Notice of annual meeting of

  common shareholders

  You’re invited to attend our 2023 annual meeting

  of common shareholders

  When

   May 11, 2023

   11 a.m. (Eastern time)

  Where

   Manulife Head Office

   200 Bloor Street East

   Toronto, Canada

  How to attend

   Our 2023 annual

   meeting will be held             

   in person at the address

   above and by live

   webcast online at

https://
web.lumiagm.com/
467771061

   Please read the voting

   section starting on

   page 6 for detailed

   information about how to

   attend the meeting, vote

   and ask questions. More

   information and updates

   on how to attend the

   meeting will be made

   available on our website

(https://

www.manulife.com/en/

investors/annual-

meeting.html).

Four items of business

• Receiving the consolidated financial statements and auditors’ reports for the year ended December 31, 2022

• Electing directors

• Appointing the auditors

• Having a say on executive pay

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

Anyone can attend the meeting, but you need to register as a shareholder or proxyholder to vote or ask questions.

By order of the board of directors,

Antonella Deo

Corporate Secretary

March 15, 2023

Don Lindsay

Chair of the Board

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

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

circular means this management information circular

meeting means our annual meeting of common shareholders on May 11, 2023

common shares or shares means common shares of Manulife Financial Corporation

Manufacturers Life means The Manufacturers Life Insurance Company

Sign up for e-delivery

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

Non-registered (beneficial) shareholders

Visit proxyvote.com and enter the control number from your voting instruction form. Select “sign up”
to go paperless.

Registered shareholders and non-registered ownership statement holders

Visit tsxtrust.com/MFCdigital and follow the instructions.

Questions?

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

  Where to find it

Who can vote

6

How to vote

7

What the meeting will cover

12

If you held Manulife common shares as of 5 p.m. (Eastern time) on March 15, 2023 (the record date), you’re entitled to receive notice of, and vote at, our 2023 annual meeting. We had 1,858,297,688 common shares outstanding as of this date and each share carries one vote.

About quorum

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

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

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

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

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

Online as a shareholder

1.  Log in: https://web.lumiagm.com/467771061. The link will be accessible one hour before the meeting start time to allow you to test your connection

2.  Click “I have a control number”

3.  Enter your control number (see pages 7 to 11 for more information)

4.  Enter your password: “manulife2023” (case sensitive)

Online as a guest

1.  Log in: https://web.lumiagm.com/467771061.

2.  Click “I am a guest” and then complete the required fields.

Shareholders and their duly appointed proxyholders will be able to ask questions and vote during the meeting. For more information about how to vote during the meeting and ask questions, please see pages 7 to 10. Additional instructions will be provided at the meeting, as necessary. Questions should be of interest to all shareholders, not personal in nature. If your question relates to a personal matter, we will contact you after the meeting to follow up on your question. If we cannot answer a question during the meeting because of timing or technical limitations, we will follow up with you as soon as practicable after the meeting.

Anyone can attend the meeting as a guest, but guests cannot vote or ask questions.

More information and updates on how to attend the meeting will be available on our website (https://www.manulife.com/en/investors/annual-meeting.html).

See page 11 for important details about voting by proxy.

Registered shareholders and non-registered ownership statement holders

(your package includes a proxy form)

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

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

Vote by proxy

You or your authorized representative must complete the proxy form. If you’re a corporation or other legal entity, your authorized representative must complete the form.

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

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

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

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

Your proxy must be received by 5 p.m. (Eastern time) on May 9, 2023 for your vote to be counted. If you’re mailing your proxy form, be sure to allow enough time for the envelope to be delivered. The deadline for the deposit of proxies can be waived by the Chair of the Board at his discretion, without notice.

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

Vote in person at the meeting

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

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

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

Registered shareholders and non-registered ownership statement holders (continued)

Vote online during the meeting

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

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

On the day of the meeting:

1.  Log in: https://web.lumiagm.com/467771061. The link will be accessible one hour before the meeting start time to allow you to test your connection

2.  Click “I have a control number”

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

4.  Enter your password: “manulife2023” (case sensitive)

5.  Follow the instructions to cast your vote.

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

Changing your vote

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

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

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

Your new proxy must be received by 5 p.m. (Eastern time) on May 9, 2023 for your vote to be counted. If you’re mailing your new proxy form, be sure to allow enough time for the envelope to be delivered.

