An anonymous director reports

MANULIFE ANNOUNCES NORMAL COURSE ISSUER BID

Manulife Financial Corp. has received approval from the Toronto Stock Exchange for its previously announced normal course issuer bid (NCIB) permitting the purchase for cancellation of up to 50 million of its common shares, representing approximately 2.8 per cent of Manulife's issued and outstanding common shares. As at Feb. 12, 2024, Manulife had 1,806,733,528 common shares issued and outstanding. The Office of the Superintendent of Financial Institutions Canada previously approved the NCIB. Under the NCIB, Manulife may purchase up to 1,521,140 of its common shares on the TSX during any trading day, which represents 25 per cent of the average daily trading volume of 6,084,560 common shares on the TSX for the six months ended Jan. 31, 2024, subject to TSX rules permitting block purchases. Purchases under the NCIB may commence through the TSX on Feb. 23, 2024, and continue until Feb. 22, 2025, when the NCIB expires, or such earlier date as Manulife completes its purchases.

Having an NCIB in place will provide Manulife with the flexibility to purchase common shares as part of its capital management strategy which is designed to maintain healthy regulatory capital ratios while balancing the objective of generating shareholder value. In addition, Manulife intends to repurchase shares in order to mitigate the impact on diluted earnings per share and core earnings per share from a previously announced reinsurance transaction that is expected to close by the end of February, 2024.

Purchases under the NCIB may be made through the facilities of the TSX, the New York Stock Exchange, and alternative trading systems in Canada and the United States at market prices prevailing at the time of purchase or such other price as may be permitted. All common shares acquired by Manulife under the NCIB will be cancelled. Repurchases will be subject to compliance with applicable Canadian securities laws and United States federal securities laws.

In addition, Manulife may undertake repurchases of its common shares outside of Canada and the United States in compliance with applicable laws. Subject to regulatory approval, Manulife may also acquire common shares directly from other holders by way of private agreement pursuant to issuer bid exemption orders issued by applicable securities regulatory authorities. Any private purchase made under an exemption order issued by a securities regulatory authority will generally be at a discount to the prevailing market price. Manulife may also enter into derivative-based programs in support of its repurchase activities, including the writing of put options and forward purchase agreements, accelerated share repurchase transactions, other equity contracts or use other methods of acquiring shares, in each case subject to regulatory approval and on such terms and at such times as shall be permitted by applicable securities laws. The total number of common shares repurchased under the NCIB and all other potential arrangements will not exceed 50 million common shares.

Manulife has entered into an automatic share repurchase plan under which its designated broker will repurchase Manulife's common shares pursuant to the NCIB. The actual number of common shares purchased under the automatic plan, the timing of such purchases and the price at which common shares are purchased will depend upon future market conditions. The automatic plan, which was precleared by the TSX, provides for the potential repurchase of common shares at any time, including when Manulife ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise.

About Manulife Financial Corp.

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