providing simple, intuitive, and innovative experiences across our business. Through our efforts, we've improved our NPS, or net promoter score, from + 1 in 2017 to + 20 in 2022, and improved our straight-through processing rate from 68% in 2018 to 83% in 2022.

In 2022, we welcomed approximately 1 million new customers, growing our customer base to more than 34 million around the world. We have invested nearly $1 billion to provide new digital capabilities and experiences since 2018. We are proud of our digital behavioral insurance offering globally, and we are continuing to innovate to provide our customers with unique solutions to improve their health. In 2022, we entered into a partnership with GRAIL, a healthcare company offering access to Galleri, their leading-edge multi-cancer early detection test, to a pilot group of customers through John Hancock Vitality. We are the first life insurer to make GRAIL's Galleri test available, enabling eligible customers to take proactive steps to better understand and make more informed choices about their health. We continue to foster a culture of expense efficiency and prioritize our resources where they will be most effective.

From 2011 to 2016, we saw high expense growth at a rate of about 9% per year, with a stagnant expense efficiency ratio near 60%. Our focus has allowed us to contain the average annual growth rate of general expenses to less than 2% between 2017 and 2022, improving our expense efficiency ratio from 55.4% in 2017 to 50.9% in 2022, with a commitment to achieving our target of below 50%. We're achieving this through digitization, simplifying and standardizing our processes, optimizing our structure, and careful management of our expenditures, embedding a culture of disciplined spending to enable growth. By the end of 2022, we freed up $9 billion of capital from our legacy portfolio, having previously achieved our 2022 target to release $5 billion of capital three years ahead of schedule in 2019.

We've also made progress towards our business mix targets for long-term care insurance and variable annuities to contribute less than 15% of core earnings by 2025. We created value for our shareholders executing two reinsurance transactions of our U.S. variable annuity block in 2022, releasing $2.5 billion of capital. We also bought back 4.1% of our common shares in 2022. Portfolio optimization remains a high priority as we continue to explore opportunities to reduce risk and release capital from our legacy businesses. Now, none of this would be possible without the effort and dedication of our high-performing team. I'm very pleased to note that we achieved top quartile employee engagement scores in 2020, 2021, and 2022. Since 2017, we've seen continued improvement in our engagement scores each year, and in 2022, we ranked in the top six percentile amongst global financial and insurance companies.

We also continue to be recognized as an employer of choice, including as one of the world's best employers by Forbes for the third consecutive year. We've continued to invest in robust learning and development, leadership, and recognition programs, and we've enjoyed the opportunities for in-person collaboration that have emerged through our return to offices in 2022. These investments will be critical to providing us with a long-term sustainable competitive advantage. Our success over time depends on our ability to continue delivering for each of our three key stakeholders: our customers, team, and shareholders, as well as the communities that we live in and the planet that we all share. As a health and wealth company, taking the long-term view is about creating economic return while also helping to solve the world's societal and environmental challenges.

Two years ago at this meeting, I was delighted to announce the first phase of our climate action plan, a set of robust and long-term commitments to reduce our environmental footprint, support the transition to a net-zero future, and invest in climate change mitigation and resilience. While we are already net-zero in our Scope one and Scope two operational greenhouse gas emissions, we're committed to further reducing our absolute emissions by 40% by 2035 and to achieving net-zero Scope three financed emissions in our general account by 2050. In 2022, we shared our global impact agenda, an articulation of our long-standing commitment to empowering health and well-being, driving inclusive economic opportunities, and accelerating a sustainable future. Staying true to our mission through our impact agenda is how we will create long-term value for our business, our communities, and the planet. It's how we all win.

In recognition of our continued and strengthening commitment to sustainable performance, we were once again named to the S&P Dow Jones Sustainability North American Index, one of only seven insurers across North America to be included and within the top 10% of our industry peers globally. I'm tremendously proud of the progress our winning team has made. We've driven great change, delivered for our customers and shareholders, and strengthened a great culture in which all our colleagues can thrive. Our disciplined approach and strong execution of our strategy have helped us remain resilient throughout the pandemic while delivering a record net income in 2022, which is a testament to our strong focus on delivering shareholder value as a team. In closing, I'd like to first acknowledge and thank each of my Manulife colleagues around the world for their contributions to our many accomplishments. I'm honored to lead our winning team.

