Manulife Financial Corporation The Manufacturers Life Insurance Company. Annual and Special Meeting May 7, 2009

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1 Manulife Financial Corporation The Manufacturers Life Insurance Company Annual and Special Meeting May 7, 2009

2 Gail C.A. Cook-Bennett Chair, Board of Directors

3 Platform Introductions Peter Rubenovitch, Senior Executive Vice President and Chief Financial Officer Donald Guloien, incoming President and Chief Executive Officer and Board Nominee Dominic D Alessandro, retiring President and Chief Executive Officer and Board Member J-P. Bisnaire, Senior Executive Vice President, Business Development and General Counsel Angela Shaffer, Vice President and Corporate Secretary

4 Manulife Financial Corporation The Manufacturers Life Insurance Company Annual and Special Meeting May 7, 2009

5 Calling the Meeting to Order Manulife Financial Corporation The Manufacturers Life Insurance Company

6 Notice of Meeting and Confirmation of Quorum Manulife Financial Corporation The Manufacturers Life Insurance Company

7 Legal Disclaimer Caution Regarding Forward-Looking Statements This document contains forward-looking statements within the meaning of the safe harbour provisions of Canadian provincial securities laws and the U.S. Private Securities Litigation Reform Act of These forwardlooking statements relate to, among other things, our objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and can generally be identified by the use of words such as may, will, could, should, would, likely, suspect, outlook, expect, intend, estimate, anticipate, believe, plan, forecast, objective, continue and endeavour (or the negative thereof) and words and expressions of similar import, and include statements concerning possible or assumed future results. Although we believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from expectations include but are not limited to: general business and economic conditions (including but not limited to performance of equity markets, interest rate fluctuations, currency rates, investment losses and defaults, movements in credit spreads, market liquidity and creditworthiness of guarantors and counterparties); Company liquidity, including the availability of financing to satisfy existing financial liabilities on their expected maturity dates when required; level of competition and consolidation; changes in laws and regulations; accuracy of information received from counterparties and the ability of counterparties to meet their obligations; accuracy of accounting policies and actuarial methods used by the Company; the ability to maintain the Company s reputation; the ability to implement effective hedging strategies; legal and regulatory proceedings; the ability to adapt products and services to the changing market; the ability to attract and retain key executives; the ability to complete acquisitions including the availability of equity and debt financing for this purpose; the ability to execute strategic plans; the disruption of or changes to key elements of the Company s or public infrastructure systems; and environmental concerns. Additional information about material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the body of this document as well as under Risk Factors in our most recent Annual Information Form, under Risk Management and Critical Accounting and Actuarial Policies in the Management s Discussion and Analysis in our most recent annual and interim reports, in the Risk Management note to consolidated financial statements in our most recent annual and interim reports and elsewhere in our filings with Canadian and U.S. securities regulators. We do not undertake to update any forward-looking statements except as required by law.

8 Election of Directors Manulife Financial Corporation The Manufacturers Life Insurance Company

9 Election of Directors Manulife Financial Corporation

10 Nominees John Cassaday Lino Celeste Gail Cook-Bennett Thomas d Aquino Richard DeWolfe Robert Dineen Pierre Ducros Donald Guloien Scott Hand Robert Harding Luther Helms Thomas Kierans Lorna Marsden Hugh Sloan Gordon Thiessen

11 Election of Directors The Manufacturers Life Insurance Company

12 Election of Directors The Manufacturers Life Insurance Company Policyholders Directors

13 Nominees John Cassaday Thomas d Aquino Richard DeWolfe Thomas Kierans Hugh Sloan Gordon Thiessen

14 Election of Directors The Manufacturers Life Insurance Company Shareholder s Directors

15 Nominees Lino Celeste Gail Cook-Bennett Robert Dineen Pierre Ducros Donald Guloien Scott Hand Robert Harding Luther Helms Lorna Marsden

16 Appointment of Auditors Manulife Financial Corporation The Manufacturers Life Insurance Company

17 Appointment of Auditors Ernst & Young, LLP, Chartered Accountants

18 Confirmation of Amendments to By-Law No. 2 Creating Class 1 Shares Manulife Financial Corporation The Manufacturers Life Insurance Company

19 Tabling of 2008 Consolidated Financial Statement and Reports of the Auditor and Actuary Thereon Manulife Financial Corporation The Manufacturers Life Insurance Company

20 Shareholder Proposals Manulife Financial Corporation

21 Shareholder Proposals Proposal 1 - Withdrawn On April 19 th, Manulife Financial Corporation announced that it will provide shareholders with a non-binding, advisory vote on the Company s executive compensation policy starting at its annual meeting in As a result of Manulife s agreement to adopt such policy, the Mouvement d éducation et de défense des actionnaires (MÉDAC) has withdrawn its Shareholder Proposal No. 1.

