ANNUAL MEETING ADDRESS. Remarks STEVE RODER SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. at the ANNUAL MEETING OF SHAREHOLDERS

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1 ANNUAL MEETING ADDRESS Remarks STEVE RODER SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER at the ANNUAL MEETING OF SHAREHOLDERS Thursday, May 5, Bloor Street East Toronto As Delivered May 5, 2016

2 Thank you Mr. Chairman and good morning everyone. I appreciate the opportunity to address the annual meeting today. I am very proud of what we accomplished as a Company last year. This morning, I will review our financial and operating results for 2015 and I will close with a summary of our performance in the first quarter of For the full year of 2015 we achieved excellent top line results across our three business lines. On the left hand side, you can see that our insurance business posted solid growth, with full year insurance sales increasing 24 per cent from the prior year. Most notable is the large contribution from our Asia operations, where we had strong sales momentum throughout the year was a record year for insurance sales in 10 of our 12 markets in Asia. We have also maintained solid insurance sales in North America, where the growth was primarily driven by the normal variability in large-case group benefit sales in Canada. Finally, we launched a number of wellness programs in 2015, which Donald will reference in greater detail during his presentation. Now I would like to draw your attention to Global Wealth and Asset Management, which is an area of substantial growth for the Company. It is comprised of our fee-based businesses with little or no insurance risk and includes mutual funds, pension products and institutional asset management. Despite a challenging macro environment in 2015, we generated solid wealth and asset management gross flows totaling $115 billion dollars, up 46 per cent from the prior year. And importantly, we achieved very strong net flows of $34 billion dollars, which reflects a contribution from each of our divisions. 2

3 The United States is a major contributor to this success, delivering another solid year in 2015, driven by the recent acquisition of New York Life s pension business and strong mutual fund flows. In fact, including this quarter, our mutual fund business in the U.S. has achieved 18 consecutive quarters of positive net flows. This is an outstanding accomplishment considering that a majority of our U.S. peers experienced outflows in You can also see the growing contribution of our institutional asset management business by looking at the yellow segment at the top of the bars in the graph. We had significant success in 2015, with gross flows more than double the prior year. We expect this business to continue to be a major contributor going forward. In Asia, one of our most successful wealth and asset management businesses is the Mandatory Provident Fund or MPF platform in Hong Kong, where we are a very significant player. We are currently ranked number two by assets under management in that market, and number one by net cash flows. And in Canada we had a record year of gross flows into our wealth and asset management businesses, driven by a strong mutual fund lineup and solid group retirement flows, which both benefited from our recent acquisition of Standard Life s Canadian operations. The graph on the right hand side shows our other wealth sales, which include certain single premium products in Asia as well as annuity contracts in Asia and Canada. We nearly doubled our other wealth sales in 2015, which was driven by some real success in Japan, where we significantly expanded distribution and launched new products. 3

4 Canada also exhibited year-over-year growth, largely due to contributions from the Standard Life acquisition. Our strong top line performance and higher product margins, particularly in Asia, drove a 37 per cent increase in new business value in This bodes well for our future profitability as new business value represents the expected present value of future earnings from our sales. Growth from new business, along with contributions from the in-force business and the impact of currency movements, were the main factors that drove a 21 per cent increase in Embedded Value in This means that, as of December 31st, 2015, the adjusted net worth of the company and the value of our in-force Insurance and Other Wealth businesses totaled $47.8 billion dollars. And it is important to keep in mind that this figure does not take into account the value of future business in our Insurance and Other Wealth segments, nor does it take into account any amount in excess of tangible book value for our wealth and asset management businesses nor our Bank in Canada. In 2012, we launched an initiative to better leverage our global scale and capabilities and achieve operational excellence throughout the organization. The results to date have been impressive and as you can see, general expenses as a percentage of both assets under management and administration and premiums and deposits have steadily improved. We delivered approximately $350 million dollars in net pre-tax savings in 2015, which was ahead of our previously communicated forecast of $300 million dollars, and are on track to exceed $400 million dollars in