I also have the privilege of acknowledging our former chairman, John Cassaday , and thanking him on behalf of our team for his 30 years of service as a member of our board of directors, including the past five as chairman. During this time, John has made invaluable contributions to our growth and in helping us to become the company that we are today. On a personal note, I've appreciated his support and counsel throughout my tenure. Thank you, John. With John's departure, I also have the privilege of welcoming our incoming chair, Don Lindsay. As a long-standing member of our board, Don has a deep knowledge of our business, and I look forward to working even more closely with him in the years ahead. I'd also like to thank you, my fellow shareholders and customers, for the trust that you've extended to me and to our team.

Between 2017 and 2022, we grew our common share dividend by 10% per year on average, and we've also shared that our board approved an increase of 11% that started in March of this year. Our team is confident that our all-weather strategy, diverse business model, and considerable financial strength and flexibility position us well to win and deliver in 2023 and beyond. We will continue to work diligently to execute against our strategic priorities as we build the future of insurance and asset management, always keeping our mission and our values at the heart of all that we do. As we continue to help make decisions easier and lives better, we look forward to keeping you updated on our progress. Thank you. We have an opportunity to leave a legacy and to do what others think is impossible and make it possible. That's our opportunity. Let's be extraordinary.

Five years ago, we embarked on a journey to transform Manulife into the most digital centric global company in our industry. From 2018 to 2022, we invested nearly $1 billion in digital capabilities. We reduced group benefits claims processing times by 60% in Canada last year and increased adoption of ePOS in Asia by 15 percentage points. We accelerated on our five strategic priorities to achieve our bold ambition. In 2022, our disciplined approach led to strong deliverables: a record net income of $7.3 billion, core earnings of $6.2 billion, new business value of $2.1 billion, GWAM net inflows of $3.3 billion, plus 1 million new customers. This ensures we continue to deliver for our customers and shareholders. Since 2018, we freed up $9 billion of cumulative capital benefits. In 2022, we released $2.5 billion of capital and bought back 4.1% of our common shares.

We offered eligible John Hancock Vitality Life Insurance customers access to GRAIL's multi-cancer early detection tests. As a health and wealth company, we take the long view to create economic return while also addressing the world's societal and environmental challenges. Our global impact agenda empowers health and well-being, drives inclusive economic opportunities, and accelerates a sustainable future. None of this would be possible without our winning team and culture. We have top quartile employee engagement scores in 2020, 2021, and 2022, ranking in the top 6% in engagement survey among global financial and insurance companies. We've come a long way, but we're nowhere near done. We're going to go from great to extraordinary, and we will be undisputed leaders in our industry.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you, Roy, for your remarks, and thank you for your leadership.

There will be a chance to ask Roy questions a little later in the meeting. For now, the annual meeting of shareholders of MFC and the 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 Lise Ann Thomas 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 notice, and the quorum requirements for the meeting have been complied with. Accordingly, this meeting is properly convened. We will now table the following items: the 2022 consolidated financial statements of MFC and of MLI, as well as the reports of the auditor and the actuary on these documents.

The 2022 consolidated financial statements of MFC were sent to the shareholders in accordance with the Insurance Companies Act and applicable securities legislation, and the 2022 consolidated financial statements of MLI were sent to policyholders in accordance with the Insurance Companies Act. The information for participating policyholders and MLI, which includes summaries of the participating policyholder dividend policy and the participating account management policy, can be found in the 2022 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? Questions here in the room, please. Not seeing any. Antonella, do we have any questions online on the financial statements or the information for participating policyholders of MLI?

Operator

We have not received any questions on this matter. Okay.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

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. To the extent 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 and policyholders, proxy holders that join the meeting here in person will see the resolutions to be voted on displayed on the screen in the room.

To vote, click on 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 be automatically submitted for our scrutineers to include in the vote tabulation, and votes may be changed until the voting is closed on that matter. Scrutineers will collect ballots for those who are voting in person here in the room. For online shareholders, policyholders, and proxy holders, once voting for a particular matter is closed and we move on to the next item of business, the screen will change to show the next item of business, and you will no longer be able to vote on the previous matter.

If you have not voted in advance of the meeting and you do not press one of four withhold or against or abstain 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 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 on at this meeting.

To facilitate 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 the 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, and 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 12. If you have 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. All nominated directors were elected at our 2022 meeting.

Cheryl Holmes, an employee and proxy holder, has agreed to move this resolution.

