Contents

Letter to shareholders

Dear shareholder:

You are invited to attend our annual and special meeting of common shareholders on Wednesday, May 6, 2026 at 5:00 p.m. (Toronto time).

Shareholders will have the opportunity to attend the meeting, ask questions and vote on a number of important matters by way of live webcast at meetings.lumiconnect.com/400-804-248-487.

The meeting will also be held at Sun Life's head office at 1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada.

The business of the meeting is described in the accompanying notice of our 2026 annual and special meeting and management information circular (Circular).

We will be conducting the annual meeting of the voting policyholders and sole shareholder of Sun Life Assurance Company of Canada at the same time. The formal business of each meeting will be conducted separately, however, management's presentation will address shareholders and policyholders.

If you cannot attend the meeting, please vote by submitting your proxy or voting instruction form by mail, internet or telephone by 5:00 p.m. (Toronto time) on Monday, May 4, 2026, as described on page 14 in the attached Circular.

Scott F . Powers	Kevin D Strain
Chair of the Board	President & Chief Executive Officer

Si vous désirez recevoir l'avis de convocation à l'assemblée annuelle et la circulaire d'information en français, veuillez communiquer avec le secrétaire en écrivant au 1 York Street, 31st Floor, Toronto (Ontario) Canada M5J 0B6, en composant le 1 877-786-5433, ou en envoyant un courriel à servicesauxactionnaires@sunlife.com.

Notice of our 2026 annual and special meeting

You are invited to our annual and special meeting of common shareholders:

What the meeting will cover

1. Receipt of the 2025 consolidated financial statements

2. Election of the directors

3. Appointment of the auditor

4. A non-binding advisory vote on our approach to executive compensation

5. Amendments to Sun Life's Executive Stock Option Plan

6. Consideration of other business that may properly be brought before the meeting.

A total of 554,013,029 votes are eligible to be cast at the meeting.

The annual meeting of Sun Life Assurance Company of Canada will also be held at the same time.

The attached Circular is being sent to you because you owned common shares of Sun Life Financial Inc. on March 13, 2026 (the record date). It includes important information about what the meeting will cover, who can vote and how to vote.

The Board of Directors has approved the contents of this circular and has authorized us to send it to you.

Troy Krushel

Vice-President, Associate General Counsel & Corporate Secretary

Toronto, Ontario

March 13, 2026

Management information circular

March 13, 2026

In this document, we, us, our, the company, Sun Life and SLF Inc. mean Sun Life Financial Inc., and Sun Life Assurance means Sun Life Assurance Company of Canada. You, your and shareholder mean common shareholders of SLF Inc. All dollar amounts are in Canadian dollars unless otherwise stated.

Unless otherwise stated, information in this management information circular (Circular) is provided as of February 27, 2026.

About the meeting

Delivery of meeting materials

Notice and access

We are making this Circular available online instead of by mail according to the notice and access rules developed by Canadian Securities Administrators, and pursuant to an exemption received from the Office of the Superintendent of Financial Institutions Canada (OSFI).

We are also using notice and access for delivery of our management's discussion and analysis (MD&A) to registered shareholders and for delivery of our financial statements and MD&A to non-registered (beneficial) shareholders and share ownership account participants.

This means instead of receiving a paper copy of the materials, you will receive a notice explaining how to access them online. You will also receive a form of proxy or a voting instruction form so you can vote your shares.

Registered shareholders who have not opted out of receiving our financial statements will receive them by mail (or by email if they have agreed to electronic delivery).

How to access the meeting materials online

This Circular, the financial statements and our MD&A are available online at:

• our website at sunlife.com/2026agm

• the website of our transfer agent, TSX Trust Company (TSX Trust) at meetingdocuments.com/TSXT/slf/

• SEDAR+ at sedarplus.ca, and

• EDGAR at sec.gov/edgar.

How to request a paper copy of materials provided to you through notice and access

You may request a paper copy of this Circular or our financial statements and MD&A up to one year from the date the Circular was filed on SEDAR+. If you would like to receive a paper copy prior to the voting deadline, please make a request by no later than April 23, 2026 on TSX Trust's website (meetingdocuments.com/ TSXT/slf), by contacting TSX Trust at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 (other countries) or by email at TSXT-fulfilment@tmx.com. A copy of the requested documents will be sent to you at no cost within three business days of your request. If you request a paper copy of any materials, you will not receive a new form of proxy, so keep the original form sent to you to vote.

Questions?

If you have questions about notice and access or to request a paper copy of this Circular after the meeting at no charge, you can call TSX Trust at 1-888-433-6443 (toll free in Canada and the United States), or 416-682-3801 (other countries) or email TSXT-fulfilment@tmx.com.

Sign up for e-Delivery

You can receive meeting materials, including the notice, proxy form and voting instruction form, by email rather than conventional mail. E-Delivery reduces paper and energy consumption and gets the documents to you faster.

Registered shareholders and share ownership account participants		Non-registered shareholders
Go to tsxtrust.com/SL/GoDigital or check the box on the reverse side of your proxy form and provide your email address.		Sign up at proxyvote.com using the control number from your voting instruction form, or after the meeting by contacting your intermediary.

