Voting Policyholders of Manufacturers Life, Maritime Life and MFC Insurance, and Shareholders of Maritime Life, approve plan to combine Canadian operations

TORONTO, Nov. 24, 2004 – The Manufacturers Life Insurance Company (“Manufacturers Life”), The Maritime Life Assurance Company (“Maritime Life”) and MFC Insurance Company Limited (“MFC Insurance”) today received overwhelming support from their respective voting policyholders and Maritime Life’s shareholders to combine their current operations into a single Canadian life insurance organization under the name “The Manufacturers Life Insurance Company”. The approval of shareholders of Manufacturers Life and MFC Insurance was obtained in advance of the votes held today. The combined company will be a wholly owned subsidiary of Manulife Financial Corporation (“Manulife Financial”) and the combination will be effective on December 30, 2004, subject to regulatory approvals.

The resolutions approving the combination required a majority of not less than two thirds of the votes cast by voting policyholders of each company. Based on the tabulation results, 98.8 per cent of the votes cast by voting policyholders of Manufacturers Life, 98.2 per cent of the votes cast by voting policyholders of MFC Insurance and 98.0 per cent of the votes cast by voting policyholders of Maritime Life were voted in favour of the proposed combination at each company’s respective meeting.

Voting policyholders and shareholders of Maritime Life were also asked to authorize certain organizational matters with respect to Maritime Life, including the transfer of all the business and assets of Maritime Life and the consolidation of Maritime Life Second Preferred Shares, Series 3 (“Series 3 Shares”). The resolution was passed by 98.2 per cent of the votes cast by voting policyholders, 99.5 per cent of the shares, 99.4 per cent of the preferred shares and 99.9 per cent of the Series 3 Shares voting in favour of this resolution.

“We are very pleased with the strong support from policyholders and shareholders on the proposed integration of our Canadian insurance operations,” said Bruce Gordon, Senior Executive Vice President and General Manager of Manulife Financial’s Canadian Operations. “The strengthened market and financial position of the combined companies, together with cost savings from the integration and simplification of business operations, are expected to benefit all policyholders and shareholders.”

The combined organization will hold leading positions within the Canadian insurance industry, ranking (based on 2003 LIMRA/Fraser data):

  • No. 1 among insurance companies in group life sales;
  • No. 1 in group health sales;
  • No. 1 in individual fixed annuity sales;
  • No. 2 in individual life insurance sales;
  • No. 2 in segregated fund sales;
  • No. 2 in group health revenue; and
  • No. 3 in group life revenue.

Series 3 Share consolidation

The voting policyholders and shareholders of Maritime Life approved the resolution to consolidate the Series 3 Shares on the basis of one consolidated Series 3 Share for each 1,000,000 Series 3 Shares, effective on November 30, 2004. As a part of the consolidation of the Series 3 Shares, no fractional Series 3 Shares will be issued. Any fractional Series 3 Shares existing after consolidation will be purchased by Maritime Life for a cash payment of $27.07279 per Series 3 Share held prior to consolidation ($26.82 per Series 3 Share plus $0.25279 for the pro-rated portion of unpaid dividends declared on those shares to, but excluding, November 30, 2004). Since Manufacturers Life currently has beneficial ownership of 3,420,905 of the outstanding 4,000,000 Series 3 Shares, Manufacturers Life will be the only holder of Series 3 Shares after consolidation. The only other shares of Maritime Life issued to the public, the Maritime Life Second Preferred Shares, Series 1 (“Series 1 Shares”), will be redeemed on December 31, 2004 according to the share conditions of the Series 1 Shares.

About Manulife Financial

Manulife Financial is a leading Canadian-based financial services group serving millions of customers in 19 countries and territories worldwide. Operating as Manulife Financial in Canada and most of Asia, and primarily through John Hancock in the United States, the Company offers clients a diverse range of financial protection products and wealth management services through its extensive network of employees, agents and distribution partners. Funds under management by Manulife Financial and its subsidiaries were Cdn$346 billion (US$274 billion) as at September 30, 2004.

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