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

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

Non-registered (beneficial) shareholders

(your package includes a voting instruction form)

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

Vote by proxy

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

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

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

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

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

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

Vote in person at the meeting

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

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

First, appoint yourself as proxyholder by printing your name in the space provided on the voting instruction form. You can also appoint someone else to be your proxyholder (see page 11 for more information). You can do this in one of two ways:

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

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

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

Non-registered (beneficial) shareholders

(continued)

Vote online during the meeting

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

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

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

First, appoint yourself as proxyholder by printing your name in the space provided on the voting instruction form. You can also appoint someone else to be your proxyholder (see page 11 for more information). You can do this in one of two ways:

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

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

Then get a control number by contacting TSX Trust by no later than 5 p.m. (Eastern time) on May 9, 2023. You can do this in one of two ways:

• call 1-866-751-6315 (within North America) or 647-252-9650 (outside of North America), or

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

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

On the day of the meeting:

1.  Log in: https://web.lumiagm.com/467771061. The link will be accessible one hour before the meeting start time to allow you to test your connection

2.  Click “I have a control number”

3.  Enter your control number

4.  Enter your password: “manulife2023” (case sensitive)

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

Changing your vote

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

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

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

More about voting by proxy

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

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

About confidentiality and voting results

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

After the meeting the voting results will be posted on manulife.com, on SEDAR (sedar.com), and on EDGAR (sec.gov/edgar).

are authorizing Mr. Gori or Mr. Lindsay to act as
your proxyholder to vote for you at the meeting according to your instructions.

If you do not indicate on the form how you want to vote your shares, Mr. Gori or Mr. Lindsay will vote:

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

FOR the appointment of Ernst & Young LLP as auditors

FOR the advisory vote on our approach to executive compensation

Questions?

Call the transfer agent in your region if you have any questions or to ask for a new proxy form (see page 5 for details).

Includes the audit of our financial statements as well as the financial statements of our subsidiaries, segregated funds, audits of statutory filings, prospectus services, report on internal controls, reviews of quarterly reports and regulatory filings

Includes consultation concerning financial accounting and reporting standards not classified as audit, due diligence in connection with proposed or consummated transactions and assurance services to report on internal controls for third parties

Includes tax compliance, tax planning and tax advice services

Includes other advisory services

Our auditor independence policy requires the audit committee to pre-approve all audit and permitted non-audit services (including the fees and conditions) the external auditor provides.

If a new service is proposed during the year that is outside the pre-approved categories or budget, it must be pre-approved by the audit committee, or by a member that the committee has appointed to act on its behalf.

The board recommends that you vote FOR the appointment of Ernst & Young as auditors.

4. Having a say on executive pay

(see page 39)

The board believes that executive compensation programs must be sound, fair and competitive with the market and support our strategy and progress.

The board recognizes the increased scrutiny of executive compensation generally and believes that shareholders should have the opportunity to fully understand our compensation objectives,

Audit committee review

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

A comprehensive review was conducted in 2019, covering the five-year period ended December 31, 2018. The 2022 review included an evaluation of the engagement partner and team, their independence, objectivity and the quality of communication and audit work performed. In 2022, the lead partner completed his term and a new lead partner was appointed.

We plan to initiate a tendering process for the audit engagement in 2024 once the adoption of IFRS 17 and first annual audit cycle is complete.

About shareholder proposals and proxy access

Shareholder proposals

We must receive shareholder proposals or nominations under our proxy access policy for our 2024 annual meeting by 5 p.m. (Eastern time) on December 15, 2023 to consider including them in next year’s management information circular. Shareholder proposal submissions must be in writing and meet the requirements of the Insurance Companies Act (Canada), which you can find online at https://laws-lois.justice.gc.ca/eng/acts/I-11.8/index.html. See page 126 for more information on our proxy access policy.

