MFC Manulife Financial Corporation

As filed with the Securities and Exchange Commission on February 28, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MANULIFE FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

MANULIFE FINANCIAL CORPORATION

STOCK PLAN FOR NON-EMPLOYEE DIRECTORS,

EXECUTIVE STOCK OPTION PLAN AND

GLOBAL SHARE OWNERSHIP PLAN

(Full Title of the Plans)

Scott A. Lively, Esq.

John Hancock Life Insurance Company (U.S.A.)

197 Clarendon Street

Boston, Massachusetts 02116

(Name and Address of Agent for Service)

(617) 663-3000

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Manulife Financial Corporation, a Canadian corporation (the “Registrant”), is filing this registration statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 25,000,000 additional common shares of the Registrant (the “Common Shares”) for issuance pursuant to the Manulife Financial Corporation Stock Plan for Non-Employee Directors (as amended from time to time, the “Director Plan”), the Executive Stock Option Plan (as amended from time to time, the “Executive Option Plan”) and the Global Share Ownership Plan (as amended from time to time, the “Global Plan” and, together with Director Plan and the Executive Option Plan, the “Plans”).

In connection with the Plans, the Registrant previously registered for issuance (i) 2,400,000 Common Shares under the Director Plan and Executive Option Plan, (ii) 1,000,000 Common Shares under the Global Plan, and (iii) an additional 30,000,000 Common Shares under the Plans, pursuant to registration statements on Form S-8 filed with the Commission (Registration No. 333-12610, Registration No. 333-13072 and Registration No. 333-157326) on September 26, 2000, January 17, 2001 and February 13, 2009, respectively (the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, the Registrant hereby incorporates by reference the contents of the Prior Registration Statements, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:

a) The Registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act (except for the section thereof entitled “Ratings”) or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.

b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.

c) The description of the Common Shares contained in the Registrant’s registration statement on Form F-10 under the heading “Share Structure”, filed under the Exchange Act on September 26, 2023, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

The Registrant hereby undertakes to provide without charge to each person who has received a copy of the prospectus to which this registration statement relates, upon the written or oral request of any such person, a copy of any or all the documents that have been or may be incorporated by reference into this registration statement, other than exhibits to such documents (unless such exhibits are incorporated therein by reference).

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on this 28^th day of February, 2024.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Manulife Financial Corporation hereby severally constitute and appoint Colin Simpson, Chief Financial Officer, James D. Gallagher, General Counsel, Scott S. Hartz, Chief Investment Officer, and Stephanie Fadous, Treasurer, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Manulife Financial Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Manulife Financial Corporation in the United States, on this 28^th day of February, 2024.

Exhibit 5.1

February 28, 2024

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Registration Statement on Form S-8

Ladies and Gentlemen:

I am Vice President and Chief Counsel, Public Company of The Manufacturers Life Insurance Company, a company organized under the laws of Canada and a wholly-owned subsidiary of Manulife Financial Corporation (the “Company”). A registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), is being filed herewith by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2024. The Registration Statement relates to the registration of 25,000,000 authorized and unissued or issued common shares of the Company (the “ Common Shares”) to be offered from time to time pursuant to the Company’s Stock Plan for Non-Employee Directors (the “Director’s Plan”), Executive Stock Option Plan (the “ESOP”) and Global Share Ownership Plan (the “GSOP”) to residents of the United States.

In that connection, I or members of my staff have examined or relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and instruments relating to the Company as I have deemed relevant and necessary to the formation of the opinion hereinafter set forth. In such examination, I have assumed, without independent investigation, the genuineness and authenticity of all documents examined by me or members of my staff and all signatures thereon, the legal capacity of all persons executing such documents, the conformity to originals of all copies of documents submitted to us and the truth and correctness of any representations and warranties contained therein.

The opinions expressed herein are limited to the laws of the Province of Ontario and the laws of Canada applicable therein, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

Based upon the foregoing, I am of the opinion that the 25,000,000 Common Shares that are reserved for issuance in the aggregate pursuant to the Director’s Plan, the ESOP and the GSOP have been duly authorized and, when issued in accordance with the terms of the Director’s Plan, the ESOP or the GSOP, as applicable (to the extent authorized thereunder), will be validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name wherever appearing in the Registration Statement and any amendment thereto. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

Exhibit 10.1

MANULIFE FINANCIAL CORPORATION

GLOBAL SHARE OWNERSHIP PLAN

January 1, 2001

Amended and Restated effective as of June 1, 2018

TABLE OF CONTENTS

SECTION 1.

PURPOSE AND EFFECTIVE DATE

The purposes of this Plan are to encourage Employees to own shares of the Company, to motivate Employees to maximize Company performance and to think and act as shareholders and to provide an opportunity for all eligible Employees to participate in the performance of the Common Shares.

