Submissions to the Board

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The Sarbanes-Oxley Act of 2002 (the “Act”), with which Manulife Financial Corporation (“Manulife”) must comply, requires that audit committees establish procedures for the receipt, retention and treatment of non-employee complaints or submissions received regarding accounting, accounting control and auditing matters. Audit committees must also establish procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting and auditing matters.

The following outlines Manulife's protocol to facilitate the receipt and treatment by the Audit & Risk Management Committee (“Audit Committee”) of complaints and employee concerns regarding accounting and auditing matters.

Non-Employee Complaints:
All non-employee complaints or submissions regarding accounting, accounting control and auditing matters should be sent to the attention of the Corporate Secretary at 200 Bloor Street East, Toronto, ON, Canada, M4W 1E5. The Corporate Secretary will then forward the submission to the Chair of the Audit Committee. The Corporate Secretary will retain a copy of all submissions received until the complaint is addressed at a meeting of the Audit Committee or until such time as the Audit Committee Chair confirms that the Audit Committee has satisfactorily addressed the complaint.

Employee Concerns:
Manulife employees should forward any accounting and auditing concerns to the Corporate Secretary in a sealed envelope addressed to the Chair of the Audit Committee care of the Corporate Secretary. The Corporate Secretary will then forward the sealed envelope to the Audit Committee Chair. The employee should mark the envelope “Confidential Employee Concern”. The employee should use the Manulife internal mail system for delivery to the Corporate Secretary to ensure anonymity.

This Protocol is included in Manulife’s Code of Business Conduct and Ethics for Manulife employees so that employees are aware of and able to properly direct individuals on this procedure for forwarding accounting, accounting control and auditing complaints to the Corporate Secretary. This Protocol is also available on the Manulife Intranet.