Manulife Announces Conversion Privilege of Non-Cumulative Rate Reset Class 1 Shares Series 19

Manulife Financial Corporation (Manulife) today announced that it does not intend to exercise its right to redeem all or any of its currently outstanding 10,000,000 Non-Cumulative Rate Reset Class 1 Shares Series 19 (the Series 19 Preferred Shares) (TSX: MFC.PR.N) on March 19, 2025.

As a result, subject to certain conditions described in the prospectus supplement dated November 26, 2014 relating to the issuance of the Series 19 Preferred Shares (the Prospectus), the holders of the Series 19 Preferred Shares have the right, at their option, to convert all or part of their Series 19 Preferred Shares on a one-for-one basis into Non-Cumulative Floating Rate Class 1 Shares Series 20 of Manulife (the Series 20 Preferred Shares) on March 19, 2025. A formal notice of the right to convert Series 19 Preferred Shares into Series 20 Preferred Shares will be sent to the registered holders of the Series 19 Preferred Shares in accordance with the share conditions of the Series 19 Preferred Shares. Holders of Series 19 Preferred Shares are not required to elect to convert all or any part of their Series 19 Preferred Shares into Series 20 Preferred Shares. Holders who do not exercise their right to convert their Series 19 Preferred Shares into Series 20 Preferred Shares on such date will retain their Series 19 Preferred Shares, unless automatically converted in accordance with the conditions below.

The foregoing conversion right is subject to the conditions that: (i) if, after March 4, 2025, Manulife determines that there would be less than 1,000,000 Series 19 Preferred Shares outstanding on March 19, 2025, then all remaining Series 19 Preferred Shares will automatically be converted into an equal number of Series 20 Preferred Shares on March 19, 2025, and (ii) alternatively, if, after March 4, 2025, Manulife determines that there would be less than 1,000,000 Series 20 Preferred Shares outstanding on March 19, 2025, then no Series 19 Preferred Shares will be converted into Series 20 Preferred Shares. In either case, Manulife will give written notice to that effect to any registered holders of Series 19 Preferred Shares affected by the preceding minimums on or before March 12, 2025.

The dividend rate applicable to the Series 19 Preferred Shares for the 5-year period commencing on March 20, 2025, and ending on March 19, 2030, and the dividend rate applicable to the Series 20 Preferred Shares for the 3-month period commencing on March 20, 2025, and ending on June 19, 2025, will be determined and announced by way of a news release on February 18, 2025. Manulife will also give written notice of these dividend rates to the registered holders of Series 19 Preferred Shares.

Beneficial owners of Series 19 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on March 4, 2025.

Subject to certain conditions described in the Prospectus, Manulife may redeem the Series 19 Preferred Shares, in whole or in part, on March 19, 2030 and on March 19 every five years thereafter and may redeem the Series 20 Preferred Shares, in whole or in part, after March 19, 2025.

The Toronto Stock Exchange (TSX) has conditionally approved the listing of the Series 20 Preferred Shares effective upon conversion. Listing of the Series 20 Preferred Shares is subject to Manulife fulfilling all the listing requirements of the TSX and, upon approval, the Series 20 Preferred Shares will be listed on the TSX under the trading symbol “MFC.PR.S”.

Manulife Financial Corporation is a leading international financial services provider, helping people make their decisions easier and lives better. With its global headquarters in Toronto, Canada, the company provides financial advice and insurance, operating as Manulife across Canada, Asia, and Europe, and primarily as John Hancock in the United States. Through Manulife Wealth & Asset Management, the company offers global investment, financial advice, and retirement plan services to individuals, institutions, and retirement plan members worldwide. At the end of 2023, Manulife had more than 38,000 employees, over 98,000 agents, and thousands of distribution partners, serving over 35 million customers. Manulife trades as ‘MFC’ on the Toronto, New York, and Philippine stock exchanges and under ‘945’ in Hong Kong.