Manulife Financial Corporation announces Conversion Privilege of Non-cumulative Rate Reset Class 1 Shares Series 7

TORONTO, Feb. 10, 2017

TORONTO, Feb. 10, 2017 /CNW/ - Manulife Financial Corporation ("Manulife") today announced that it does not intend to exercise its right to redeem all or any of its currently outstanding 10,000,000 Non-cumulative Rate Reset Class 1 Shares Series 7 (the "Series 7 Preferred Shares") (TSX: MFC.PR.H) on March 19, 2017. As a result, subject to certain conditions described in the prospectus supplement dated February 14, 2012 relating to the issuance of the Series 7 Preferred Shares (the "Prospectus"), the holders of the Series 7 Preferred Shares have the right, at their option, to convert all or part of their Series 7 Preferred Shares on a one-for-one basis into Non-cumulative Floating Rate Class 1 Shares Series 8 of Manulife (the "Series 8 Preferred Shares") on March 19, 2017.  A formal notice of the right to convert Series 7 Preferred Shares into Series 8 Preferred Shares will be sent to the registered holders of the Series 7 Preferred Shares in accordance with the share conditions of the Series 7 Preferred Shares. Holders of Series 7 Preferred Shares are not required to elect to convert all or any part of their Series 7 Preferred Shares into Series 8 Preferred Shares. Holders who do not exercise their right to convert their Series 7 Preferred Shares into Series 8 Preferred Shares on such date will retain their Series 7 Preferred Shares, unless automatically converted in accordance with  the conditions below.

The foregoing conversion right is subject to the conditions that: (i) if, after March 6, 2017, Manulife determines that there would be less than 1,000,000 Series 7 Preferred Shares outstanding on March 20, 2017, then all remaining Series 7 Preferred Shares will automatically be converted into an equal number of Series 8 Preferred Shares on March 19, 2017, and (ii) alternatively, if, after March 6, 2017, Manulife determines that there would be less than 1,000,000 Series 8 Preferred Shares outstanding on March 20, 2017, then no Series 7 Preferred Shares will be converted into Series 8 Preferred Shares. In either case, Manulife will give written notice to that effect to any registered holders of Series 7 Preferred Shares affected by the preceding minimums on or before March 12, 2017.

The dividend rate applicable to the Series 7 Preferred Shares for the 5-year period commencing on March 20, 2017, and ending on March 19, 2022, and the dividend rate applicable to the Series 8 Preferred Shares for the 3-month period commencing on March 20, 2017, and ending on June 19, 2017, will be determined and announced by way of a news release on February 21, 2017. Manulife will also give written notice of these dividend rates to the registered holders of Series 7 Preferred Shares.

Beneficial owners of Series 7 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on March 6, 2017. Conversion inquiries should be directed to Manulife's Registrar and Transfer Agent, CST Trust Company, at 1-800-387-0825.

Subject to certain conditions described in the Prospectus, Manulife may redeem the Series 7 Preferred Shares, in whole or in part, on March 19, 2022 and on March 19 every five years thereafter and may redeem the Series 8 Preferred Shares, in whole or in part, after March 19, 2017.