Send your proposal or nomination notice to:

Corporate Secretary

Manulife Financial Corporation

200 Bloor Street East

Toronto, Ontario M4W 1E5

Canada

email: corporate_governance@manulife.com

12

All

healthy debate end effective decision-making

all board committee members are independent

All

63

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

7

3

of the nominated independent directors (64%) are women

of the nominated independent directors (27%) have self-identified as members of a visible minority as defined in the Employment Equity Act (Canada).

Balanced tenure

6.4

years is the average tenure of the nominated
independent directors

  Where to find it

Key things about the board

16

2022 board committee reports

30

Director profiles

18

How we pay our directors

35

Diversity

Our board recognizes the importance of diversity and is committed to fostering diversity at all levels of the organization. The board has a long history of promoting diversity and believes that having highly qualified directors from diverse backgrounds brings different perspectives and experiences to the boardroom, generating healthy discussion and debate and more effective decision-making. See page 129 for more about diversity.

7 of the nominated independent directors (64%) are women

3 of the nominated independent directors (27%) have self-identified as members of a visible minority as defined in the Employment Equity Act (Canada).

Oversight

Our board continued to provide effective oversight and guidance to management throughout the past year and maintained a clear line of sight into significant areas of focus through regular interactions, including the following:

• board and committee meetings, meetings with management, written updates and informal communications, and update calls in months that did not have a regularly scheduled meeting

• expanded the use of board focus groups as a means of taking deep dives on key topics

• leveraged technology to continue to interact with each other and management during board sessions, and gather ongoing feedback to confirm that all directors’ voices were heard

• continued focus on board succession with a comprehensive succession process for the Chair of the Board to achieve an orderly transition, resulting in the appointment of Don Lindsay as Chair of the Board on February 15, 2023

• reviewed committee membership in light of the Chair of the Board succession process, implementing changes to reflect changing circumstances while maintaining effective oversight

• implemented a hybrid meeting schedule with both in-person and virtual meetings to balance the importance of in-person interactions and the flexibility of virtual meetings given the global nature of the board to achieve optimal participation from all directors and to help attract talented directors from across the globe.

1  as defined in the Employment Equity Act (Canada).

In 2022, our independent directors were required to receive at least 50% of the annual board retainer in equity. This increased to US$127,500 (or approximately 55%) on January 1, 2023.The director equity ownership requirement is six times the mandatory equity portion of the annual board retainer.

We require all directors except Mr. Gori to own common shares, preferred shares and/or DSUs with a total market value of at least six times the mandatory equity portion of the annual board retainer. Mr. Gori has separate equity ownership requirements as President and CEO, which he meets (see page 107).

Donald R. Lindsay (Chair)

Vancouver, BC, Canada/Age 64/Independent

Key competencies and experience

•  Finance/Accounting

•  Risk management

•  Talent management/Executive compensation

• Technology/Operations

• Asia experience

• Public company executive/Director

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

Don Lindsay was appointed as Chair of the Board on February 15, 2023.

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

Mr. Lindsay currently serves on the Board of Directors for BC Children’s Hospital Foundation, Alpine Canada, York House School, and is an Honorary Governor of the Royal Ontario Museum. He was Chair of the International Council on Mining and Metals, Chair of the Board of Governors for Mining and Metals at the World Economic Forum, and recently completed his three-year term as Chair of the Business Council of Canada.

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

2022 meeting attendance

Director since

August 2010

Term limit:

2028

2022 votes for: 97.52%

Public company boards (last five years)

• Teck Resources Limited, 2005-2022

Board

8 of 8

100

% 

Board committees

• Management resources and compensation (chair)

• Risk

On February 15, 2023, Don Lindsay joined the corporate governance and nominating committee, also becoming committee chair, and resigned from the risk committee and management resources and compensation committee.

1  As of March 15, 2023, Mr. Lindsay increased his personal MFC common share holdings to 120,000 shares, bringing his total equity holdings to 228, 672. The total value of his holdings, based on the closing price of our common shares on the TSX on February 28, 2023, was $6,169,570.

