Executive Compensation Canadian executives can no longer exchange restricted share units and performance share units that are granted after 2015, in accordance with a change in Canadian tax rulings. Instead, to promote longer term equity ownership, Canadian executives can choose to receive deferred share units instead of restricted share units as long as they make this choice prior to the grant. About the deferred compensation account Some U.S. executives can defer up to 90% of their base salary and some or all of their annual incentive and vested restricted share units into a deferred compensation account. The money must remain in the account for at least three years and is adjusted as though the funds had been invested in one or more investment options designated by Manulife and selected by the executive. On withdrawal, the executive can take the cash either in a lump sum or in annual instalments. Securities authorized for issue under equity compensation plans The table below shows the total number of securities to be issued and available for issue under our equity compensation plans as at December 31, 2022: Number of securities to Weighted average Number of securities be issued upon exercise of exercise price of remaining available for of outstanding options, outstanding options, future issuance under warrants and rights warrants and rights equity plans Equity compensation plans approved 20,196,742 22.42 6,475,414 by security holders This table tells you about our plans and their status as at December 31, 2022: Executive stock option plan The executive stock option plan was approved by shareholders at the 2000 annual and special meeting. Deferred share units, share appreciation rights, restricted shares and performance awards can also be granted under the executive stock option plan. We need shareholder approval to make changes to the plan. Maximum number of common shares that may be issued 73,600,000 • as a % of common shares outstanding 3.9% Maximum number of common shares that may be issued (% of outstanding common shares that cannot be exceeded) • to any one participant, or 5% • to insiders as a whole 10% Total number of common shares that have been issued in respect of stock options and deferred share units 47,199,528 • as a % of common shares outstanding 2.5% Stock plan for non-employee directors The stock plan for non-employee directors was approved by shareholders at the 2001 annual and special meeting. Deferred share units can also be granted under the stock plan. We need shareholder approval to make changes to the plan. Maximum number of common shares that may be issued 1,000,000 • as a % of common shares outstanding less than 0.1% Maximum number of common shares that may be issued (% of outstanding common shares that cannot be exceeded) • to any one participant, or 5% • to insiders as a whole 10% Total number of common shares that have been issued in respect of deferred share units 728,316 • as a % of common shares outstanding less than 0.1% 2023 Management information circular 91