At Sun Life, we believe that being accountable for the impact of our operations on the environment is one part of building sustainable, healthier communities for life. The adoption of “Notice and Access” to deliver this circular to our shareholders has resulted in signifcant cost savings as well as the following environmental savings: 535 35 lbs 249,750 16,720 lbs 46,050 lbs 249 mil. BTUs Trees water gallons of solid waste greenhouse of total pollutants water gases energy This circular is printed on FSC® certifed paper. The fbre used in the manufacture of the paper stock comes from well-managed forests and controlled sources. The greenhouse gas emissions associated with the production, distribution and paper lifecycle of this circular have been calculated and offset by Carbonzero. 2020 SUN LIFE FINANCIAL INC. Being a sustainable company is essential to our overall business success. Learn more at sunlife.com/sustainability 1 York Street, Toronto Ontario Canada M5J 0B6 NOTICE OF ANNUAL MEETING sunlife.com OF COMMON SHAREHOLDERS MIC-01-2020 May 5, 2020 MANAGEMENT INFORMATION CIRCULAR M20-009_MIC_Covers_E_2020.indd All Pages 2020-03-10 10:25 AM Contents Letter to shareholders .................................................................................................1 Notice of our 2020 annual meeting ............................................................................2 Management Information Circular ..............................................................................3 Delivery of meeting materials ...........................................................................................3 Š Notice and access .......................................................................................................3 Our 2020 annual meeting .................................................................................................5 Š Voting ...........................................................................................................................5 Š Director nominees at a glance...................................................................................9 Š The auditor ................................................................................................................17 Š Non-binding advisory vote on approach to executive compensation ...............18 Corporate governance practices ....................................................................................19 Š Governance at a glance............................................................................................19 Š Strong Culture ...........................................................................................................20 Š The board of directors..............................................................................................21 Š Shareholder engagement and communications ...................................................31 Š Shareholder proposals..............................................................................................33 Š Board committees ....................................................................................................34 Director compensation ...................................................................................................43 Š Compensation discussion and analysis...................................................................43 Š Compensation details ...............................................................................................46 Executive compensation .................................................................................................47 Š Letter to shareholders..............................................................................................48 Š Compensation discussion and analysis...................................................................51 Š Compensation details ...............................................................................................72 Other information ......................................................................................................95 Schedule A – Charter of the Board of Directors.......................................................96 Dear Shareholder: You are invited to attend our annual meeting of common shareholders on Tuesday, May 5, 2020 at 5:00 p.m. (Toronto time). At Sun Life, we are in the business of helping Canadians achieve lifetime financial security and live healthier lives. We have been actively monitoring COVID-19 developments and the directives from public health and government authorities. The health and well-being of our employees, Clients, investors and communities is our priority. In line with the latest guidance from public health and government authorities, this year’s meeting will be held in a virtual only format by way of live webcast. Shareholders will have the opportunity to attend the meeting online in real time regardless of their location, to submit questions and to vote on a number of important matters. The business of the meeting is described in the accompanying Notice of our 2020 annual meeting and Management Information Circular. We will be conducting the annual meeting of the voting policyholders and sole shareholder of Sun Life Assurance Company of Canada at the same time. The formal business of each meeting will be conducted separately, however, management’s presentation will address shareholders and policyholders. Your vote is important. If you cannot attend the virtual meeting, please vote by submitting your proxy by mail, internet or telephone by 5:00 p.m. (Toronto time) on Friday, May 1, 2020, as described on pages 5 to 8 in the attached circular. If your shares are held in the name of a nominee, see page 7 for information about how to vote your shares. We look forward to your attendance at this year’s meeting, which will occur by live webcast at https://web.lumiagm.com/186947015. Additional information on how to attend the meeting can be found in the attached circular. William D. Anderson Dean A. Connor Chairman of the Board President & Chief Executive Officer Si vous désirez recevoir l’avis de convocation à l’assemblée annuelle et la circulaire d’information en français, veuillez communiquer avec le secrétaire en écrivant au 1 York Street, 31st Floor, Toronto (Ontario) Canada M5J 0B6, en composant le 1-877-786-5433, ou en envoyant un courriel à [email protected]. MANAGEMENT INFORMATION CIRCULAR 2020 | 1 Notice of our 2020 annual meeting You are invited to our annual meeting of common shareholders: When Tuesday, May 5, 2020 at 5:00 p.m. (Toronto time) Where Virtual only meeting via live audio webcast online at https://web.lumiagm.com/186947015 Password: “sunlife2020” (case sensitive) What the meeting will cover 1. Receipt of the 2019 consolidated financial statements 2. Election of the directors 3. Appointment of the auditor 4. A non-binding advisory vote on our approach to executive compensation 5. Consideration of other business that may properly be brought before the meeting. A total of 585,109,774 votes are eligible to be cast at the meeting. Consistent with the latest guidance from public health and government authorities regarding COVID-19, and in consideration of the health and safety of our employees, shareholders and the broader community, this year’s meeting will be held in a virtual only format by way of live webcast. Shareholders will have the opportunity to attend the meeting online in real time regardless of their geographic location, to submit questions and to vote on a number of important matters. The annual meeting of Sun Life Assurance Company of Canada will also be held at the same time. Registered shareholders and duly appointed proxyholders will be able to attend the virtual meeting, submit questions and vote in real time, provided they are connected to the internet and follow the instructions in the attached circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to vote at the virtual meeting. Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend the virtual meeting) must carefully follow the instructions in the attached circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, AST Trust Company (Canada), after submitting the form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Shares, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to vote. The attached circular is being sent to you because you owned common shares of Sun Life Financial Inc. on March 13, 2020 (the record date). It includes important information about what the meeting will cover, who can vote and how to vote. The board of directors has approved the contents