With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Nicole S. Arnaboldi

Greenwich, CT, U.S.A./Age 64/Independent

Key competencies and experience

•  Finance/Accounting

• Talent management/Executive compensation

•  Insurance/Reinsurance/Investment management

• Asia experience

•  Risk management

• Public company executive/Director

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

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

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

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

2022 meeting attendance

Director since

June 2020

Term limit:

2033

2022 votes for: 99.24%

Public company boards (last five years)

• NextEra Energy, Inc., 2022-present

Board committees

• Audit

• Corporate governance and nominating

On February 15, 2023, Nicole Arnaboldi joined the management resources and compensation committee and became committee chair, joined the risk committee, and resigned from the corporate governance and nominating committee and audit committee.

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

2023

2022

Change

Ms. Arnaboldi joined the board on June 9, 2020. Under the director equity ownership requirements, she is expected to meet the equity ownership requirements within six years of joining the board. With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Guy L.T. Bainbridge

Edinburgh, Midlothian, United Kingdom/Age 62/Independent

Key competencies and experience

•  Finance/Accounting

• Asia experience

•  Insurance/Reinsurance/Investment management

• Public company executive/Director

•  Risk management

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

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

Mr. Bainbridge also serves as the audit committee chair of each of Yorkshire Building Society and ICE Clear Europe Limited (non-public companies). Mr. Bainbridge is a member of the Institute of Chartered Accountants in England and Wales and holds a Master of Arts from the University of Cambridge.

2022 meeting attendance

Director since

August 2019

Term limit:

2032

2022 votes for: 98.33%

Public company boards (last five years)

• None

Board committees

• Audit (chair)

• Corporate governance and nominating

Total value as a

multiple of equity
ownership guideline

2023

2022

Change

Mr. Bainbridge joined the board on August 7, 2019. Under the director equity ownership requirements, he is expected to meet the equity ownership requirements within six years of joining the board. With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Susan F. Dabarno

Bracebridge, ON, Canada/Age 70/Independent

Key competencies and experience

•  Finance/Accounting

• Asia experience

•  Insurance/Reinsurance/Investment management

• Public company executive/Director

•  Talent management/Executive compensation

• Digital transformation/Sales/Marketing

•  Technology/Operations

Ms. Dabarno brings extensive global wealth management and financial services experience to the board, and her roles in various executive capacities and accounting background qualify her to serve on our board and as a member of the risk committee and the management resources and compensation committee.

Susan Dabarno has been a corporate director since 2011. She has extensive wealth management and distribution expertise and served from 2009 to 2010 as Executive Chair, and from 2003 to 2009 as President and Chief Executive Officer, of Richardson Partners Financial Limited, an independent wealth management services firm. Before joining Richardson Partners Financial Limited, Ms. Dabarno was President and Chief Operating Officer at Merrill Lynch Canada Inc.

She is a former director of the Toronto Waterfront Revitalization Corporation (government funded organization) and Bridgepoint Health Foundation (not-for-profit).

Ms. Dabarno is a Fellow of Chartered Professional Accountants (FCPA) and holds a Class II Diploma from McGill University.

2022 meeting attendance

Director since

March 2013

Term limit:

2025

2022 votes for: 99.62%

Public company boards (last five years)

• Cenovus Energy Inc., 2017-2021

Board committees

• Management resources and compensation

• Risk

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

2023

2022

Change

With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Julie E. Dickson

Ottawa, ON, Canada/Age 65/Independent

Key competencies and experience

•  Finance/Accounting

•  Government relations/Public policy/Regulatory

•  Insurance/Reinsurance/Investment management

•  Public company executive/Director

•  Risk management

Ms. Dickson’s extensive financial, risk and regulatory experience qualifies her to serve on our board and as a member of the risk committee and the management resources and compensation committee.

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

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

2022 meeting attendance

Director since August 2019

Term limit:

2032

2022 votes for: 99.58%

Public company boards (last five years)

• None

Board committees

• Management resources and compensation

• Risk

With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Roy Gori (President and Chief Executive Officer)

Toronto, ON, Canada/Age 53/Not independent (management)

Key competencies and experience

•  Finance/Accounting

• Technology/Operations

•  Insurance/Reinsurance/Investment management

• Asia experience

•  Risk management

• Public company executive/Director

•  Talent management/Executive compensation

• Digital transformation/Sales/Marketing

Roy Gori is the President and Chief Executive Officer of Manulife, Canada’s largest insurance company, and one of the largest insurance and asset management companies in the world. Appointed in 2017, Mr. Gori’s tenure as CEO has been marked by the introduction of a clear strategy and values that build on Manulife’s strong foundations to include sharper focus on the customer and a shift to digital innovation, in line with the company’s mission to make customers’ decisions easier, and lives better.