How to participate 

Attending the meeting in person

Shareholders and duly appointed proxyholders can attend in person at Sun Life's head office at 1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada. Only registered shareholders and duly appointed proxyvholders, who have presented valid government-issued photo identification at the registration desk, will be granted access to the in-person meeting. All other guests will be able to attend the meeting online, as described below.

Attending the meeting online

You can attend the meeting online, securely vote and participate in real time by following the steps below.

To access the meeting go to meetings.lumiconnect.com/400-804-248-487 on your smartphone, tablet or computer, click "I have a control number" and then enter your control number and password "sunlife2026" (case sensitive).

• Registered shareholders: Your control number is the number located on the form of proxy or in the email notification you received from TSX Trust. If you use your control number to log in to the meeting, any vote you cast at the meeting will revoke any proxy you previously submitted. If you do not wish revoke a previously submitted proxy, you should not vote during the meeting.

• Duly appointed proxyholders: Proxyholders who have been duly appointed and registered with TSX Trust as described in this Circular will receive a control number by email from TSX Trust after the proxy voting deadline has passed.

• Guests: If you do not have a control number, click "Guest" and then complete the online form. Guests will not be able to vote during the meeting.

Technical requirements and support

The virtual platform supports the latest versions of all major internet browsers (except Internet Explorer) across desktops, laptops, tablets, and smartphones. A strong internet connection is required to attend and participate effectively. Please allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Meeting.

It is possible that internal network security protocols, including firewalls and VPN connections may block access to the webcast. If you are experiencing any difficulty connecting or watching the meeting, please ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization. For further assistance you may contact LUMI technical support at: support- ca@lumiglobal.com.

Additional information and updates on how to attend the meeting will be made available on our website at sunlife.com/2026agm.

What the meeting will cover

Financial statements

You will receive the consolidated financial statements for the year ended December 31, 2025, the auditors' reports thereon and the actuary's report on the policy liabilities reported in the financial statements.

Electing the directors (director nominee profiles begin on page 16)

We expect that all of the nominees will be able to serve as director but if for any reason a nominee is unable to serve, the persons named in the proxy form have the right to vote at their discretion for another nominee proposed according to the company's by-laws and applicable law.

Our policy on majority voting

The election of directors at the meeting is expected to be an uncontested election, meaning that the number of nominees will be equal to the number of directors to be elected. If a director receives more "withheld" than "for" votes in an uncontested election, they must tender a written offer to resign to the Board. The Board will accept the resignation within 90 days unless there are exceptional circumstances and will disclose the reasons for its decision in a news release. The impacted director will not participate in these deliberations.

Appointing the auditor

You will vote on the appointment of Deloitte LLP (Deloitte) as our independent external auditor for 2026. Deloitte has been our auditor since SLF Inc. was incorporated in 1999 and has served as the auditor of Sun Life Assurance since 1875.

The Audit Committee pre-approves services provided by the auditors, and also evaluates the auditors on an annual basis with respect to quality, effectiveness and independence, taking into account the risks and benefits of audit firm rotation. We completed a comprehensive audit tender process in 2016, have carried out an annual review of the auditor each year and have committed to conducting a more comprehensive review every 5 years, with the last such review happening in 2024. In 2025, we conducted our annual review of the external auditor. This included evaluating the engagement partner and team, assessing their independence, objectivity, audit work, and reviewing the quality of their communication. We also considered historical shareholder and policyholder support.

In 2025, we received 279,691,326 votes for the appointment of Deloitte as our auditor, with 31,251,646 votes being withheld. The Board, on recommendation of the Audit Committee, recommends voting FOR Deloitte as our auditor. If you do not specify in your proxy form or voting instruction form how you want to vote, the persons named in the form of proxy will vote FOR the appointment of Deloitte as our auditor.

Auditor's fees

The table below shows the fees relating to services provided by Deloitte for the past two years.

¹ Adjustments to 2024 fees of $0.3 for Tax Services.

Audit fees relate to professional services rendered by the auditors for the audit of our annual consolidated financial statements, the statements for our segregated funds and services related to statutory and regulatory filings. Audit fees of $16.1 (2024: $15.8) relate to the audit of the consolidated financial statements of SLF Inc. and its subsidiaries to support the audit opinion expressed in the independent auditor's report; the remaining audit fees of $12.4 (2024: $10.9) relate to audit of the statements for segregated funds and statutory and regulatory filing. The increase in audit fees in 2025 compared to 2024 is primarily due to the additional audit services related to the acquisition of Bowtie Life Insurance Company Limited, the transition of segregated fund audits from other accounting firms to Deloitte to enhance cost efficiency, and foreign exchange impacts.

Audit-related fees include assurance services not directly related to performing the audit of the annual consolidated financial statements. These include internal control reviews, specified procedure audits and employee benefit plan audits. The increase in audit-related fees in 2025 compared to 2024 primarily reflects the transition of service organization control audits (e.g. SOC 1 and SOC 2) from other accounting firms to Deloitte as part of cost management initiatives.