5 These savings allow us to invest into strategic initiatives in order to sustain long-term earnings growth. In 2015, we delivered core earnings of $3.4 billion dollars, up 19 per cent compared with the prior year, or 28% before giving effect to investment-related impacts. This result was ahead of plan and highlights Manulife s powerful operating momentum. However, in 2015 net income was negatively impacted by charges resulting from fair value adjustments related to the decline of oil and gas prices, and consequently was $2.2 billion dollars for the year. I do not want to minimize the importance of strong net income, but the requirements of mark-to-market IFRS accounting can sometimes disconnect reported results from the strong underlying performance. It is for this exact reason that we believe core earnings although not a GAAP measure is a better indicator of the underlying earnings capacity of our business. Return on equity was below where we would have liked to see it in Our Core ROE has been impacted by an unfavourable macroeconomic environment characterized by a strengthening of the U.S. dollar and declining interest rates and commodity prices. And while the stronger U.S. dollar provided a tailwind to core earnings, it concurrently resulted in an increase to our equity base due to an increase in the Canadian dollar value of our foreign subsidiaries. The net effect of the macroeconomic environment was a negative impact to our Core ROE, despite the solid performance of our underlying businesses. Despite these recent challenges, we expect Core ROE to expand toward 13 per cent over the medium term as we execute on our strategy and as investment experience normalizes. 5

6 As I referenced earlier, our investment experience in 2015 was negative due to lower commodity prices, which resulted in fair value charges to our oil and gas investments. However, had we recorded investment-related gains in-line with our through-the-cycle expectation of $400 million dollars, Core ROE would have been more than a full percentage point higher. We are executing on an ambitious organic growth plan focused on less capital intensive and higher ROE businesses which should contribute to Core ROE expansion, along with contributions from recent major acquisitions and partnerships as well as additional savings from our Efficiency and Effectiveness Initiative. Beyond what is in our projections shown here on the graph, we are also focusing on a number of other areas to further improve Core ROE and accelerate growth. For instance, we have become increasingly focused on cash flow generation and are including remittances as a key performance indictor on all business units scorecards across the company to ensure capital is repatriated to the Group and available for profitable redeployment. The remittances are being redeployed into: Sustainable dividend increases, Continued investment into our existing high ROE businesses, and Strategic acquisitions and partnerships. Another important undertaking is our Balance Sheet Optimization project, whereby we are conducting a critical appraisal of our in-force blocks of business and assessing various strategic options which could create additional value. The challenging macro environment is obviously beyond our control and has created a drag on Core ROE in recent quarters. However, should circumstances improve over time, the impact of these factors could reverse, providing additional support to Core ROE. 6

7 In the current macroeconomic context we remain prudent with our capital decisions and are maintaining a high degree of financial flexibility. Our regulatory capital ratio remains strong and we finished the year at 223 per cent, comfortably above the regulatory target and above minimum levels expected by the investment community. In addition, we have reduced our financial leverage significantly over the past several years and we ended 2015 with a ratio of 23.8 per cent, down 400 basis points from the prior year. Both of these ratios increased somewhat in the first quarter of 2016 as a result of a debt offering in the U.S. market totaling $1.75 billion U.S. dollars. The debt issuance allows us to pre-fund potential future debt repayments as well as the payment related to the transaction with Standard Chartered in Hong Kong. More importantly, it is part of our global strategy to diversify our funding sources and expand our investor base. This financial flexibility is critical to the success of our capital deployment strategy. The Company s strong capital position, our ability to sustain underlying core earnings growth and the significant progress that we are making on our strategic plan have allowed the Board to raise the dividend three times in less than two years. We have previously communicated a target dividend payout ratio range of 30 to 40 per cent of our forward looking plan core earnings. We continue to expect average annual core earnings per share growth of 10 to 12 per cent over the medium term, and we therefore expect dividends to grow over time as earnings grow. Now let me share with you the highlights of our financial results for the first quarter of 2016, which were announced this morning. 7

8 On the top line, we generated strong growth in insurance sales and new business value, which were up 14 per cent and 70 per cent respectively, and we delivered positive net flows in our Wealth and Asset Management businesses for the 25th consecutive quarter, despite challenging market conditions. From a profitability perspective, we continued to generate strong growth in core earnings, which were up 14 per cent compared to the first quarter in 2015, despite zero contribution from investment gains. Net income exceeded one billion dollars in the quarter and benefited from a variety of market-related gains, which more than offset depressed oil and gas prices in the quarter. As I referenced earlier, our capital ratio increased during the quarter, and stood at a strong 233 per cent at the end of March. In summary: We are generating strong growth in sales, flows, new business value and core earnings; We are operating more efficiently; We are executing on a strategy that is expected to expand Core return on equity; We are maintaining a high degree of financial flexibility; And, as earnings grow, we are focusing on regular sustainable dividend increases. I am pleased with the progress we have made in 2015 and our strong start to this year. I am confident that Manulife is well-positioned to continue to deliver sustainable growth moving forward. Thank you very much. 8

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