Cheryl Holmes
Employee and Proxy Holder, Manulife Financial Corporation

Mr. Chair, I am pleased to nominate the 12 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 shareholders of MFC or until their successors are elected or appointed.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

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

Operator

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 in person, please mark your ballot for the election of directors of MFC. We're just giving a few seconds to allow people to vote.

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 12. There will be five policyholder directors and seven 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. Cheryl Holmes, an employee and proxy holder, has agreed to move this resolution.

Cheryl Holmes
Employee and Proxy Holder, Manulife Financial Corporation

Mr. Chair, I am 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.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

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

Operator

No online questions.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Okay. 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 just give it a few seconds to allow people to complete their voting. 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 seven 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 and 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. Devon Johnson, an employee and proxy holder, has agreed to move this resolution.

Devon Johnson
Employee and Proxy Holder, Manulife Financial Corporation

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, Devon. Cheryl Holmes, an employee and proxy holder, has agreed to second this motion.

Cheryl Holmes
Employee and Proxy Holder, Manulife Financial Corporation

Mr. Chair, I second the motion.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

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

Operator

No online questions.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you. For shareholders, policyholders, and proxy holders online, please vote online for the appointment of the auditors of MFC and MLI. For shareholders, policyholders, and proxy holders here in person, please mark your ballot for the appointment of the auditors of MFC and MLI.

We'll give that a few seconds. 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 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. Devon Johnson, an employee and proxy holder, has agreed to move this resolution.

Devon Johnson
Employee and Proxy Holder, Manulife Financial Corporation

Mr. Chair, I move that the advisory resolution to accept MFC's approach to executive compensation as set out on page 13 of the proxy circular be approved.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you, Devon. Cheryl Holmes, an employee and proxy holder, agreed to second this motion.

Cheryl Holmes
Employee and Proxy Holder, Manulife Financial Corporation

Mr. Chair, I second the motion.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you, Cheryl. Now, do we have any questions on the advisory resolution on MFC's approach to executive compensation here in the room? Seeing none. Antonella, have we received any questions online on the advisory resolution? No online questions. Thank you. For shareholders and proxy holders online, please vote 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.

We'll just give that a little bit of time for voting to be completed. Okay. Voting is now closed as it relates to the approval of the advisory resolution on MFC's approach to executive compensation. For shareholders, policy holders, and proxy holders here in person, the scrutineers will now collect the ballots. We'll just wait a few moments for all the ballots to be collected. Okay. Thank you. The scrutineers have prepared their preliminary report, and Antonella Deo will now present the preliminary results of the votes. On the election of directors of MFC, all director nominees received at least 95% of the votes cast in favor. Thank you. I declare that all 12 director nominees have been elected as directors of MFC.

Operator

On the election of policyholder directors of MLI, all policyholder director nominees received at least 92% of the votes cast in favor. Thank you.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

I declare that all five nominees have been elected as policyholder directors of MLI.

Operator

On the appointment of auditors for both MFC and MLI, more than 92% of the votes were cast in favor of the appointment of Ernst & Young as auditor. Thank you. 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 77% voted for and less than 23% voted against.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you. I declare that the shareholders have accepted Manulife's approach to executive compensation. I want to thank the shareholders for your votes. I would like to speak for a moment with you about the results of our advisory resolution for executive compensation approach. MFC supports this process and values shareholder input.

I have to say we are disappointed with these results, and we are committed to engaging with shareholders and taking action with respect to Manulife's executive compensation program. As this is an advisory vote and not meant to diminish the role and the responsibilities of the board, the board will take this vote into account and examine the underlying issues in reviewing Manulife's executive compensation program. This will include seeking continued feedback from shareholders, particularly those that voted against the advisory resolution, when considering our compensation policies, procedures, and decisions. 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.

In closing, your board would like to acknowledge Roy and the executive leadership team for their commitment to delivering another year of resilient results against the backdrop of an unpredictable macroeconomic environment and the continued impacts of an unprecedented global pandemic. We also want to thank each of our Manulife colleagues around the world whose commitment to our customers and our values and to each other remains an inspiration. Finally, thank you to our fellow shareholders and policyholders for the trust that you have placed in us, for your support, and for your candid feedback. We will now turn to the Q&A section. As a reminder for shareholders, policyholders, and proxy holders online, to be able to ask questions during the meeting, you had to have joined the meeting by entering your control number at the registration screen.

To ask a question, you can click on the messaging button on the screen and enter your question in the text box and click the send button. We will receive the questions, and we will read them for all to hear. You can also 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 then immediately 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 unmute your line at that time.