Tax fees relate to tax compliance, tax advice and tax planning.

All other fees relate to products and services other than audit, audit-related and tax as described above.

The Audit Committee pre-approves any services that are to be provided by the external auditor. The committee has, subject to reporting requirements, pre-approved certain audit, audit-related and other permissible non-audit services that are consistent with maintaining the independence of the external auditor. You can find more information about this policy in our annual information form which is available on SEDAR+ (sedarplus.ca) and on EDGAR (sec.gov/edgar).

Having a "say on pay"

We will ask the shareholders to consider and vote on the following resolution. The Board recommends that shareholders vote FOR the resolution. If you do not specify in your proxy form or your voting instruction form how you want to vote your shares, the persons named in the form of proxy will vote FOR the resolution:

"RESOLVED THAT on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the Management Information Circular dated March 13, 2026 delivered in advance of the annual and special meeting of common shareholders on May 6, 2026."

One of the Board's primary responsibilities is to ensure Sun Life is able to attract, retain and reward qualified executives. While shareholders will provide their collective views on our approach to executive compensation through the advisory vote, the directors are still fully responsible for their compensation decisions. We will file the results of the votes, including the advisory vote, on SEDAR+ (sedarplus.ca) and on our website. In 2025, we received 95.3% support for our approach to executive compensation (291,451,255 votes for and 14,380,746 votes against).

If a significant number of shareholders oppose the "say on pay" resolution, the Board will consult shareholders to understand their concerns, and then review our approach to executive compensation with their concerns in mind. Our executive officers have a material interest in the outcome of the vote because it may affect our process for determining their compensation. It is impossible, however, for us to describe the impact of the vote or the consultations before they have taken place.

Amendments to Sun Life's Executive Stock Option Plan

Currently, the maximum number of common shares that may be issued to participants under Sun Life's Executive Stock Option Plan (ESOP) may not exceed 29,525,000 common shares. As of the date of this Circular, 25,245,327 common shares have been issued pursuant to the exercise of stock options, granted under the ESOP since its adoption in 2001. There are 3,212,324 outstanding stock options under the ESOP, leaving 1,067,349 common shares available for issuance pursuant to the exercise of any future stock option grants under the ESOP.

Based on the current number of common shares available for issuance pursuant to the exercise of any future stock option grants under the ESOP, the burn rate associated with stock options granted under the ESOP, and Sun Life's practices for granting stock options, it is proposed that the maximum number of common shares available for issuance under the ESOP be increased by an additional 5 million common shares, representing approximately 0.9% of the total issued and outstanding common shares as of the date of this Circular.

After giving effect to the proposed increase, the number of common shares that will be available for issuance under the ESOP (including to satisfy the exercise of currently outstanding stock options), after deducting the common shares previously issued pursuant to the exercise of options under the ESOP, will be 6,067,349. This represents approximately 1.1% of the total issued and outstanding common shares as of the date of this Circular.

The ESOP aims to align participants' interests with shareholders by linking compensation to the long-term value of Sun Life's common shares. An increase in the number of common shares available for issuance under the ESOP will allow Sun Life to continue to grant awards under the ESOP to achieve that objective, as well as to motivate the participants to achieve Sun Life's business and strategic objectives and to align interests of participants with those of the shareholders. The Board continues to believe that the ability to grant awards under the ESOP is a key component of Sun Life's total compensation program for participants in the ESOP. On February 11, 2026, the Board approved, subject to the approval of Sun Life's common shareholders, amending the ESOP to increase the number of common shares available for issuance under the ESOP by an additional 5 million common shares to 34,525,000 common shares.

In addition, on such date, the Board approved the following amendments to the ESOP:

(a) amendments to the amending provisions of the ESOP making explicit the types of amendments that do not require shareholder approval and that shareholder approval is required for the following amendments: (i) any amendment that would reduce the Option Price of an outstanding Option; (ii) such amendments that would result in any cancellation and reissue of options or other entitlements, (iii) changing the provisions relating to the transferability of options, other than for normal estate settlement purposes, (iv) such amendments that would permit the introduction or reintroduction of non-employee directors as eligible to participate in the ESOP or that increase the limits previously imposed on non-employee director participation, (v) increasing the length of the period after a black- out period during which options granted under the ESOP may be exercised, and (vi) any amendment which deletes or reduces the range of amendments which require approval by shareholders;

(b) amendments clarifying the treatment of options under the ESOP in connection with a change in control of Sun Life, including double-trigger change in control provisions contemplating that (i) participants may exercise their options granted under the ESOP for up to 36 months in the event that they cease to be employed by Sun Life or its designated affiliates without just cause within 24 months of a change in control of Sun Life, and (ii) in the event of a change in control, the surviving, successor or acquiring entity will assume each outstanding option under the ESOP, or provide each participant with substituted options which will continue to vest following the change in control, failing which all outstanding options will vest and be exercisable immediately prior to the date on which the change in control is consummated; and

(c) other amendments of an administrative or "housekeeping" nature.

