Alternative Requirements in Accomplishing Manulife "Choices Form" (Transfer To Brokerage Account)

August 19, 1999 PSE CIRCULAR FOR BROKERS NO. 2062-99 SUBJECT : Alternative Requirements in Accomplishing Manulife " Choices Form " (Transfer To Brokerage Account) Due to the number of queries received by the Manulife Financial Corporation (MFC), regarding the form "Transfer to Brokerage Account", as described in Issue No. 128 of the PCD Brief (released August 4, 1999), certain clarifications to the Exchange have been made. A copy of the said issue is attached hereto for your reference. Manulife policyholders who have chosen or shall choose to receive MFC shares in the company's demutualization process are given the corresponding option to choose their respective brokers. Once said shares are ready for listing, MFC shall deposit the shares for a particular policyholder to the PCD account of their chosen broker. LLjur As described in the said issue of the PCD Brief, a form to be submitted by the policyholder requires the following from the participating broker: 1. Name of Stock Brokerage Firm and the firm's PSE Code 2. Customer's Account Number with Stock Brokerage Firm 3. Authorized Signature(s) and Stamp of Stock Brokerage Firm With respect to the last requirement, MFC is requesting participating brokers, who do not have a stamp or seal , to indicate the printed name(s) of their authorized signatory(ies) on the form along with their specimen signature(s) and to submit to the Listings Department two (2) original copies of a letter setting forth the names of the authorized persons and their corresponding signatures using the firm's official letterhead, as soon as possible but no later than August 23, 1999. This information will be passed on to MFC and used to validate the forms received from policyholders. It is noted that the Exchange has yet to receive, process and approve MFC's formal application for listing. However, a Memorandum of Agreement defining the terms and conditions for MFC's application for listing and prospective listing was signed by the MFC and the Exchange this Monday, August 16, 1999. (SGD.) JOSE LUIS U. YULO, JR. President & CEO ISSUE NO.: 128 DATE: August 4, 1999 MANULIFE FINANCIAL CORP . (MFC) DEMUTUALIZATION Notes on the conversion of Manufactures Life Insurance Company (Manulife) into a stock company: Manulife is a Canadian incorporated mutual life insurance company that will demutualize and list on the Philippine Stock Exchange (PSE), the Stock Exchange of Hongkong, the New York Stock Exchange and the Toronto Stock Exchange. Listing at the PSE under the stock symbol MFC will be by secondary listing, that is, by introducing shares distributed to eligible policyholders in the Philippines under the demutualization plan, and not via IPO. A Choices package has been sent by Manulife to all policyholders asking them to choose how they want to receive their demutualization benefits: (a) cash, (b) shares, or (c) combination of half cash and half shares. ROLE OF BROKER Policyholders who opt to receive shares will also be asked whether they would like their shares credited to their broker's PCD account so that they can trade the shares on listing date itself (targeted sometime in Sept.). In doing so, the policyholder will complete the Choices form with the assistance of his broker. The authorized signatures and stamp of the broker in the "Transfer to Brokerage Account" box (see diagram 1 below) of the Choices form is what Manulife will require to deposit shares for a policyholder to the PCD account of the broker. The cooperation of the broker is important to facilitate the timely completion and submission of the Choices form. Brokers may need to set-up procedures to handle requests. Participating brokers will receive a computer file from Manulife about a week before the first MFC stock trading day, reflecting each of their clients who completed the Choices form and the relevant details. Errors or omissions should be communicated to Manulife within a few days from receipt of the file. The day before the approved listing date. Manulife will spend PCD a computer file reflecting the no. of shares to be credited to each broker account. HSBC, the local transfer agent, will issue one jumbo certificate representing the total no. of shares to be credited to broker's accounts. Those who will not nominate a broker account for their shares will not be able to trade on the first week of listing. They will receive an ownership statement certificate by mail a week after the first trading day of MFC. Diagram 1 : Transfer to Brokerage Account Important: The broker must be a participant with the Philippine Central Depository. This form should be completed with the assistance of your broker, and returned on or before August 30, 1999. If you choose to transfer your Common Shares to an account with your own broker, you must transfer ALL of the Common Shares you receive on demutualization ______________________________ ____________________________ Stock Brokerage Firm and PSE Code Your Account Number with Broker __________________________________________ Authorized Signatures(s) and Stamp of Brokerage Firm Authorized Signatures(s) and Stamp of Brokerage Firm We confirm that the name(s) of the holder(s) of the above account correspond exactly to the name(s) of the Eligible Policyholder(s) printed on the reverse side of this page.