For shareholders, policyholders, and proxy holders in person here in the room, 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're 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 all policyholders and should not be offensive or should not be of a personal nature.

If your question does relate to a personal matter or is received after the Q&A period ends, we will contact you following the meeting to follow up on your question. If you are attending the meeting here in person, we will direct you to a customer service representative. With that as background, do we have any questions? Yes, sir. Good afternoon.

Paul Morello
Shareholder, Manulife Financial Corporation

Good morning. My name is Paul Morello, M-O-R-E-L-L-O. Mr. Gori, did I hear correctly when you said in your speech there, "How we all win"? Sorry. Is that yes?

Roy Gori
President and CEO, Manulife Financial Corporation

Absolutely. Okay.

Paul Morello
Shareholder, Manulife Financial Corporation

I am on the record there. Sorry. You stand behind those words?

Roy Gori
President and CEO, Manulife Financial Corporation

Of course.

Paul Morello
Shareholder, Manulife Financial Corporation

Manulife stands behind or sorry, John Hancock Manulife stands behind those words. Can you hear me, please?

Roy Gori
President and CEO, Manulife Financial Corporation

Yes, I do.

Paul Morello
Shareholder, Manulife Financial Corporation

Good. Can I read the case of Manulife versus Ward 2007?

The judge used the following words with respect to John Hancock Manulife: bully tactics, low blow, bad faith. To quote the judge in this case, "It is obvious that the actuaries of Manulife did not respect their code of ethics, which required them to use prudent assumptions. However, none of the actuaries were sanctioned by the Canadian Institute of Actuaries.

It is therefore not surprising that these actuaries use the same practice to mislead advisors and the public in order to promote their sales of Universal Life. In the case of Atchison versus Manulife 2002, to quote the judge, "I conclude that Manulife acted unconscientiously towards a plaintiff, thereby breaching its code—sorry, breaching its duty of fairness and good faith toward her, which resulted—excuse me, I don't do this very often—which contact resulted in the fraudulent concealment of her action in this matter." Now, in those two cases, I was here years ago, and you referred or someone referred me to a gentleman who could be out back who used those tactics against us. We are out millions of dollars because of John Hancock's—you said at the beginning, "We all win." We don't all win, sir. I've lost millions of dollars through—okay. I've lost millions of dollars.

John Hancock and RBC Manulife sold me a product they knew would fail and was totally inappropriate for their needs. For example, they recommended—this is off case now—$3 million of Whole Life, where Whole Life's generally working for funeral expenses. John Hancock Manulife misrepresented the number of payments and the punitive medical ratings, excuse me, in their sales documents. In our opinion, not only have John Hancock Manulife broken their old code of conduct, but they also have broken the Financial Services Commission material guidelines.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Sir, as we're coming to the three-minute limit, could I ask you to quote the judge? Okay.

Paul Morello
Shareholder, Manulife Financial Corporation

My two questions are—it's a million dollars a minute now we're talking about out of my pocket, okay?

Why does John Hancock Manulife insure retirement program document worth millions of dollars sold to us by RBC who kept no records not match the John Hancock Manulife contract in every possible way to the ruin of our retirement? We've got nothing. I'm 70 years old. Is John Hancock Manulife responsible for the promises and statements made in their sales literature to entice the potential clients to buy their products? Just for one second—it'll take me 20 seconds to do this—this is the document that John Hancock Manulife said did not exist and sold to me.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you for your question, sir.

I'll let Roy make a quick comment, but then I think this is what we would think of as something of a personal nature, and we'll refer you to their customer representative.

Paul Morello
Shareholder, Manulife Financial Corporation

I'll back up. Last time it was the same guy as before. He's Stonewall. He gave us the same bullying tactics. Stonewall tactics to guide this.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Sir, we're going to have to move on. Thank you very much.

Paul Morello
Shareholder, Manulife Financial Corporation

Thank you, Don.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Any questions online at this time, Antonella? No?

Operator

We have received questions of a personal nature that will be referred to management after the meeting.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Okay. Thank you. Any other questions in the room here at this time? Sorry, but please go ahead.

Paul Dernan
Shareholder, Manulife Financial Corporation

Okay. I'm Paul Dernan from Burlington, a shareholder. First of all, I am aware that this is an underachieving stock relative to your peers, and it seems to be continuing.

