Where to find it About the meeting Compensation oversight 103 Who can vote 6 How the board oversees executive 103 How to vote 7 compensation What the meeting will cover 12 Managing compensation risk 105 About the directors The decision-making process 108 Compensation of employees who have a 110 Key things about the board 16 material impact on risk Director profiles 18 Governance at Manulife 2022 board committee reports 30 About the Manulife board 115 How we pay our directors 35 Board committees 118 Executive compensation Board roles and responsibilities 118 Message from the Chair 40 Subsidiary governance 126 Compensation discussion and 42 Serving as a director 127 Analysis Serving on other boards 127 Executive summary 42 Integrity 127 Our compensation philosophy 48 Equity ownership 127 Benchmarking against our peers 50 Term limits 127 Our compensation program and 52 Independence 128 2022 performance Board succession and diversity 129 Compensation of the named 67 Skills and experience 130 executives Share performance 84 Director development 132 Assessment 133 Executive compensation details 86 Other information Summary compensation table 86 Equity compensation 88 ESG at Manulife 135 Retirement benefits 92 Liability insurance 136 Termination and change in control 98 Loans to directors and officers 136 benefits Directors’ approval 136 This symbol tells you where you can find more information 4 Manulife Financial Corporation