This Plan amends and restates the Manulife Financial Corporation Global Share Ownership Plan dated January 1, 2001 as of June 1, 2018. All Personal Accounts, beneficiary designations, elections as to Regular Contributions are valid and shall continue in effect until revoked, changed or terminated in accordance with the Plan.

SECTION 2.

INTERPRETATIONS AND DEFINITIONS

In this Plan, unless the context otherwise requires, the following terms shall have the following meanings:

“Additional Contributions” means Matching Contributions and Special Contributions;

“Beneficiary” means any person or other entity which has been designated by a Participant in his or her most recent written beneficiary designation filed with the Company or Plan Administrator to receive the Common Shares held in the Participant’s Personal Account to the extent permitted. If there is no designated beneficiary, then the term means any person or other entity entitled by will or the laws of descent and distribution to receive such Common Shares;

“Common Shares” means the issued and outstanding common shares in the capital of the Company;

“Company” means Manulife Financial Corporation;

“Eligible Earnings” means the amount of remuneration paid to a Participant for service rendered by such Participant to the Employer, including:

But excluding:

“Employee” means a regular full-time or part-time employee of the Company or of any Subsidiary who is eligible to participate in the group benefit plans offered by The Manufacturers Life Insurance Company or any other Subsidiary as the case may be;

“Employer” means, with respect to an Employee, the Company or any Subsidiary which is the employer of such Employee;

“Employment Termination” means the termination of the Participant’s employment with the Employer regardless of whether the Participant’s employment with the Employer is terminated with or without cause, lawfully or unlawfully;

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“Market Place” means any of (i) the Toronto Stock Exchange for any Participant paid in Canada in Canadian dollars, (ii) the New York Stock Exchange for any Participant who is not paid in Canada or in Canadian dollars, or (iii) any other exchange on which the Common Shares are listed for trading as determined by the Company from time to time;

“Market Price” means the weighted average of the aggregate purchase price of Common Shares purchased on any particular day or successive Business Days, on the applicable Market Place;

“Matching Contributions” means cash contributions as set forth in Section 4.1(b);

“Notice of Change” means the notice given by the Participant to the Plan Administrator to change Regular Contributions, in a form determined by the Company from time to time;

“Notice of Termination” means the notice delivered by the Participant or his or her Beneficiary, successors or personal representatives to terminate participation in the Plan, in a form determined by the Company from time to time;

“Notice of Withdrawal” means the notice given by a Participant to the Plan Administrator to withdraw cash, Common Shares or proceeds from the sale of Common Shares in accordance with the provisions of Section 6.3, in a form determined by the Company from time to time;

“Participant” means an Employee who is enrolled in the Plan in accordance with the terms and conditions described in Section 3.1;

“Pay Close Date” means the date determined by the Participant’s Employer as being the cutoff date for a Pay Date;

“Pay Date” means the date on which a Participant is paid Eligible Earnings;

“Personal Account” means an account maintained by the Plan Administrator in the name of a Participant to account for Regular Contributions and Additional Contributions;

“Plan” means the Global Share Ownership Plan described herein as amended and restated from time to time;

“Plan Administrator” means each of the Group Retirement Services of The Manufacturers Life Insurance Company and Buck or such other administrators that may be duly appointed by the Company from time to time;

“Quarterly Period” means January 1 through and including March 31; April 1 through and including June 30; July 1 through and including September 30; or October 1 through and including December 31 in any fiscal year;

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“Regular Contributions’’ means cash contributions as set forth in Section 4.1(a);

“Special Contributions” means cash contributions as set forth in Section 4.3;

“Subsidiary” means a direct or indirect subsidiary of the Company that has been included under this Plan as determined by the Company from time to time and set forth on a list maintained by Global Performance & Rewards or such other department of the Company that has global responsibility for the Plan;

“Termination Date” means a Participant’s last day of active employment with an Employer on an Employment Termination and does not include any period of statutory, contractual, common law, civil law or other notice of termination of employment or any period of salary continuance, severance or deemed employment.

The division of this Plan into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Plan.

Where the context so requires, words importing the singular number include the plural and vice-versa, and words importing the masculine gender include the feminine and neuter genders.

The Plan shall be governed by and construed in accordance with the laws, but not the choice of law rules, of the Province of Ontario and the federal laws of Canada applicable therein.

The Plan shall be binding on all successors and assigns of the Company, the Subsidiaries and Participants, including without limitation, Beneficiaries, the estate of such Participants and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

No Common Shares or cash allocated to a Participant’s Personal Account shall be assignable or transferable by the Participant, otherwise than by will or the laws of descent and distribution or pursuant to a beneficiary designation. Each Participant may designate a beneficiary to be assigned the Common Shares and cash held in such Participant’s Personal Account at the time of the Participant’s death. If a deceased Participant has named no Beneficiary, any Common Shares and cash held in the Participant’s Account at the time of death shall be transferred as provided in the Participant’s will or by the laws of descent and distribution.