Such amendments are in alignment with typical market practices and, with the exception of the increase in the number of common shares available for issuance under the ESOP and the changes to the amending provisions of the ESOP, do not require shareholder approval because of the ESOP's amendment provision that allows these amendments to be made without approval of shareholders. A copy of the ESOP reflecting the proposed amendments discussed above was filed on SEDAR+ on March 13, 2026, the Toronto Stock Exchange (TSX) conditionally approved the proposed amendments to the ESOP.

The Board therefore recommends that shareholders approve the following resolutions, such amendments requiring approval by a simple majority of votes cast. If you do not specify in your proxy form or your voting instruction form how you want to vote your shares, the persons named in the form of proxy will vote FOR the resolution:

"RESOLVED THAT the executive stock option plan (ESOP) be and is hereby amended to (i) confirm that the number of common shares issuable pursuant to the exercise of stock options under the ESOP be increased by an additional 5 million common shares, such that the maximum number of common shares that may be issued pursuant to the grant of stock options under the stock option plan will be 34,525,000, and (ii) amend the amending provisions of the stock option plan, as described in the Management Information Circular dated March 13, 2026 delivered in advance of the annual meeting of common shareholders on May 6, 2026 and as contemplated in the full text of the amended ESOP as was filed on SEDAR+ on March 13, 2026, and

THAT any officer of Sun Life be and is hereby authorized to do all such things and to sign, execute and deliver any and all documents and instruments as may be necessary or advisable in order to give effect to this resolution."

Considering other business

You can vote on other items of business that are properly brought before the meeting. As of the date of this Circular, we were not aware of any other items to be brought forward.

Voting

Who can vote

You are entitled to receive notice of and vote at our annual and special meeting of common shareholders if you were a shareholder of record as of 5:00 p.m. (Toronto time) on March 13, 2026.

As of March 13, 2026, we had 554,013,029 common shares outstanding. Each common share carries one vote. We require a simple majority of votes cast for any of the items of business to be approved. At least two persons holding, or representing by proxy, at least 25% of the shares entitled to vote constitute a quorum for the transaction of business at the meeting.

Common shares beneficially owned by the following entities and persons cannot be voted (except in circumstances approved by the Minister of Finance):

• the Government of Canada or any of its agencies.

• the government of a province or any of its agencies.

• the government of a foreign country or any political subdivision of a foreign country or its agencies.

• any person who has acquired more than 10% of any class of our shares.

• any person, or entity controlled by any person, that represents (in total) more than 20% of eligible votes.

To our knowledge, no person or company beneficially owns or exercises control or direction over, directly or indirectly, more than 10% of the voting rights attached to our common shares.

How to vote

You have three ways to vote:

(1) by proxy;

(2) by attending the meeting and voting by online ballot through the live webcast platform; or 

(3) by attending the meeting and voting in person.

Identify which type of shareholder you are, and follow the applicable instructions to vote

	You are a registered shareholder if you hold a paper share certificate in your name or your shares are recorded electronically in the Direct Registration System maintained by our transfer agent. You are a share ownership account participant if you hold a share ownership statement.
Registered shareholders and share ownership account participants
	You are a non-registered shareholder (also known as a beneficial shareholder) if your securities broker, clearing agency, financial institution, trustee or custodian or other intermediary (your nominee) holds your shares for you in a nominee account.
Non-registered shareholders

If you did not receive a proxy form or voting instruction form with your control number

If you are a registered shareholder or share ownership account participant and did not receive a proxy form or email notification from our transfer agent containing your control number, at least one business day prior to the meeting please:

• contact TSX Trust at 1 (866) 751-6315 (within North America) or 1 (416) 682-3860 (outside of North America), or

• complete a form online at tsxtrust.com/control-number-request to obtain your control number.

If you are a non-registered (beneficial) shareholder and did not receive a voting instruction form with a control number, please contact your nominee (securities broker, clearing agency, financial institution, trustee or custodian or other intermediary).