As a champion of diversity, equity and inclusion, Mr. Gori is the Chair of Manulife’s DEI Council. He is also a passionate advocate for health and wellness, promoting the benefits of behavioural insurance through award-winning products like Manulife Vitality and Manulife MOVE.

Mr. Gori joined Manulife as President and Chief Executive Officer for Asia in 2015. In that role, he was responsible for operations in 12 markets across Asia, driving Manulife’s rapidly growing business in the region. Mr. Gori started his career at Citibank in 1989, where he held progressively senior roles and was finally responsible for the company’s Asia Pacific retail business, which included its insurance and wealth management business.

Mr. Gori holds a Bachelor of Economics and Finance from The University of New South Wales, and an MBA from the University of Technology, Sydney. He is a member and on the Board of Directors of the Business Council of Canada, and is a member of the U.S. Business Council, the Geneva Association, and the Mayor of Shanghai’s International Business Leaders’ Advisory Council. A native Australian, Mr. Gori has worked and lived in Sydney, Singapore, Thailand, and Hong Kong, and is now based in Toronto.

Director since

October 2017

Term limit:

applies to independent directors only

2022 votes for: 99.39%

Public company boards (last five years)

• None

Board committees

Tsun-yan Hsieh

Singapore, Singapore/Age 70/Independent

Key competencies and experience

•  Finance/Accounting

•  Talent management/Executive compensation

•  Technology/Operations

•  Asia experience

• Government relations/Public policy/Regulatory

• Public company executive/Director

• Digital transformation/Sales/Marketing

Mr. Hsieh’s extensive management leadership, management consulting and academic experience, combined with his Asia perspective, qualifies him to serve on our board, and as a member of the audit committee and the corporate governance and nominating committee.

Tsun-yan Hsieh is Chairman of LinHart Group PTE Ltd., a firm he founded in 2010 to provide leadership services internationally.

Mr. Hsieh, a resident of Singapore, has extensive consulting experience in business strategy, leadership development and corporate transformation. Mr. Hsieh joined McKinsey & Company in 1980 and was elected a director from 1990 to 2008, when he retired. During his tenure, he served as Managing Director of Canada and ASEAN practices and led McKinsey’s Organization and Leadership Practice globally.

Mr. Hsieh is a director on the following non-public boards: LinHart Group PTE Ltd. and Singapore Health Services Pte. Ltd. He also serves as Provost Chair Professor at the NUS Business School and the Lee Kuan Yew School of Public Policy.

Mr. Hsieh has a Bachelor of Science in Mechanical Engineering from the University of Alberta and an MBA from Harvard Business School.

2022 meeting attendance

Director since October 2011

Term limit:

2024

2022 votes for: 98.83%

Public company boards (last five years)

• Singapore Airlines,
2012-present

Board committees

• Audit

• Corporate governance and nominating

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Vanessa Kanu

Ottawa, ON/Age 45/Independent

Key competencies and experience

•  Finance/Accounting

• Technology/Operations

•  Risk management

• Asia experience

•  Talent management/Executive compensation

• Public company executive/Director

Ms. Kanu’s expertise in public company finance and her extensive leadership experience qualify her to serve on our board and as a member of the audit committee and corporate governance and nominating committee.

Vanessa Kanu is a seasoned finance professional with over 20 years of business experience. Ms. Kanu currently serves as global CFO at TELUS International, responsible for finance operations, including accounting, treasury, taxation, planning and analysis and reporting.

Ms. Kanu currently sits on the board of the Ottawa Hospital Foundation.

Ms. Kanu is a Chartered Accountant in Canada, a Certified Public Accountant in the United States (Illinois), and a member of the Institute of Chartered Accountants of England and Wales. She holds a Bachelor of Science degree in International and Financial Economics from the University of Hull, UK.

