Manulife Financial Corporation

September 23, 1999 PSE CIRCULAR FOR BROKERS NO. 2394-99 SUBJECT : Manulife Financial Corporation EXECUTIVE SUMMARY Anticipated Listing Date September 27, 1999 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 Hong Kong and be Philippine Stock Exchange) Number of Cash-out shares 8,425,184 common shares (These from Philippine policyholders represent shares issued to eligible policyholders who have elected for cash. The cash-out shares will be issued to eligible policyholders upon demutualization but sold shortly thereafter in a Public Offering of MFC shares to be made in Toronto Stock Exchange, Montreal Stock Exchange and New York Stock Exchange) Number of shares to be 8,906,302 common shares retained by Philippine policyholders Number of shares lodged with 183,413 shares (These represent PSE brokers for the first day of shares issued to those policyholders listing who chose all their shares to be moved to broker accounts. There will be a delay of up to one week moving the shares- to broker accounts for those policyholders who chose only half of their demutualization benefits in shares moved to their broker account. The number of shares that will be moved into broker accounts shortly after listing is 74,938 common shares) Offer Price It has been represented by the Company that the offer price shall be known tomorrow morning. This shall be quoted in Philippine Pesos. Trading in Other Exchanges Shares of the Company may be traded in exchanges where they are listed. However, to effect such transactions, Stock Certificates are required to be uplifted and delivered to the respective broker in the foreign exchange. Attached is a memo from the Company containing instructions for: the Deposit of Shares into the PCD; Report of Discrepancies and the Delay of Deposit of Shares. For your information and guidance. (SGD.) JOSE LUIS U. YULO, JR. President & CEO Memo to : Brokers, Philippine Stock Exchange Memo from : Heather Friesen, Director, Demutualization Project, Asia Date : September 23, 1999 Subject : Manulife Demutualization Thank you for assisting Manulife policyholders in completing their Choices form to transfer their shares of Manulife Financial Corporation ("MFC") to their brokerage account with your firm. The Choices period closed on August 30 and the results have been tabulated. Deposit of shares into the Philippine Central Depository ("PCD"): As mentioned in our previous communication to you on this subject, you will be receiving a computer diskette prepared by Montreal Trust of Canada. This diskette will be delivered to the PCD and available for pick up on the trading floor at least one day before MFC shares are listed in the Philippines. The anticipated listing date is Sept. 27. The diskette will contain all the relevant details for those policyholders - your clients - who chose ALL their demutualization benefits in the form of shares transferred to their broker account. PCD will move the shares so designated into the respective participant accounts so that these clients will be able to sell their MFC shares on the first day of stock trading in the Philippines. Report of Discrepancies . Please check the diskette against your records as soon as possible and fax the details of any client discrepancies along with a copy of the client's Choices form if you have it, to Manulife, attention Bobby Rodrigo, at 818 1664. Please include your name and telephone number so we can get back to you. Delay in deposit of shares in certain cases: For those policyholders who chose to receive their demutualization benefits as a combination of shares and cash and to transfer their shares into a broker account, there will be a delay of up to one week in moving their shares into their broker account. This delay is caused by certain technical complications which arose when the possibility of having to prorate the benefits of all policyholders who chose all or part of their demutualization benefits in cash became apparent. If you have clients who fall in this group you will receive a- second diskette file the week following listing containing all the relevant client details. The same procedure for delivery and verification of the diskette file as described above applies. No direct deposit for improperly completed or late requests: There were a few Choices forms which were not properly completed or were not received by the .August 30th cut-off Affected policyholders are being sent a letter advising them that their request to transfer their shares to their brokerage account could not be processed and that they will receive an ownership statement by mail a few weeks after demutualization closes. Once they receive their ownership statement they may transfer their shares to their brokerage account by completing the request form included with their ownership statement. Special Note on Calculation of Documentary Stamp Tax: There is a special formula for calculating Documentary-Stamp Tax (DST) on the trade of MFC shares issued to demutualization policyholders. The formula is 0.25% of the initial offering price of the MFC shares. This initial offering price will be not be known until the day before listing at which time it will be posted on the trading floor. The DST as calculated using this special formula shall apply to the sale of the MFC shares by the demutualization shareholders and any subsequent trade of the shares. Thank you for your co-operation and participation in this important milestone in Manulife's history. If you have any questions please channel them to me through the Listing Department of the Philippine Stock -Exchange. llcd