Manulife Financial - S(00945.HK) announces "Regular Offer to Issuers" plan

Manulife Financial-S (00945.HK) announced today that it has received approval from the Toronto Stock Exchange to initiate the previously announced “Regular Issuer Bid” plan. The plan allows Manulife to repurchase and cancel up to 42 million common shares, representing approximately 2.5% of Manulife’s issued and outstanding common shares. As of February 10, 2026, Manulife has a total of 1,676,751,543 issued and outstanding common shares. The Canadian financial regulatory authority has previously approved this “Regular Issuer Bid” plan.

Under the “Regular Issuer Bid” plan, subject to compliance with the Toronto Stock Exchange’s rules on large transactions, Manulife may repurchase up to 1,483,481 of its common shares on any trading day on the exchange, which is 25% of the average daily trading volume of 5,933,925 common shares over the six months ending January 31, 2026. Repurchases through the “Regular Issuer Bid” can commence from February 24, 2026, and will continue until the bid expires on February 23, 2027, or until Manulife has repurchased the maximum amount, whichever occurs first.

The “Regular Issuer Bid” plan provides Manulife with flexibility to repurchase common shares as part of its capital management strategy. The strategy aims to maintain a prudent regulatory capital ratio while also creating value for shareholders.

Repurchases conducted under the “Regular Issuer Bid” plan may be executed on the Toronto Stock Exchange, the New York Stock Exchange, and other designated trading systems in Canada and the United States, at the prevailing market price or other approved prices. All common shares repurchased by Manulife under the plan will be canceled. All repurchase transactions must comply with applicable Canadian securities laws and U.S. federal securities laws.

Additionally, Manulife may repurchase its common shares outside Canada and the U.S. in accordance with applicable laws. Subject to regulatory approval, Manulife may also, under issuer bid exemptions issued by securities regulators, directly purchase common shares from other holders through private agreements. Any private transactions conducted under such exemptions are generally executed at a discount to the prevailing market price. Manulife may also use derivative arrangements to support its repurchase activities, including selling put options, entering into forward purchase agreements, accelerated share repurchase programs, other equity contracts, or acquiring shares through other means. Any such arrangements must be approved by regulators and conducted within the permitted terms and timeframe under applicable securities laws. The total number of common shares repurchased through the “Regular Issuer Bid” and all other potential repurchase arrangements will not exceed 42 million shares.

Manulife has established an automatic share repurchase plan, whereby its designated broker will purchase Manulife common shares under the “Regular Issuer Bid.” The actual number of shares repurchased, timing, and price will depend on future market conditions. The plan has been pre-approved by the Toronto Stock Exchange and allows for repurchases at any time, including during periods when Manulife is restricted from trading due to blackout periods, insider trading rules, or other factors, enabling ongoing share repurchase activities.