Executive Compensation What we do Compensation aligned with long-term shareholder value • most executive compensation is directly affected by our share price and the value of our performance share units is based in part on relative TSR • the annual incentive plan incorporates measures tied to our future success • equity ownership guidelines, clawback provisions, stock option exercise restrictions and our code of business conduct and ethics discourages executives from taking undue risk Compensation aligned with business strategy • incentive compensation is tied to the achievement of key performance measures, prudently balancing time horizons and performance perspectives • performance measures are tied directly to our business strategy, environmental, social and governance objectives and shareholder value Compensation and performance benchmarked against peer companies • executive pay is benchmarked against our compensation peer group Compensation aligned with good governance practices • compensation is aligned with the Financial Stability Board’s Principles for Sound Compensation Practices • employees must annually certify compliance with our code of business conduct and ethics • management resources and compensation committee receives independent advice • shareholders have a say on executive pay • we engage with shareholders about our executive compensation program • employee engagement and diversity and inclusion initiatives have an impact on compensation Compensation aligned with risk management objectives • incentive compensation for heads of control functions is based on measures that are not directly linked to the business they oversee • we stress test compensation plan designs • the CEO and CFO must hold Manulife equity for one year after leaving Manulife • executive compensation clawed back for wrongdoing, even when a financial restatement is not required • the CRO and the risk committee review the alignment of compensation plans with risk management objectives • incentive compensation for material risk takers considers feedback from internal audit, compliance and risk management What we don’t do No grossing up of perquisites No repricing or backdating of stock options No hedging or monetizing of equity awards No multi-year guarantees in employment agreements No severance of more than two years on termination following a change in control No single-trigger change in control 2023 Management information circular 49