22 Shareholder Proposals Proposal 2 It is proposed that the board of directors adopt a policy whereby 50% of new candidates to the board be female, until parity is reached between men and women.

23 Shareholder Proposals Proposal 3 It is proposed that the board of directors adopt a governance rule limiting the number of boards on which a director can serve to four (4).

24 Manulife Financial Corporation The Manufacturers Life Insurance Company Annual and Special Meeting May 7, 2009

25 The President s Annual and Special Meeting Address Dominic D Alessandro President and Chief Executive Officer

26 Global Equity Market Performance in 2008 (% Change) 0% 0% -25% -25% -50% -50% Dec-07 Jan-08 Feb-08 M ar-08 Apr-08 M ay-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 TSX S&P 500 Nikkei Hang Seng

27 Segregated Fund Guarantees Guarantee Value vs. Fund Value * C$, billions $26.8billion* Q07 1Q08 2Q08 3Q08 4Q08 Guarantee Value Fund Value Graph data presented on a constant currency basis, Amount at Risk based on closing exchange rate

28 Segregated Fund Guarantees Reserves C$, billions 6 $5.8billion $0.5billion 0 4Q07 1Q08 2Q08 3Q08 4Q08 Reserves

29 Shareholders Earnings C$, millions (except per share data) 4,000 3,000 2,000 Lower shareholders earnings largely due to reserve strengthening Record sales volumes in many markets 1, Earnings 3,985 4, EPS (fd) As a result of the new investment accounting standards which became effective January 1, 2007, the Company realigned its assets, resulting in a one-time charge to earnings of $69 in Q Excluding this charge, 2007 shareholders earnings were $4,371 and diluted EPS was $2.83.

30 Segregated Fund Guarantees Net Guarantee Reserve Cashflows (Can IWM, US VA, Japan VA, Reins) As at March 31, 2009 C$ Millions CTE0 CTE Net Outflows Net Inflows Projection Year Cash flows are shown net of fee revenue charged for guarantee

31 Segregated Fund Guarantees Reserves and Capital C$, billions $10.6billion C$, billions $5.8billion 3 $2.1billion $0.5billion 4Q07 1Q08 2Q08 3Q08 4Q08 Reserves Reserves + Target Capital

32 Premiums & Deposits C$, millions 70,000 60,000 50,000 Premiums and deposits in line with prior year 40,000 30,000 20,000 10, Deposits 42,557 46,595 43,678 Premiums 19,104 19,744 23,252 1 Other 3,278 3,099 3,022 1 Other includes ASO premium equivalents and Other

33 New Business Embedded Value C$, millions 2,000 Record full year NBEV, up 10% versus Insurance up 10% 1,000 + Wealth Management up 10% Insurance Wealth Mgmt 1,017 1,243 1,365 Total 1,739 2,060 2,260

34 MFC Performance vs. Peers Five-Quarter Market Cap % Change 0% -50% -100% Dec- 07 Jan- 08 Feb- 08 Mar- 08 Apr- 08 May- 08 Jun- 08 Jul- 08 Aug- 08 Sep- 08 Oct- 08 Nov- 08 Dec- 08 Jan- 09 Feb- 09 Mar- 09 MFC SLF GWO MET PRU HIG PFG LNC Peer Average

35 Continued Strong Capital Ratios MLI MCCSR 250% 200% 224% 211% 210% 243% 232% 226% 214% 221% 198% 200% 193% 234% 150% Regulatory Target 100% 50% 0% Mar-06 Jun-06 Sep-06 Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08

