Manulife Financial Corporation

September 16, 1999 PSE CIRCULAR FOR BROKERS NO. 2321-99 SUBJECT : Manulife Financial Corporation EXECUTIVE SUMMARY A. Brief Background on the Manufacturers' Life Insurance Company ("Manulife") Demutualization Key Dates on Demutualization Plan January 20, 1998 Board of Directors of Manulife asked its management to prepare a plan for demutualization Eligibility Date for Policyholders to be entitled to Demutualization Benefits May 19, 1999 The Plan of Demutualization was approved by the Board of Directors July 29, 1999 Special Meeting was held whereby Eligible Policyholders were asked. to vote on the Plan for Demutualization. Ninety-eight (98%) of the Eligible Policyholders had voted for the demutualization Structure Before and After Demutualization Before the proposed demutualization, Manulife is owned by its Participating Policyholders , with no common shareholders. As such, in accordance with the Insurance Companies Act of Canada, the Board of Directors is elected in full by the Participating Policyholders. With the proposed demutualization a new insurance holding company, Manulife Financial Corporation (the "Company"/"MFC") , has been incorporated under the Insurance Companies Act and following demutualization, holds all of the outstanding shares of Manulife. Eligible Policyholders who receive common shares upon demutualization will be the shareholders of MFC, along with public investors who purchase common shares during the Public Offering to be held in Toronto Stock Exchange, Montreal Stock Exchange and New York Stock Exchange. Consequently, only shareholders of MFC may elect MFC's Board of Directors. However, for the election of Manulife's Board of Directors, Participating Policyholders elect one-third of the Board of Directors and MFC, as the company's sole shareholder, elects the other two-thirds. prcd B. Salient Features of Manulife Financial Corporation's Listing No. of shares for listing 500,955,645 common shares (The same number of shares will be listed in Toronto Stock Exchange, Montreal Stock Exchange and New York Stock Exchange. A secondary listing of MFC shares will be undertaken in the Stock Exchange of HongKong and the Philippine Stock Exchange) Par Value MFC has no par value . Part 5 Section 63 of the Insurance Companies Act of Canada prohibits insurance companies from stating a par value for its shares. Offer Price The offer price will be determined on the Effective Date of Demutualization. This shall be announced upon the submission of the Letters Patent of Conversion, which confirms the effectivity of the demutualization. Tax Treatment of The original issuances of MFC common Transactions shares to eligible Philippine policyholders is not subject to documentary stamp tax. However, should the eligible policyholders wish to sell those shares, the individual shareholder shall be required to pay documentary stamp tax at the rate of 25% of 1% of the IPO price of MFC shares. Trading of shares in the Trading of shares in the PSE during the Exchange initial listing of MFC shares may only be done if the eligible policyholders had chosen to transfer their shares to broker accounts. For those who have elected shares but did not opt to transfer their shares to broker accounts, the shareholders would be issued Ownership Statements (an evidence of how many shares each individual had opted to retain, as part of demutualization). The Ownership Statements will be issued two weeks after the IPO, together with a shareholder information kit, explaining how the eligible policyholders may transfer the shares to a broker account, how they can convert the ownership statement to a physical certificate, etc.) Schedule of Disclosures Following Canadian disclosure requirements, annual report will be filed 140 days after the end of the Company's fiscal year (December 31) Schedule of Block Trade 5 calendar days after the Effective Date of Demutualization For your information and guidance. llcd (SGD.) JOSE LUIS U. YULO, JR. President & CEO