2019 Management information Manulife Financial Corporation circular Annual Meeting May 2, 2019 Notice of annual meeting of shareholders Your participation is important. Please read this document and vote. Notice of annual meeting of common shareholders You’re invited to attend our 2019 annual meeting of common shareholders When Four items of business May 2, 2019 • Receiving the consolidated financial statements 11 a.m. (Eastern time) and auditors’ report for the year ended December 31, 2018 Where • Electing directors Manulife Head Office • Appointing the auditors 200 Bloor Street East • Having a say on executive pay Toronto, Canada We’ll consider any other matters that are properly brought before the meeting, but we are not aware of any at this time. The annual meeting for The Manufacturers Life Insurance Company will be held at the same time and place. Please read the voting section starting on page 10. Your vote is important. By order of the board of directors, Antonella Deo Corporate Secretary March 6, 2019 Dear fellow shareholders John Cassaday Chairman of the Board On behalf of the board of directors, we are pleased to invite you to the annual meeting of common shareholders of Manulife Financial Corporation on May 2, 2019, at Manulife’s head office, 200 Bloor Street East in Toronto. As a holder of common shares, you have the right to receive our financial statements and to vote your shares at the meeting. Our 2019 management information circular, which starts on page 7, includes important information about the business of the meeting and the items you will be voting on. Please read the circular before you vote your shares. Manulife’s continuing transformation 2018 was an important year for Manulife. It was our first full year with Roy Gori as CEO, and with the new management team he brought on to begin the journey of transforming the company into a digital, customer-centric market leader. Many of Manulife’s key accomplishments this year were part of a focused plan that is aligned with the five strategic priorities Mr. Gori and his team established in 2017. These priorities have the board’s full support, and we believe they are critical to Manulife’s future success: Ⅲ portfolio optimization related to our North American legacy businesses Ⅲ expense efficiency Ⅲ acceleration of the growth of our highest-potential businesses Ⅲ putting our customers first Ⅲ high performing team. In 2018 we moved from the planning phase to the execution phase of our strategy. You will read more about this in the letter from the chair of the management resources and compensation committee that follows. You can also find more information in our 2018 annual report at manulife.com. Engaging with our shareholders Manulife continues to believe that directly engaging with shareholders and other stakeholders is critical because it allows us to hear issues directly from the source. We met with many of our institutional shareholders again this year. While we covered a broad range of issues, the discussions centered mainly on our governance principles around environmental, social and governance risks, our legacy businesses, the recent actions taken to free up capital, cyber security, and our new leadership team. There were very few questions about our executive compensation programs, because most of our stakeholders were satisfied with the significant changes we made in 2017. Shareholders voted 91% in favour of our approach to executive compensation at our 2018 annual meeting. 2019 Management information circular 1 Please read the circular and vote your shares The meeting will be held at our head office in Toronto at 200 Bloor Street East on May 2, 2019 at 11:00 a.m. (Eastern time). If you are unable to attend in person, a live webcast of the meeting will be available on our website (manulife.com). Your vote is important to us – we encourage you to attend the meeting or to vote by proxy (over the internet, by phone or by mail). See page 11 for details about how to vote. The meeting will cover four items of business: 1. receiving our financial statements 2. voting to elect directors 3. voting to appoint the auditors 4. voting to have a ‘say on executive pay’. You will vote on all items except for the financial statements. The board recommends you vote FOR items 2 to 4. This circular contains information about those matters as well as information about our corporate governance practices and executive compensation program. For more information on Manulife, including our overview of the company’s progress in 2018 and thoughts for the future, please see our 2018 annual report – available on manulife.com. If you attend the meeting in person, you will also have the opportunity to ask questions of the board and management. We look forward to welcoming you at the meeting. John Cassaday Chairman of the Board of Directors March 6, 2019 2 Manulife Financial Corporation Executive compensation Executive compensation