36 Canada Leading Market Positions #1 Individual Segregated Funds #1 Individual Fixed Annuities #2 Individual Insurance #2 Group Savings & Retirement Solutions Defined Contribution Plans Record sales years in Individual Wealth Management and Individual Insurance Group Businesses performing well #2 Group Benefits #8 Manulife Bank** Sources: Most recent market data available from various independent market surveys including LIMRA, Q4 YTD 2008 and ** Based on assets OSFI, Dec 2008

37 United States Leading Market Positions #1 Total Life #1 Variable Life #1 Survivorship Life Fixed Products sales up 30 percent Mutual fund sales up 12 percent #1 Small Case 401(k) Plans #1 Group LTC Insurance #2 Individual LTC Insurance #2 Universal Life Total, Variable, Survivorship and Universal Life based on 100% of Recurring Premium plus 10% of Single Premium plus 10% of Excess Premium (LIMRA, 12/31/08 YTD); Group and Individual LTC based on new sales (LIMRA, 12/31/08); 401(k) based upon plans among insurance companies, mutual fund companies and banks (2008 CFOMagazine 401(k) Buyers Guide Study, May 2008).

38 Asia and Japan Distribution expands 18%, Agency force grows to 33,000 C h i n a Japan Three-year agency force growth 35,000 33,642 Hong Kong Taiwan 30,000 25,000 24,684 28,485 Thailand Vietnam Philippines Number of agents 20,000 15,000 10,000 Malaysia Singapore 5, Indonesia

39 Reinsurance Leading Market Positions #1 Life Retrocession - North America #1 International Group Program Life Retrocession - robust new business volumes International Group Program continues industry dominance P&C one of its best profit years despite second most active Gulf Storm season Life Retrocession market ranking based on 2008 Munich American Life Reinsurance Survey; International Group Program ranking of no. of multinational clients based on Ernst &Young, December 31, 2008 Networks Survey

40 Major Investment Accidents Avoided We did not: Buy Canadian non-bank Asset Backed Commercial Paper (ABCP) Buy Structured Investment Vehicles (SIVs) Buy risky assets for money market funds Buy low quality securitizations of Subprime Residential Mortgage Backed Securities (RMBS) Buy Collateralized Debt Obligations (CDOs) of subprime loans Expose the company to Monoline Insurers Add credit risk through securities lending programs Write Credit Default Swap (CDS) protection Engage in any synthetic credit structures Buy common stock or preferred stock of either Fannie Mae or Freddie Mac, despite managing large equity portfolios

41 Improved Bond Portfolio Credit Quality Percentage of Total Bond Portfolio Q4/04 Q4/05 Q4/06 Q4/07 Q4/08 BBB BIG

42 Global Equity Market Performance in 1Q09 % Change 0% 0% -5% -5% -10% -15% -20% Dec-08 Jan-09 Feb-09 Mar-09 TSX S&P 500 Nikkei Hang Seng

43 Segregated Fund Guarantees Guarantee Value vs. Fund Value C$, millions C$, billions $30.2billion* Q07 1Q08 2Q08 3Q08 4Q08 1Q09 Guarantee Value Fund Value * Graph data presented on a constant currency basis, Amount at Risk based on closing exchange rate

44 Segregated Fund Guarantees Reserves C$, millions 8 $7.7billion 7 6 $5.8billion C$, billions $0.5billion 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 Reserves

45 1Q09 Financial Highlights (C$ millions, except per share data) 1Q09 Y/Y Shareholders Earnings ($1,068) Fully Diluted Earnings per Share ($0.67) Return on Equity 1 (16.2%) Insurance Sales $552 +3% Wealth Sales $10,555-4% 1 ROE based on average common shareholders equity excluding accumulated other comprehensive income on available-for-sale securities and on cash flow hedges.

46 Continued Strong Capital Ratios MLI MCCSR 250% 200% 224% 211% 210% 243% 232% 226% 214% 221% 198% 200% 193% 234% 228% 150% Regulatory Target 100% 50% 0% Mar-06 Jun-06 Sep-06 Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08 Mar-09

47 The Incoming President's Annual and Special Meeting Address Donald Guloien Incoming President and Chief Executive Officer Officer

48 Manulife Financial Corporation The Manufacturers Life Insurance Company Annual and Special Meeting May 7, 2009

49 Voting Results Manulife Financial Corporation The Manufacturers Life Insurance Company

50 Termination of Meeting Manulife Financial Corporation The Manufacturers Life Insurance Company

51 Question & Answer Period

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