Voting before the meeting

Registered shareholders and share ownership account participants		Non-registered shareholders
Voting before the meeting
You can provide your instructions in one of these ways: • By mail - Mark, sign, date and return the proxy form in the envelope provided. • By email - Mark, sign, date, scan and email both pages of the proxy form to proxyvote@tmx.com. • By phone - In Canada and the U.S. only, call 1-888-489-7352. • Online - Go to meeting-vote.com. For each method, you will need your control number located on the form of proxy or in the email notification from our transfer agent. If you did not receive a proxy form with a control number, follow the instructions above on page 11.		You can provide your instructions in one of these ways: • By mail - Mark, sign, date and return the voting instruction form in the envelope provided. • By phone - In Canada, call 1-800-474-7493 (English) or 1-800-474-7501 (French). In the U.S. call 1-800-454-8683. • Online - Go to proxyvote.com. For each method, you will need your control number printed on the front of the voting instruction form provided. If you did not receive a voting instruction form, follow the instructions above on page 11. Carefully follow the instructions on the voting instruction form your nominee provided with the notice of meeting.
If you change your mind
You can revoke instructions you have already provided by giving us new instructions. If you have followed the instructions for attending and voting at the meeting online, voting at the meeting online will revoke your previous instructions. You can download a blank proxy form at meetingdocuments.com/TSXT/slf/ and send a new proxy form in one of the following ways: • complete and sign the proxy form with a later date than the one you previously sent, and deliver or deposit it to TSX Trust before 5:00 p.m. (Toronto time) on Monday, May 4, 2026. • submit new voting instructions to TSX Trust by telephone or internet before 5:00 p.m. (Toronto time) on Monday, May 4, 2026. • deliver or deposit a notice in writing with your new instructions signed by you, or your attorney as authorized by you in writing, to us before 5:00 p.m. (Toronto time) on Monday, May 4, 2026, or if the meeting is adjourned or postponed, before 5:00 p.m. (Toronto time) on the date two business days before the meeting is reconvened, at: SLF Inc., 1 York Street, 31st Floor, Toronto, Ontario, Canada M5J 0B6 Attention: Corporate Secretary. • if you are attending the meeting in person, give your written instructions signed by you, or your attorney as authorized by you in writing, to the Chair of the meeting before the start of the meeting or before the meeting is reconvened.		You can send a new voting instruction form to your nominee. To allow your nominee time to act on your instructions, you should provide them your instructions at least seven days before the meeting.

Voting during the meeting

Shareholders and duly appointed proxyholders will have the opportunity to attend the meeting online, or to attend in person at Sun Life's head office at 1 York Street (at Harbour Street), 35^th floor, Toronto, Ontario, Canada. Only registered shareholders and duly appointed proxyholders will be granted access to the in- person meeting. See "How to participate" on page 6 for more information.

Registered shareholders and share ownership account participants		Non-registered shareholders
Voting before the meeting
• You will need a control number, which can be found on the proxy form included with the notice of meeting. If you did not receive a proxy form with a control number, follow the instructions above on page 11. • Do not complete or return the proxy form. • You can also appoint another person to attend the meeting and vote your shares on your behalf (your proxyholder) by printing their name in the space provided on the proxy form and following the instructions on the proxy form. • If you appoint a proxyholder, you or your proxyholder must also complete the additional step of registering the proxyholder by following the instructions below to obtain a new control number. • You or your proxyholder will be able to vote online in real time by completing an online ballot.		• You will need a control number. The control number on your voting instruction form cannot be used to vote online at the meeting. • To obtain a new control number: - You must appoint yourself or another person as proxyholder by printing your or their name in the space provided on the voting instruction form and then following your nominee's instructions for returning the form. If you did not receive a voting instruction form, follow the instructions above on page 11. - You or your proxyholder must also complete the additional step of registering the proxyholder by following the instructions below to obtain a new control number. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting but will be able to participate as guests. • You or your proxyholder will be able to vote online in real time by completing an online ballot.
Registering the proxyholder to obtain a control number
You or your proxyholder must also complete the additional step of registering the proxyholder by: • calling TSX Trust at 1-866-751-6315 (within Canada & U.S.) or 1 (416) 682-3860 (other countries); or • completing a form online using the following link: tsxtrust.com/control-number-request. Please note that control numbers can only be issued up to May 5, 2026 at 5:00 p.m. (Toronto time). Failing to register your proxyholder with TSX Trust will result in the proxyholder not receiving a control number, which is required to vote at the meeting.
Voting in person
• Do not complete or return the proxy form.   • When you arrive at the meeting, register with a representative of our transfer agent, TSX Trust, to receive a ballot.		• Appoint yourself as proxyholder by printing your name in the space provided on the voting instruction form. Then follow your nominee's instructions for returning the form.   • Register with a representative of our transfer agent, TSX Trust, to receive a ballot.

More about voting by proxy

Voting by proxy gives the proxyholder the authority to attend the meeting and vote on your behalf. If you specify how you want to vote, your proxyholder must vote according to your instructions.

The enclosed proxy form names Scott F. Powers, Chair of the Board, or in his absence, Stephanie L. Coyles, Chair of the Governance Committee, or in her absence, another director appointed by the Board, as your proxyholder. If you do not appoint your own proxyholder, the Sun Life representative named on the proxy form will act as your proxyholder and will vote your shares according to your instructions.

If you sign and return the form but do not give your voting instructions or specify that you want your shares withheld, the Sun Life representative named on the proxy form will vote:

• FOR electing each of the director nominees who are listed in the proxy form and Circular.

• FOR appointing Deloitte as auditor.

• FOR the advisory resolution accepting our approach to executive compensation.

• FOR the amendments to Sun Life's Executive Stock Option Plan.

You can appoint another person to vote your shares by printing their name in the space provided on the proxy form or voting instruction form and registering them with TSX Trust. This person does not need to be a shareholder, but your vote can only be counted if they participate in the meeting and vote for you. Regardless of who you appoint as your proxyholder, if you do not specify how you want to vote, your proxyholder can vote as they see fit. Your proxyholder can also decide how to vote on any other matters that may properly come before the meeting, and on any amendments or variations to the items listed above, whether or not the amendment, variation or other matter that comes before the meeting is routine or contested (as permitted by law).