Anyway, that's not my question. My question is, as you are aware, we've had seven or eight interest rate increases in the last year and a half, which has been unsettling for many markets. Now, can we go to page 140, which is the balance sheet for this company? The second one down is debt securities, and I see that their value from last year to this year has fallen from $224 million down to $203 million. I'm sure that in that mix is quite a few bonds that were taken out when rates were quite a bit lower than right now, i.e., a year and a half ago or two years or three years ago. I was at the Canada Life meeting yesterday, and they have a similar number on their balance sheet.

Has this created a bind for this company in terms of liquidity in bonds? Now, a couple of issues ago in Barron's, Bank of America said they lost $9 billion on their bonds. And then they answered back, "Well, they're not for sale. You're going to wait out a time when rates come back down and those bonds go back up again." We can't know for sure exactly what future rates look like, but have you people been kind of squeezed a bit on this whole matter? Go ahead.

Roy Gori
President and CEO, Manulife Financial Corporation

Yeah. Thank you for the question. Let me address that. Firstly, what we as an organization have done since 2008 is reduce significantly our sensitivity to market movements. That includes both equity market movements as well as interest rates. We've done that through a variety of ways, including the use of derivatives.

That is to protect ourselves in the case of significant movements, both in equity markets and interest rates. While we may see some reduction in values that relates to parts of our portfolio, it is more often than not offset by changes in our derivatives that mitigate those impacts. Generally, for an insurance company like ours, we actually benefit from higher rates, and that comes through a higher economic value of our portfolio. Generally, what I would leave you with is that while you may look at one particular item on our balance sheet and see that the value has reduced, the economic value to our organization as it relates to rates is actually greater as a result of interest rates.

Finally, to your point on liquidity, this is something that we spend considerable time on and is a huge focus for our risk and liquidity management teams and is top of mind as we navigate uncertain markets and environments, as we've seen not only over the last three years, but we'll continue to see.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you. Any further questions here in the room? Thank you. Go ahead. Can everybody hear me?

Kyra Bell-Pasht
Director of Research and Policy, Investors for Paris Compliance

Yes. There we go. My name is Kyra Bell- Pasht, and I am a proxy holder and Director of Research and Policy at Investors for Paris Compliance. Rather than a question, I will be making a supporting and encouraging comment to the board while I have the opportunity. Investors for Paris Compliance would like to recognize the quality of engagement we have participated in with your sustainability team. Thank you.

We would also like to recognize the progress in emissions reporting and in setting interim targets and in developing initial core investment policy associated with some of your general account. This coming year, we look forward to seeing evidence of Manulife operationalizing these emissions reduction targetsg We also look forward to seeing these critical climate actions extend to the remaining portions of your general account and the assets you manage on behalf of third parties. There is my brief comment: encouraging, supporting, and we look forward to another year of productive engagement with your sustainability team. Good luck.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you very much for your comment, your support, and your input. It's certainly an area that's of vital interest and very, very important to all of us, and we will continue to have a very important focus on it. Thank you. Other questions?

Kevin Feeney
Shareholder, Manulife Financial Corporation

Yes, sir. I'm Kevin Feeney.

I'm a shareholder, and I was just looking at your financial statements on page 141, and I wondered if someone could explain something to us. There's an item in here called investment income Note four, and it appears to show a loss of $45.077 billion. I wonder, could someone explain what that is and why shouldn't we be worried? Thanks.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Thank you for your question. Back to Roy and Phil. Good.

Phil Witherington
CFO, Manulife Financial Corporation

Thank you for your question. I'm happy to take that. During 2022, we saw quite notable increases in the interest rate environment, and what that creates on fixed income assets, similar to the question earlier, it creates unrealized losses on those assets. I would like to point out that our asset liability management strategy is such that we match the currency and duration of our liabilities with the currency and duration of our assets.

As Roy said earlier, when there is a gap, we reflect that gap with the use of derivatives so that we're not subject to material exposure arising from the impact of interest rates. What you're seeing in the Consolidated Statement of Income with a reference to the investment notes note four is the impact of the realized and unrealized asset movements without the offset of the corresponding liabilities. When you look at it on a net basis, the impact is immaterial. Thank you for the question.

Don Lindsay
Chair of the Board, Manulife Financial Corporation

Okay. Any further questions here in the room? One over there. Go ahead. Oh, okay. No question over there. Any other questions? I see there are no questions on the line. If there are no further questions, this does conclude our meeting.

I want to say thank you to all of you attending, both online and here in person, and we thank you for your continued interest, and we very much value your input. We look forward to seeing you again next year. Thank you.

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