2022 meeting attendance

Director since

February 2022

Term limit:

2034

2022 votes for: 98.85%

Public company boards (last five years)

• None

Board committees

• Audit

• Corporate governance and nominating

Year

Common

shares

DSUs

Total common

shares and DSUs

Total
value

Ms. Kanu joined the board on February 28, 2022. Under the director equity ownership requirements, she is expected to meet the equity ownership requirements within six years of joining the board. With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

C. James Prieur

Chicago, IL, U.S.A./Age 71/Independent

Key competencies and experience

•  Finance/Accounting

•  Insurance/Reinsurance/Investment management

•  Risk management

•  Talent management/Executive compensation

• Technology/Operations

• Asia experience

• Public company executive/Director

Mr. Prieur’s strong financial background and his wealth of senior executive experience in the insurance business in Canada, the U.S. and globally qualify him to serve on our board, as a member of the management resources and compensation committee and as chair of the risk committee.

James Prieur has been a corporate director since 2011 and, prior to that time, Mr. Prieur served as Chief Executive Officer and director of CNO Financial Group, Inc. from 2006 until his retirement in 2011. CNO Financial Group is a life insurance holding company focused on the senior middle income market in the U.S. Prior to joining CNO Financial Group, Mr. Prieur was President and Chief Operating Officer of Sun Life Financial, Inc. from 1999 to 2006 where he had previously led operations in Asia, Canada, U.S., and the UK.

He is a member of the President’s Circle of the Chicago Council on Global Affairs, a not-for-profit organization.

Mr. Prieur is a Chartered Financial Analyst and holds an MBA from the Richard Ivey School at Western University and a Bachelor of Arts from the Royal Military College of Canada.

2022 meeting attendance

Director since
January 2013

Term limit:

2025

2022 votes for: 99.60%

Public company boards (last five years)

• Ambac Financial Group, Inc., 2016-2023

• Management resources and compensation

• Risk (chair)

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value

With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Andrea S. Rosen

Toronto, ON, Canada/Age 68/Independent

Key competencies and experience

•  Finance/Accounting

•  Risk management

•  Insurance/Reinsurance/Investment management

• Talent management/Executive compensation

• Public company executive/Director

Ms. Rosen’s experience as a global financial services executive with particular experience in investment banking, wholesale and retail banking, risk management, human resources management and executive compensation qualifies her to serve on our board and as a member of the audit committee and corporate governance and nominating committee.

Andrea Rosen has been a corporate director since 2006. Prior to January 2005, her experience includes more than a decade with TD Bank Financial Group, where she ultimately served as Vice Chair, TD Bank Financial Group and President of TD Canada Trust. Earlier in her career, she held progressively senior positions at Wood Gundy Inc. and was Vice President at Varity Corporation.

She serves on the board of the Institute of Corporate Directors (not-for-profit).

Ms. Rosen has an LLB from Osgoode Hall Law School, an MBA from the Schulich School of Business at York University and a Bachelor of Arts from Yale University.

2022 meeting attendance

Director since

August 2011

Term limit:

2024

2022 votes for: 98.49%

Public company boards (last five years)

• Ceridian HCM Holding Inc., 2018-present

• Element Fleet Management Corp., 2019-present

• Emera Inc.,
2007-present

Board committees

• Audit

• Corporate governance and nominating (chair)

On February 15, 2023, Andrea Rosen resigned as chair of the corporate governance and nominating committee.

With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

May Tan

Hong Kong/Age 67/Independent

Key competencies and experience

•  Finance/Accounting

•  Insurance/Reinsurance/Investment management

•  Risk management

• Talent management/Executive compensation

• Asia experience

• Public company executive/Director

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

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

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

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

2022 meeting attendance

Director since

December 2021

Term limit:

2034

2022 votes for: 99.74%

Public company boards (last five years)

• CLP Holdings Limited 2018-present

• JP Morgan China Growth & Income PLC 2021-present

• Link Management Limited/Link REIT
2013-2022

Board committees

• Management resources and compensation

• Risk

On February 15, 2023, May Tan joined the corporate governance and nominating committee and audit committee, and resigned from the management resources and compensation committee and risk committee.

