About the Meeting Our auditor independence policy requires the Audit committee review audit committee to pre-approve all audit and The audit committee conducts a formal review permitted non-audit services (including the fees of the external auditors every year, and a more and conditions) the external auditor provides. comprehensive review every five years. These If a new service is proposed during the year that is reviews are based on recommendations by the outside the pre-approved categories or budget, it Chartered Professional Accountants of Canada must be pre-approved by the audit committee, or (CPA Canada) and the Canadian Public by a member that the committee has appointed to Accountability Board to assist the audit act on its behalf. committee in their oversight duties. A comprehensive review was conducted in The board recommends that you vote FOR the 2019, covering the five-year period ended appointment of Ernst & Young as auditors. December 31, 2018. The 2022 review included an evaluation of the engagement 4. Having a say on executive pay partner and team, their independence, (see page 39) objectivity and the quality of communication The board believes that executive compensation and audit work performed. In 2022, the lead programs must be sound, fair and competitive partner completed his term and a new lead with the market and support our strategy and partner was appointed. progress. We plan to initiate a tendering process for the The board recognizes the increased scrutiny of audit engagement in 2024 once the adoption executive compensation generally and believes of IFRS 17 and first annual audit cycle is that shareholders should have the opportunity to complete. fully understand our compensation objectives, philosophy and principles, and have a say on our approach to executive compensation. As a result, we’re asking you to vote on the following resolution: Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2023 annual meeting of common shareholders of Manulife Financial Corporation. This is an advisory vote, so the results are not binding. The board will, however, take the results into account, together with feedback received from other shareholder engagement activities, when making decisions about compensation policies, procedures and executive pay in the future. We discuss our executive compensation program and the impact our performance had on executive compensation for 2022 in detail starting on page 40. This disclosure has been approved by the board on the recommendation of the management resources and compensation committee. The board recommends that you vote FOR our approach to executive compensation. 2023 Management information circular 13