at Manulife is focused on rewarding the successful execution of our business strategy and the achievement of long- term sustainable growth. Don Lindsay Our executive compensation program includes an Chair of the Management Resources annual bonus that depends on results achieved and Compensation Committee against pre-established targets tied to our strategy, and an equity-based medium and long- term incentive designed to align the interests of our executives and shareholders. Most of what our senior executives (including the named executive officers) earn is variable, and a significant portion is tied to our share price. This ensures that what our executives ultimately earn is closely aligned with the interests of our shareholders, as illustrated in the realized and realizable pay analysis on page 5. 2018 pay for performance Our overall performance in 2018 was strong, as measured by our financial results and our progress against our five strategic priorities. Ⅲ We reported record net income attributed to shareholders of $4.8 billion in 2018, up $2.7 billion from 2017 Ⅲ We achieved core earnings1 of $5.6 billion in 2018, up 23%2 from 2017 Ⅲ We delivered a 3 percentage point improvement in our 2018 expense efficiency ratio1, to 52% Ⅲ Our annualized premium equivalent (APE) sales1 of $5.5 billion in 2018 were down 3%2 from 2017, while our continued focus on margins drove new business value (NBV)1 of $1.7 billion in 2018, up 20%2 from 2017 Ⅲ We achieved positive net flows1 of $1.6 billion in 2018, despite negative net flows in the fourth quarter of 2018 of $9.0 billion due to challenging macroeconomic conditions Ⅲ We improved the capital efficiency of our legacy businesses in 2018, including selling alternative long-duration assets and completing several reinsurance transactions Ⅲ We continued our digitization journey to improve the customer experience. We simplified the claims process for customers in Asia, introduced artificial intelligence underwriting to the Canadian life insurance market, introduced a digital robo-advisor advice tool in the U.S., and launched an innovative goals-based investing program in Canada Ⅲ We engaged employees in our transformational journey, including them in the launch of our mission and updated brand, asking their help to define our refreshed company values and meeting with them to explain our strategic direction. Despite our strong financial performance and the significant progress we made in improving the capital efficiency of our legacy businesses, our total shareholder return (TSR)1 was a disappointing negative 23.3% for 2018. The design of our executive 1 These are non-GAAP measures, which you can read about on page 60. 2 Presented on a constant exchange rate basis. 2019 Management information circular 3 compensation program meant that our executives, like our shareholders, were directly affected by the decline in our share price. This is illustrated on page 5, in the realized and realizable pay analysis for our CEO, who personally owns a significant number of Manulife shares. CEO compensation The management resources and compensation committee and the board spend considerable time discussing CEO pay every year, and the committee received independent advice and additional research and analysis from its external compensation consultant to develop the compensation package for Mr. Gori. Our objective is to provide a CEO compensation package that aligns with the competitive market, takes into consideration the global scope and complexity of the role, considers what our peers pay for similar roles, what other senior executives at Manulife are paid, company performance and Mr. Gori’s individual contributions. Shaping the discussion is the CEO total direct compensation committee’s continuing desire to (US$ millions) ensure total direct compensation for 15 the CEO role closely aligns with our company performance, shareholder $11.6 interests and the market for CEO $10.7 10 $9.4 $9.4 talent. The graph to the right shows: $8.9 Ⅲ 2015 and 2016: total direct compensation awarded to our previous CEO, Mr. Guloien. 5 Ⅲ 2017 to 2019: Mr. Gori’s total direct compensation in 2017 and 2018, and his target for 2019. Target total 0 direct compensation includes base 2015 2016 20172018 2019 salary, annual incentive target and (target) Medium and long-term incentive the value of medium and long-term Transition payments incentives awarded. Annual incentive Base salary The chart illustrates the decrease in total direct compensation awarded to Manulife’s CEO since 2015. The board believes that Mr. Gori’s target total direct compensation for 2019 is appropriate based on the factors described above, and that the pay mix emphasizes the focus on Manulife’s long-term performance and alignment with the shareholder experience. See his profile on page 70 for details. For 2018, the board has approved an annual incentive payment to Mr. Gori of US$3,088,800, or 140% of his target.