Ms. Tan joined the board on December 1, 2021. Under the director equity ownership requirements, she is expected to meet the equity ownership requirements within six years of joining the board. With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Leagh E. Turner

Toronto, ON, Canada/Age 51/Independent

Key competencies and experience

•  Risk management

•  Talent management/Executive compensation

•  Technology/Operations

• Asia experience

• Public company executive/Director

• Digital transformation/Sales/Marketing

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

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

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

2022 meeting attendance

Director since November 2020

Term limit:

2033

2022 votes for: 99.32%

Public company boards (last five years)

• Ceridian HCM Holding Inc., 2022-present

Board committees

• Management resources and compensation

• Risk committee

Year

Common

shares

DSUs

Total common

shares and DSUs

Total value as a
multiple of equity
ownership guideline

Ms. Turner joined the board on November 10, 2020. Under the director equity ownership requirements, she is expected to meet the equity ownership requirements within six years of joining the board. With the changes to director compensation that went into effect January 1, 2023, the equity ownership requirement increased to $1,041,089 (US$765,000). The total value as a multiple of equity ownership guideline shown above relates to the guideline in effect for each respective year.

Corporate governance and nominating committee

Membership as of December 31, 2022:* Andrea S. Rosen – Chair

Nicole S. Arnaboldi

Guy L.T. Bainbridge

Joseph P. Caron

John M. Cassaday

Tsun-yan Hsieh

Vanessa Kanu

All members of the corporate governance and nominating committee are independent. The Chair of the Board is also a member. There is cross-membership between the corporate governance and nominating committee and the audit committee.

The committee met five times in 2022. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

On February 15, 2023, Don Lindsay joined the committee and became committee chair, May Tan joined the committee, and Nicole Arnaboldi and John Cassaday resigned from the committee.

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

•  Worked with independent recruitment firm to assist in identifying and recruiting potential candidates based on criteria established by the committee, including a diverse slate of candidates as mandated by the board diversity policy.

•  Maintained and regularly refined the evergreen list of potential director candidates.

•  Led searches to identify new director candidates in line with the board’s overall needs and diversity policy, and led the vetting process.

•  Reviewed the characteristics, experience and expertise necessary for prospective directors to align with Manulife’s ambitions for the future.

•  Considered board diversity in the context of director succession planning and reviewed the board’s diversity policy. Enhanced board diversity policy to provide for gender balance and to reinforce the board’s commitment to diversity beyond gender.

•  Reviewed committee membership and recommended committee appointments for new director.

•  Oversaw the company’s ESG framework, including matters related to climate change. On a regular basis, the committee is updated on relevant climate topics, including our progress against the commitments set out in Manulife’s Climate Action Plan.

•  Reviewed reports on ESG strategy, trends, risks and opportunities.

•  Reviewed ESG reporting, including the company’s 2021 Sustainability Report and key performance indicators, and reviewed stakeholder feedback on the report.

•  Reviewed updates on the company’s sustainability strategy, including the company’s Impact Agenda and direction and areas of focus for the company in this area.

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

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

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

•  Reviewed reports on the company’s virtual annual meeting of shareholders, designed to allow shareholder participation in the pandemic environment.

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

•  Reviewed reports on shareholder feedback.

•  Implemented the assessment process for the board, the committees and chairs of each committee, including peer assessments. Typically, the board also engages in a review to assess the performance and effectiveness of the Chair of the Board in carrying out his mandate. In 2022, in light of the planned transition of the Chair of the Board, the board chair assessment consisted of a deep dive on the attributes and priorities required of the next Chair of the Board to support Manulife in achieving its strategic objectives.

•  Reviewed the director independence policy and recommended updates to the board for approval.

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

•  Assessed the board’s relationship with management.

•  Oversaw the director orientation program, facilitating efficient onboarding of directors to allow for effective oversight.

•  Oversaw the director education agenda and enhanced the director education program with the addition of a requirement that members of the risk committee and corporate governance and nominating committee take at least one externally facilitated session or course on cybersecurity and ESG, respectively, every two years.

Overseeing director

compensation

•  Continued review, involving an independent consultant, of director compensation, including an overview of best practices, industry trends and peer benchmarking.