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SECTION 3.

ELIGIBILITY AND ENROLMENT

All Employees are eligible to become Participants other than:

An Employee shall become a Participant by submitting a completed enrolment form to the Plan Administrator in the form determined by the Company from time to time. Enrolment shall be effective on the Pay Close Date next occurring after the Employee submits his or her enrolment form. Submission of a completed enrolment form shall cause the Participant to be bound by the terms and conditions of the Plan.

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SECTION 4.

CONTRIBUTIONS

Special Contributions may be contributed to a Participant’s Personal Account in connection with an employee recognition program offered by the Company and the Employer in their sole discretion and on such terms and conditions as they may determine from time to time. The contribution of a Special Contribution to a Participant’s Personal Account shall neither entitle such Participant to receive, nor preclude such Participant from receiving, any subsequent Special Contribution.

The Participant shall authorize the Employer to transfer to the Plan Administrator all of his or her Regular Contributions by participating in the Employer’s payroll deduction program instituted for the purposes of this Plan. The Employer shall transfer all Regular Contributions along with Additional Contributions to the Plan Administrator who, upon receipt of all such amounts, shall, in accordance with the provisions of Section 4.4 herein, invest such Regular Contributions along with the corresponding Additional Contributions on behalf of the Participant.

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Upon receipt of Regular Contributions or Additional Contributions the Plan Administrator shall purchase Common Shares. All purchases by the Plan Administrator shall be made as agreed by the Company and the Plan Administrator, and the Plan Administrator shall control the time, amount and manner of all purchases of Common Shares. The price for the purchase of the Common Shares shall be the Market Price. The Plan Administrator shall purchase Common Shares through the Market Place.

After each purchase of Common Shares pursuant to Section 4.4, the Plan Administrator shall allocate to each Participant’s Personal Account, on a full or fractional share basis, together with any income earned on such Common Shares, as appropriate, the proportionate number of Common Shares acquired pursuant to Section 4.4 herein. Prior to such allocation, all Common Shares purchased on behalf of Plan Participants (together with all income earned on such shares) shall be held by the Plan Administrator.

The Plan Administrator shall reinvest all dividends payable on all Common Shares held for a Participant’s Personal Account in the Plan, subject to applicable taxes, and upon purchase of Common Shares thereunder, same shall be allocated to each Participant’s Personal Account based on the amount of dividends received or deemed to have been received by the Participant based on the Participant’s interest in Common Shares.

Brokerage commissions, transfer taxes and other charges or expenses of the purchase of Common Shares shall be paid by the Company. Brokerage commissions, transfer taxes and other charges or expenses of the sale or transfer of Common Shares shall be paid by the Participants.

Regular Contributions and Additional Contributions which are received by the Plan Administrator in a currency other than the currency which will be used to purchase Common Shares on the applicable Market Place shall be converted by the Plan Administrator into the purchasing currency at the “best customer” rate of exchange in effect on the date of receipt.

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SECTION 5.

REGISTRATION AND VOTING OF COMMON SHARES

Common Shares purchased by the Plan Administrator under this Plan shall be registered in the name of the Plan Administrator or its nominee.

Whole Common Shares allocated to a Participant’s Personal Account shall be voted by the Participant, in accordance with the provisions of the Insurance Companies Act and applicable securities legislation.

SECTION 6.

WITHDRAWALS FROM PERSONAL ACCOUNT

Subject to Section 7.1, a Participant may make withdrawals from a Personal Account only as provided for in this Section 6.

A Participant may withdraw all or any part of the Common Shares in a Personal Account and/or sell all of the Common Shares in a Personal Account and withdraw the cash realized therefrom in accordance with this Section 6.

In order to initiate a withdrawal, a Participant shall submit to the Plan Administrator a Notice of Withdrawal in the form agreed upon by the Plan Administrator and the Company from time to time. The Notice of Withdrawal shall state whether the Participant desires (a) cash or electronic funds transfer from an immediate sale of Common Shares; (b) cash or electronic funds transfer from a sale of Common Shares at the next sale executed by the Plan Administrator; (c) share certificates representing the Common Shares or (d) a transfer of the Common Shares to another account of the Participant.

As agreed to between the Company and the Plan Administrator, funds being withdrawn by a Participant may be converted from the currency in the Personal Account to another currency. Such conversion shall occur at the rate of exchange in effect on the date of any transfer funds.

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Matching contributions to a Participant’s Personal Account will be suspended for a period of six months from the date of a withdrawal if the Participant makes a withdrawal (i) within 365 days of enrolling in the Plan or (ii) within 365 days of the Participant’s last withdrawal from his or her Personal Account. The Company may, acting in its sole discretion, agree to waive the suspension in a case of undue hardship.

