May 7, 2020
Manulife Financial Corporation
200 Bloor Street East
Toronto, ON M4W 1E5
Dear Sirs:
| RE: | MANULIFE FINANCIAL CORPORATION (the “Company”) – Report of Voting Results of Matters Submitted to a Vote of Common Shareholders at the Annual Meeting of the Company held May 7, 2020 (the “Meeting”) |
The following matters were put to vote at the Meeting, and pursuant to National Instrument 51-102, the voting results were as follows:
A ballot was conducted for the resolution to elect directors of the Company until the next Annual Meeting. The following nominees were elected as directors:
| NAME OF NOMINEE | VOTES FOR | % | VOTES WITHHELD | % |
| Ronalee H. Ambrose | 1,113,307,780 | 99.73 | 3,019,827 | 0.27 |
| Guy L.T. Bainbridge | 1,114,190,471 | 99.81 | 2,137,136 | 0.19 |
| Joseph P. Caron | 1,107,785,291 | 99.23 | 8,542,316 | 0.77 |
| John M. Cassaday | 1,086,140,377 | 97.30 | 30,187,230 | 2.70 |
| Susan F. Dabarno | 1,113,946,205 | 99.79 | 2,381,402 | 0.21 |
| Julie E. Dickson | 1,114,301,159 | 99.82 | 2,026,448 | 0.18 |
| Sheila S. Fraser | 1,102,396,413 | 98.75 | 13,931,194 | 1.25 |
| Roy Gori | 1,110,746,504 | 99.50 | 5,581,103 | 0.50 |
| Tsun-yan Hsieh | 1,113,655,768 | 99.76 | 2,671,839 | 0.24 |
| Donald R. Lindsay | 1,095,977,644 | 98.18 | 20,349,963 | 1.82 |
| John R.V. Palmer | 1,107,898,829 | 99.24 | 8,428,778 | 0.76 |
| C. James Prieur | 1,113,901,058 | 99.78 | 2,426,549 | 0.22 |
| Andrea S. Rosen | 1,108,197,302 | 99.27 | 8,130,305 | 0.73 |
A ballot was conducted for the resolution to appoint Ernst & Young LLP as auditors of the Company until the next Annual Meeting. Ernst & Young LLP was appointed.
| VOTES FOR | % | VOTES WITHHELD | % |
| 1,106,090,118 | 95.05 | 57,567,565 | 4.95 |
| 3. | Advisory resolution accepting approach to executive compensation |
A ballot was conducted for the advisory resolution accepting approach to executive compensation. The advisory resolution was approved.
| VOTES FOR | % | VOTES AGAINST | % |
| 1,038,764,902 | 93.05 | 77,561,053 | 6.95 |
AST TRUST COMPANY (CANADA)
(Signed)
Christopher Carbone
Relationship Manager