TSX Trust must receive your voting instructions by 5:00 p.m. (Toronto time) on Monday, May 4, 2026 to have your vote recorded. If the meeting is adjourned or postponed, TSX Trust must receive your voting instructions by 5:00 p.m. (Toronto time) on the date two business days before the meeting is reconvened. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

Processing the votes

TSX Trust counts and tabulates the votes on our behalf. Individual shareholder votes are kept confidential and voting instructions are only communicated to management if it is clear that the shareholder wants to communicate directly with management, or when the law requires it.

We will file the voting results at SEDAR+ (sedarplus.ca) and publish them on our website.

Solicitation of proxies

Management is soliciting your proxy for the meeting. We solicit proxies primarily by mail, but you may also be contacted by employees of Sun Life, our transfer agent, TSX Trust, or our proxy solicitation firm, Kingsdale Advisors (Kingsdale), by mail, email or phone to ask you to vote. We pay for the costs of preparing and distributing the meeting materials, including for mailing the materials to our beneficial shareholders. Kingsdale has been retained to provide a broad array of strategic advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon our discretion and direction. We expect to pay approximately $50,000 to Kingsdale for their services, plus any related expenses. You may contact Kingsdale Advisors by telephone at 1-866-851-2638 (toll-free in North America) or 1-437-561-5025 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com. 

Director nominees at a glance

At the 2026 annual and special meeting you will be asked to elect 13 directors to hold office for a term ending at the conclusion of the next annual meeting. All 13 nominees currently serve on our Board.

Board composition and size are reviewed every year (see more about the selection process on page 37).

Director nominee profiles

The following profiles provide information about each of the director nominees as at the date of this Circular, including when they joined our Board, their business experience, their committee memberships, their attendance at Board and committee meetings in 2025, the level of support received from shareholders at our 2025 annual meeting, and other public company directorships held in the last five years. The director nominee profiles also include information about the value of their holdings of SLF Inc. common shares and deferred share units (DSUs). The amounts shown in the profiles are as of February 28, 2026 and February 28, 2025 when the closing price of our common shares on the TSX was $89.40 and $80.46, respectively. See page 57 for additional information about director compensation, DSUs and director share ownership.

The Board recommends that shareholders vote for electing each director nominee profiled below.

Deepak Chopra is a corporate director with over 30 years of global experience in financial services, technology, logistics and supply chain management. He brings executive leadership and deep expertise in operations, international business, and business transformation to Sun Life's Board.

Stephanie L. Coyles is a corporate director with over 30 years of global experience as a strategic consultant and advisor, having worked with diverse clients across North America, including retail and private equity sectors. She brings expertise in corporate strategy, governance, and talent and culture, with experience in compensation plan design, leadership development, succession planning, and organizational design.

Patrick P. F. Cronin is a corporate director with 30 years of global experience in banking and financial services across Canada, the U.S. and international markets. He brings expertise in risk management and capital markets, with experience overseeing enterprise-wide risks through complex credit and market environments.

Ashok K. Gupta, FFA London, England Director since May 2018 Age: 71 Independent

Ashok K. Gupta is a corporate director and Chair of Mercer Limited with 40 years of leadership in the UK insurance and financial services industry, holding a number of senior executive, advisory and actuarial positions, including several public sector roles. He brings risk management, finance, accounting and actuarial industry knowledge and expertise.

David H. Y. Ho Shenzhen, China Director since May 2021 Age: 66 Independent

David H. Y. Ho is a corporate director with global experience in technology, media, and telecommunications sectors. He brings executive leadership skills and expertise to support strategic planning and digital and artificial intelligence innovation.

Laurie G. Hylton Newburyport, Massachusetts, U.S. Director since December 2022 Age: 59 Independent

Laurie G. Hylton is a corporate director with over 30 years of global experience in asset management, banking, and public accounting. She brings expertise in strategic planning, business transformation, financial management, and internal controls, supporting sustainable growth and responsible business stewardship.

¹ Laurie G. Hylton is paid in USD as described on page 58, and her required minimum director share ownership is also calculated in USD as described on page 60.

Stacey A. Madge Toronto, Ontario, Canada Director since July 2024 Age: 55 Independent

Stacey A. Madge is a corporate director with over 30 years of global experience in financial services and technology. She brings executive leadership skills and experience driving revenue growth, building partnership with Big Tech and Fintech, and supporting payment innovation.

Helen M. Mallovy Hicks FCPA, FCBV Toronto, Ontario, Canada Director since October 2021 Age: 65 Independent

Helen M. Mallovy Hicks is a corporate director with over 30 years of global business management and advisory experience. She brings expertise advising boards and executives on complex transactions, value creation, capital allocation, business transformation and restructuring matters across a wide range of industries.

Marcia Moffat The Blue Mountains, Ontario, Canada Director since March 2026 Age: 56 Independent

Marcia Moffat is a senior executive with 30 years of experience, including over a decade of leadership in the asset management industry. She has led national and global business activities, and brings expertise in strategy, governance, and building high-performing institutional and retail businesses at scale.

