EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Manulife Financial Corporation, a Canadian corporation
(the Registrant), is filing this registration statement on Form S-8 with the Securities and Exchange Commission (the Commission) to register 25,000,000 additional common shares of the
Registrant (the Common Shares) for issuance pursuant to the Manulife Financial Corporation Stock Plan for Non-Employee Directors (as amended from time to time, the Director Plan), the
Executive Stock Option Plan (as amended from time to time, the Executive Option Plan) and the Global Share Ownership Plan (as amended from time to time, the Global Plan and, together with Director Plan and the Executive
Option Plan, the Plans).
In connection with the Plans, the Registrant previously registered for issuance (i) 2,400,000 Common Shares under
the Director Plan and Executive Option Plan, (ii) 1,000,000 Common Shares under the Global Plan, and (iii) an additional 30,000,000 Common Shares under the Plans, pursuant to registration statements on Form
S-8 filed with the Commission (Registration No. 333-12610, Registration No. 333-13072 and Registration No. 333-157326) on September 26, 2000, January 17, 2001 and February 13, 2009, respectively (the Prior Registration Statements). In accordance with General Instruction E to Form S-8, the Registrant hereby incorporates by reference the contents of the Prior Registration Statements, except to the extent supplemented, superseded or modified by the specific information set forth below or the
specific exhibits attached hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the Exchange Act), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the Commission). The following documents, which are on file
with the Commission, are incorporated in this registration statement by reference:
a) The Registrants latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act (except for the section thereof entitled Ratings) or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrants latest fiscal year for which such statements have been filed.
b) All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.
c)
The description of the Common Shares contained in the Registrants registration statement on Form F-10
under the heading Share Structure, filed under the Exchange Act on September 26, 2023, including any amendments or reports filed for the purpose of updating such description.