•  Recommended the approval of a slight increase to the annual retainer in 2023, to be received entirely in equity, to align with market

Membership as of December 31, 2022:*

Guy L.T. Bainbridge – Chair

Nicole S. Arnaboldi

Joseph P. Caron

Tsun-yan Hsieh

Vanessa Kanu

Andrea S. Rosen

The audit committee and the board have determined that all members of the committee in 2022 are independent, financially literate and that Guy Bainbridge, Nicole Arnaboldi, Tsun-yan Hsieh, Vanessa Kanu and Andrea Rosen qualify as audit committee financial experts under the Sarbanes-Oxley Act of 2002. All of the members also meet additional independence standards for audit committees under applicable U.S. and Canadian laws and securities exchange rules. The committee also serves as the company’s conduct review committee. There is cross-membership between the audit committee and the corporate governance and nominating committee, and the committee holds a joint meeting with the risk committee at least once a year.

The committee met five times in 2022, including one joint meeting with the risk committee. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

On February 15, 2023, May Tan joined the committee and Nicole Arnaboldi resigned from the committee. The audit committee and the board have determined that Ms. Tan is independent, financially literate, that she qualifies as an audit committee financial expert under the Sarbanes-Oxley Act of 2002, and that she also meets additional independence standards for audit committees under applicable U.S. and Canadian laws and securities exchange rules.

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

• Received frequent updates and reviewed key matters related to the implementation of IFRS 17.

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

• Considered auditor tenure and the engagement of the external auditors, including the planned initiation of a tendering process for the external audit engagement once the adoption of IFRS 17 and first annual audit cycle is complete.

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

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

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

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

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

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

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

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

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

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

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

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

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

• Oversaw procedures for handling complaints.

Monitoring arrangements

with related parties and

transactions that could have

a material impact on our

stability or solvency

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

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

Membership as of December 31, 2022:*

Donald R. Lindsay – Chair

Susan F. Dabarno

Julie E. Dickson

C. James Prieur

May Tan

Leagh E. Turner

All members of the management resources and compensation committee in 2022 are independent and meet the additional independence standards set out in our director independence policy in compliance with applicable securities exchange rules. A majority of the members have finance, talent management and executive compensation, and risk management experience. There is cross-membership between the management resources and compensation committee and the risk committee.

The committee met five times in 2022. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

On February 15, 2023, Nicole Arnaboldi joined the committee and became committee chair, and Don Lindsay and May Tan resigned from the committee. Ms. Arnaboldi meets the additional independence standards set out in our director independence policy in compliance with applicable securities exchange rules.

• Reviewed the 2022 compensation program and recommended the 2023 compensation program to the board for approval.

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

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

• Received frequent updates on the company’s response to the pandemic in relation to the health and well-being of employees.

• Reviewed reports on talent management and diversity.

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

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

• Completed succession planning reviews of the CEO and senior executive roles.

• Provided oversight of the vetting process for executive appointments.

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

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

• Reviewed the company’s compensation peer group.

• Considered the feedback from shareholder engagement meetings regarding compensation programs.

• Reviewed reports of the independent consultant on compensation matters.

• Reviewed the performance and independence of the independent consultant.

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

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

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

Membership as of December 31, 2022:*

C. James Prieur – Chair

Susan F. Dabarno

Julie E. Dickson

Donald R. Lindsay

May Tan

Leagh E. Turner

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

The committee met five times in 2022, including one joint meeting with the audit committee. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

On February 15, 2023, Nicole Arnaboldi joined the committee, and May Tan and Don Lindsay resigned from the committee.

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

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

• Reviewed reports on capital targets and ratios.

• Reviewed the company’s information services risk management program, including reports at each meeting on cyber security risks, mitigation and resilience, and engaged in discussions regarding the effectiveness of the program and controls for identifying and addressing the related risks.

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

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

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

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

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

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

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

We structure director compensation with three goals in mind:

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

• to align directors’ interests with those of our shareholders

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

The table on page 36 shows the director fee schedule for services provided to Manulife and Manufacturers Life in 2022. Fees are divided equally between the two companies.

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

Key features of the director compensation structure:

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

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

• For 2022, directors were required to receive at least 50% (US$102,500) of their board retainer in equity, even after they had met their equity ownership requirement. This increased to US$127,500 (approximately 55% of the board retainer) on January 1, 2023.

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

Market or payout value of

vested share-based awards

not paid out or distributed