SECTION 7.

TERMINATION OF PARTICIPATION

In the event of an Employment Termination:

In the event that a Participant does not submit a Notice of Termination within the 90 day period as required under Section 7.1(a), the Company shall notify the Plan Administrator and, unless otherwise directed, sell the Common Shares of the Participant at the next executed sale and mail a cheque for the proceeds less applicable withholding taxes to the Participant’s last known home address.

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SECTION 8.

AMENDMENT AND TERMINATION OF PLAN

The Company may at any time or from time to time amend or terminate this Plan in whole or in part: provided however, that the Company may not amend or terminate this Plan in a manner which would deprive a Participant of any benefits that have accrued on or prior to the date of amendment or termination or which would cause or permit any Common Shares or cash to revert to or become the property of the Company which have been allocated to a Participant’s Personal Account.

Should the Plan be terminated, all Common Shares and cash in the Participant’s Personal Account shall be delivered and paid to the Participant or as directed by the Participant, within sixty (60) calendar days of the termination of the Plan.

SECTION 9.

ADMINISTRATION

The Plan Administrator shall administer the Plan. The Company shall be responsible for interpreting the terms of the Plan and directing the Plan Administrator. The Company may adjust the administration of the Plan as necessary to comply with country specific legal and compliance requirements.

The Plan Administrator shall deliver to each Participant a statement setting forth the status of the Participant’s Personal Account as of the end of a specified period at least once per year or as required by applicable law. Any statements or forms which may be required by a Participant in filing its income tax return will be issued with the Participant’s statement or distributed separately.

Records of the Plan Administrator will be prima facie conclusive as to all matters involved in administration of the Plan.

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Unless otherwise provided for herein, all costs and expenses of administering the Plan, including the Plan Administrator’s compensation, shall be paid by the Company or the Employers.

In the event of a dispute as to the interpretation of the Plan, the decision of the Company shall be binding on the Participants and the Plan Administrator.

Participants authorize the Plan Administrator to accept written instructions submitted electronically to change contributions, make withdrawals from their Personal Accounts or terminate their participation in the Plan, including written instructions requiring an original signature. Each Participant indemnifies and holds harmless the Company, their Employer and the Plan Administrator in the event of any loss or damage suffered by such Participant as a result of the Plan Administrator relying upon written instructions in accordance with this provision.

SECTION 10.

LIMITATION OF RIGHTS OF THE EMPLOYEE

This Plan is a voluntary program on the part of the Company and the Subsidiaries and shall not constitute a consideration for or an inducement to or condition of the employment of any Employee. Nothing contained in the Plan shall give any Employee, whether a Participant or not, the right to be retained in the service of the Company or its subsidiaries or shall interfere with the right of the Company or its subsidiaries to discharge any Employee, whether a Participant or not, at any time. Enrolment in the Plan shall not give any Participant or beneficiary of a Participant any right or claim to any benefit except to the extent provided for in the Plan.

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It is the responsibility of the Participant to complete and file any tax returns which may be required under applicable tax laws within the time periods specified in those laws as a result of the Participant’s participation in the Plan. Neither the Plan Administrator nor the Company or its subsidiaries may be held responsible for any tax consequences to the Participant as a result of the Participant’s participation in the Plan. Each Employer is authorized to deduct or withhold from any amount payable or credited to a Participant hereunder or from such Participant’s regular remuneration from the Employer such taxes and other amounts as it may be required by applicable law to deduct or withhold and to remit such amounts to the applicable governmental authority as required by law.

None of the Company, its subsidiaries or the Plan Administrator shall be liable to any Employee for any loss resulting from a decline in the market value of any Common Shares bought by the Plan Administrator on behalf of a Participant. None of the Company, its subsidiaries or the Plan Administrator shall be liable to any Employee for any change in the Market Price of Common Shares between the time a Participant authorizes the sale of Common Shares and the time such sale takes place. None of the Company, its subsidiaries or the Plan Administrator shall be liable to any Employee for any change in relative values of currencies or for any losses resulting from foreign exchange transactions.

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our reports dated February 14, 2024 with respect to the consolidated financial statements of Manulife Financial Corporation as at December 31, 2023 and 2022, and for the years then ended, and the effectiveness of internal control over financial reporting of Manulife Financial Corporation as of December 31, 2023 included in its 2023 Annual Report (Form 40-F) filed with the U.S. Securities and Exchange Commission, incorporated by reference in the Registration Statement on Form S-8 pertaining to Manulife Financial Corporation Stock Plan For Non-Employee Directors, Executive Stock Option Plan, and Global Share Ownership Plan.

Toronto, Canada

February 28, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Manulife Financial Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities