Message from the Chair Don Lindsay Chair of the Management Resources and Compensation Committee The board is encouraged by Manulife’s resilience in 2022. Despite difficult market conditions that, in particular, had an impact on our Global WAM and Asia businesses, we continued to make progress on our strategic priorities, reduced our go-forward risk profile and significantly expanded our environmental, social and governance (ESG) investment offerings. While our overall financial performance fell short of the ambitious targets we set out at the beginning of 2022, we delivered solid financial results and our 2022 total shareholder return (TSR) was in line with our performance peers and higher than the S&P/TSX Composite and Composite Financials indices. We recognize that our longer term TSR has fallen short of our expectations. Overall, the committee is pleased with the alignment between our executive compensation outcomes and our company’s performance in 2022 and over the longer-term. Business performance and compensation Compensation highlights outcomes • The 2022 annual incentive was funded at 87% The 2022 annual incentive was funded at 87% for for the named executives, reflecting challenging the executive leadership team, including our macroeconomic conditions (see page 57) named executives, reflecting lower than target • The 2020 performance share unit awards core earnings and new business value. We vested in March 2023 at 78% of target (see delivered record net income for 2022 and our page 65) performance against the objectives in our strategic priorities exceeded target, particularly for portfolio optimization and high performing team with the strong progress made against our ESG commitments covering diversity, equity and inclusion, employee engagement and climate action. The 2020 performance share unit (PSU) awards vested in March 2023 at 78%, reflecting solid performance in our book value per share metric, but below target performance in our core ROE and relative TSR metrics. The performance criteria for these awards were established before the pandemic in late 2019 and were not adjusted in any way for the impact of COVID-19. We continue to believe that our executive compensation program provides appropriate incentive for our executive leadership team to take actions that will drive strong business performance, and ultimately create long-term shareholder value. Evolving our executive compensation program and reflecting IFRS 17 We did not make any changes to our executive compensation program for 2022, and have not made any substantial changes to our annual incentive plan since 2017. However, as I shared in my letter in last year’s proxy circular, in 2022 we spent significant time reviewing our compensation plans with the goal of simplifying the design, responding to shareholder feedback, ensuring that the measures were driving the desired actions by our senior executives, and adapting to changes as a result of IFRS 17 (an accounting standard change for 2023). We approved the following weightings for our annual incentive program scorecard for 2023: • 40% weighting on core earnings per share, tying our executives to a key financial measure of operating performance • 30% weighting on new business value, ensuring that growing our business continues to be a priority • 10% weighting on customer metrics (net promoter score and straight-through processing), to drive an even greater focus on our ambition of being the most digital, customer-centric global company in our industry • 20% continued weighting on performance against our five strategic priorities and ESG commitments. 40 Manulife Financial Corporation