Marie-Lucie Morin CM, PC Mississauga, Ontario, Canada Director since January 2021 Age: 68 Independent

Marie-Lucie Morin is a corporate director with distinguished experience in the Canadian federal public service and international diplomacy. She brings expertise in governance, risk management, and talent and culture, including knowledge of and experience with compensation plan design and administration, leadership development and talent management, succession planning and organizational design.

Joseph M. Natale Mississauga, Ontario, Canada Director since February 2023 Age: 61 Independent

Joseph M. Natale is a corporate director with over 30 years of experience in the communications and media sector. He brings executive leadership skills and experience building and leading high-growth businesses through digital transformation.

Scott F. Powers Boston, Massachusetts, U.S. Director since October 2015 Age: 66 Independent

Scott F. Powers is the Chair of the Boards of Sun Life Financial Inc. and Sun Life Assurance Company of Canada with over 30 years of global experience in asset management and institutional investment. He brings executive leadership skills and expertise in corporate strategy and risk management.

¹ Scott F. Powers is paid in USD as described on page 58, and his required minimum director share ownership is also calculated in USD as described on page 60.

Kevin D. Strain, CPA Toronto, Ontario, Canada Director since February 2021 Age: 59 Independent

Kevin D. Strain is the President & CEO of Sun Life Financial Inc. and Sun Life Assurance of Company. His leadership drives Sun Life's ambition to be the best asset management and insurance company in the world and Sun Life's purpose of helping clients achieve lifetime financial security and living healthier lives, while creating long-term sustainable value for all stakeholders. Prior to his appointment, he held several leadership roles over the last 20+ years within the organization including President, EVP & CFO, President of Sun Life Asia, Senior Vice-President of the Individual Insurance and Investments division in Canada, VP, Investor Relations and VP, Individual Finance.

¹ As President & CEO, Kevin D. Strain is subject to different share ownership guidelines than the independent directors.

Additional information

To the best of the company's knowledge, other than as set out below, no proposed director as at the date of this Circular:

(a) is or has been, in the last ten years a director, chief executive officer or chief financial officer of any company (including SLF Inc.) that was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that:

(i) was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) is or has been, in the last ten years a director or executive officer of any company (including SLF Inc.) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within in the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

(d) has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Ms. Coyles was a director of Postmedia Network Canada Corp. while it completed a restructuring following an arrangement plan under the Canada Business Corporations Act in October 2016. Ms. Coyles is no longer a director of Postmedia Network Canada Corp.

Governance

We have a comprehensive governance framework that includes an independent Board of Directors, robust risk management processes and a Purpose-driven culture in which our Code of Conduct (the "Code") guides ethical behaviour. Our Board regularly reviews our governance processes and practices to ensure effective oversight of management and our business affairs, while meeting regulatory requirements and reflecting evolving best practices. We believe our governance processes and practices are consistent with the Insurance Companies Act (Canada), the Canadian Securities Administrators' corporate governance guidelines, guidelines issued by OSFI for effective corporate governance in federally regulated financial institutions, the TSX corporate governance rules, the New York Stock Exchange (NYSE) corporate governance rules for U.S. publicly listed companies and the Philippine Stock Exchange corporate governance guidelines applicable to us. As the governance landscape evolves, influenced by shifting regulatory and stakeholder expectations, we remain committed to continuous improvement. This includes ongoing Board renewal, director orientation and development, annual evaluation of board, committee and director performance, as well as ongoing engagement with stakeholders to ensure their perspectives are considered in our governance approach.

Governance philosophy and approach

What we do

• Board sets the tone for our purpose-driven culture and ethical conduct guided by our Code (see page 33).

• Select qualified directors with an appropriate mix of experience, expertise and perspectives (see page 40).

• Ensure Board operates independently (see page 38).

• Maintain right balance of new and experienced directors (see page 41).

• Provide directors with orientation, continuing education and development opportunities (see page 43).

• Evaluate Board and committee performance annually (see page 45).

• Hold annual election of directors by shareholders (see page 16).

• Hold annual advisory vote on executive compensation ("say on pay") (see page 9).

• Ensure directors have shareholder support through our majority voting policy (see page 7).

• Allow shareholders to propose director nominees through our proxy access policy (see page 48).

• Establish guidelines for director and executive share ownership (see page 57).

• Commit to continuously improving our corporate governance principles, policies and practices.

What we don't do

No slate voting: Shareholders can vote for or withhold their vote from individual directors.

No staggered terms for directors.

No unequal voting structures: we do not have dual-class or subordinate voting structures.

No tie-breaking vote: our Board Chair does not hold a tie-breaking vote in board deliberations.

No hedging or pledging of Sun Life securities by directors and senior management.

No stock options or pension plans for independent directors

Governance roles and responsibilities

About of the Board

The Board is responsible for supervising the management of the business and affairs of the company, including overseeing its business plan, strategy, risk appetite and culture. Its mission is to be a strategic asset of the company, measured by effective execution of its stewardship role and the individual and collective contributions of its directors to the enterprise's long-term success.

