Manulife welcomes strong endorsement from John Hancock shareholders on proposed merger

Looks forward to completing regulatory approvals

TORONTO, Feb. 24, 2003 – Shareholders of John Hancock Financial Services, Inc. overwhelmingly endorsed the union with Manulife Financial Corporation today, marking a major milestone in the process leading to the merger of these two leading insurance companies.

At a special meeting held earlier today in Washington, D.C., approximately 69 per cent of total outstanding shares were present and voted with more than 95 per cent of the votes cast favouring the adoption of the merger agreement, according to the preliminary tally. A positive vote by a majority of shares outstanding was required for the merger to be approved and 66 per cent of all outstanding were voted in favour.

“Sometime in April, I expect we will be completing the largest cross-border transaction in Canadian history,” said Dominic D’Alessandro, President and Chief Executive Officer of Manulife Financial. Upon close, approximately 675,000 John Hancock common shareholders will receive 1.1853 Manulife common shares for each John Hancock common share.

Regulatory approvals remain

The remaining approvals required for the merger are regulatory and include, among others, the Office of the Superintendent of Financial Institutions and the Massachusetts Division of Insurance, the principal Canadian and United States insurance regulators for Manulife and John Hancock. “We look forward to completing our transaction and moving forward with our integration plans,” added Mr. D’Alessandro.

Benefit to shareholders, customers, distribution partners, employees

Combined, Manulife Financial, headquartered in Toronto and John Hancock of Boston with its Canadian subsidiary, Maritime Life of Halifax, will form the second largest life insurance company in North America, the fifth largest in the world, and the third largest publicly traded company in Canada, based on market capitalization as at February 20, 2004.

“We’re creating a global market leader with extensive operations spanning Canada, the U.S. and Asia. The complementary nature of the organizations will offer our customers multiple access points to a wide array of financial and protection products, our distribution partners cross selling possibilities, and our employees opportunities for career development in a global enterprise. Shareholders will benefit from greatly enhanced scale, a proven financial track record and a capital base that positions the Company for even greater growth and value,” said Mr. D’Alessandro.

“We are delighted to have received this tremendous level of support for the merger with Manulife from our shareholders,” said David D’Alessandro, John Hancock’s Chairman and Chief Executive Officer, “including hundreds of thousands of our individual policyholders who received shares in the demutualization process. We believe our investors clearly see this as a unique strategic opportunity to combine our two exceptionally strong companies into a single, global market leader.

About John Hancock

John Hancock Financial Services, Inc. (NYSE: JHF) and its affiliated companies provide a broad array of insurance and investment products and services to retail and institutional customers. As of December 31, 2003, John Hancock and its subsidiaries had total assets under management of US$142.5 billion. John Hancock can be found on the Internet at

About Manulife Financial

Manulife Financial is a leading Canadian-based financial services group operating in 15 countries and territories worldwide. Through its extensive network of employees, agents and distribution partners, Manulife Financial offers clients a diverse range of financial protection products and wealth management services. Funds under management by Manulife Financial were Cdn$156.7 billion as at December 31, 2003.

Manulife Financial Corporation trades as ‘MFC’ on the TSX, NYSE and PSE, and under ‘0945’ on the SEHK. Manulife Financial can be found on the Internet at

Forward-Looking Statements

This news release includes Forward-Looking statements with respect to the Company, including its business operations and strategy as well as its financial performance and condition. These statements generally can be identified by the use of Forward-Looking words such as: “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” or “continue” or the
negative thereof or similar variations. Although management believes that the expectations reflected in such Forward-Looking statements are reasonable, such statements involve risks and uncertainties and actual results may differ materially from those expressed or implied by such Forward-Looking statements. Important factors that could cause actual results to differ materially from the Company’s expectations include among other things, general economic conditions worldwide, market factors, including global capital market activity, interest rate and currency value fluctuations, business competition, changes in government regulations or in tax laws, technological changes, changes in consumer demand for the Company’s products and services, realizing
increased revenue from the expansion and development of distribution channel capacity, our ability to complete strategic acquisitions and to integrate acquisitions, catastrophic events, political conditions and developments and international conflicts. The Company does not undertake to update any Forward-Looking statements.

Important Legal Information

In connection with the proposed merger of Manulife and John Hancock Financial Services, Inc., Manulife has filed a registration statement on Form F-4 containing a proxy statement/prospectus for the stockholders of John Hancock with the SEC. John Hancock’s stockholders and investors are urged to read the proxy statement/prospectus regarding the merger and any other relevant documents carefully in their entirety because they contain important information about the proposed transaction. The registration statement containing the proxy statement/prospectus and other documents are available free of charge at the SEC’s Web site, Stockholders and investors in John Hancock or Manulife may also obtain the proxy statement/prospectus and other documents free of charge by directing their requests to John Hancock Shareholder Services, c/o EquiServe, L.P., P.O. Box 43015, Providence, RI 02940-3015, (800-333-9231) or to Manulife Investor Relations, 200 Bloor Street East, NT-7, Toronto, Ontario, M4W 1E5, Canada, (800-795-9767).