The Board's duties and responsibilities are set out in its charter, which is reviewed by the Board and the Governance Committee at least annually. The Board's charter is incorporated by reference into this Circular and has been filed with securities regulators on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov/edgar) and can be found on our website (sunlife.com).

Role of the Chair

The Board Chair is an independent director. The Board Chair is responsible for providing leadership that enhances the effectiveness and independence of the Board. The Board Chair manages the Board's affairs to assist the directors in carrying out their responsibilities and helps the Board operate cohesively. The Board Chair works closely with the Chair of the Governance Committee to regularly evaluate, and in appropriate circumstances propose enhancements to, the Board's governance structure and procedures.

Role of the President & CEO

Kevin D. Strain is the President & CEO of Sun Life. He is also a director of the Company. There is a written statement of mandate for the President & CEO which is reviewed by the Board annually and which specifies the President & CEO's overall accountability for leading the company's business operations and creating sustainable value for all stakeholders. The President & CEO is responsible for championing the company's global mission, purpose and values, managing the company's resources to ensure optimal performance, and setting a standard for culture, conduct and character through their own behaviour and actions. The President & CEO attracts and develops the leadership talent required for activation of Sun Life's purpose, execution of Sun Life's strategy and long-term success, while demonstrating leadership in risk management, corporate governance and regulatory compliance, consistent with Sun Life's risk appetite and culture.

About the Board's committees

The Board has established four standing committees, entirely made up of independent directors to help the board carry out its responsibilities. Each committee has a written Charter that sets out its responsibilities and areas of focus. Each committee reviews its Charter annually to ensure it reflects best practices and applicable regulatory requirements.

The Board's four standing committees are:

• Audit Committee

• Governance Committee

• Management Resources Committee

• Risk Committee

The committees meet prior to Board meetings at which the annual business plan and our annual and quarterly financial results are reviewed and approved, and at other times as required or appropriate. The Board Chair and the committee chairs review and approve the agenda for each committee meeting. Agendas are developed using the forward agenda and items noted for consideration or follow-up at prior meetings.

Management and external advisers attend portions of meetings by invitation to provide reports and respond to questions. The committees hold private meetings with individual members of management, including the heads of key control functions at the beginning and/or end of each meeting, discuss reports prepared by management, and then meet in private at the end of each meeting. Each committee chair reports to the Board on the committee's deliberations and any recommendations that require Board approval.

Mr. Powers and Mr. Strain are not members of any board committees but are invited to attend committee meetings in their respective capacities as Board Chair and President & CEO.

You can read more about the work of the Board's committees in the committee reports starting on page 49.

Position Descriptions

The board upon recommendation of the Governance Committee, reviews and approves annually position descriptions for the Chair of the Board, the committee chairs and the President and Chief Executive Officer which can be found on our website (sunlife.com/en/about-us/leadership/ board-of-directors/).

Culture and conduct

Sun Life is committed to maintaining robust governance practices and high standards of ethical behaviour. These principles are fundamental to maintaining stakeholder trust, supporting a resilient business and delivering long-term value. Our core values (caring, authentic, bold, inspiring and impactful) set the tone for high business standards, integrity and ethical behaviour, respect and doing the right thing for our Clients.

Strong governance practices provide a framework for responsible decision-making, while our ethics support these practices. Acting with integrity, transparency and accountability in all aspects of our business enables us to identify and manage risks and opportunities, make informed decisions and adapt effectively to changing market conditions, stakeholder expectations and evolving industry standards. By acting responsibly and ethically, we protect our reputation, foster credibility, and maintain the confidence of our Clients, shareholders, investors, employees and regulators.

The Board establishes the "tone from the top" by reinforcing the values and behaviours that define our desired culture and by ensuring that senior management consists of people who create and sustain these expectations throughout the organization. To support this commitment, the Board includes questions about how we uphold our culture in its annual review of Board, committee, and chair effectiveness.

Our Code of Conduct

The Board has established the Code that applies to every employee, temporary or contingent worker, and contract staff of Sun Life and its subsidiaries and controlled joint ventures; as well as our Board of Directors, without exception. All complete annual training and declare compliance with the Code.

Our Code promotes speaking up, prohibits retaliation, and requires employees and directors to report all known and suspected breaches. Our third-party Ethics Hotline (ClearView) allows anonymous reporting, with Sun Life handling all investigations. Communications that accompany the Code further reinforce our expectations of behaviours in the workplace; emphasizing the importance of speaking up, and fostering a workplace that is free of harassment of any kind.

The Governance Committee reviews the effectiveness of the Code, monitors compliance with the Code and reports the results of its review to the Board annually. On a quarterly basis, the Chief Compliance Officer reports on any significant breaches of the Code and reviews our controls and compliance with the Governance Committee.

The Code is available at sunlife.com and filed on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov/edgar).

Conflicts of interest and related party transactions

Our Code mandates that directors and executive officers disclose any relationships, associations or activities that could create an actual or potential conflict of interest, or even the appearance of one. Directors or executive officers with a material interest in a matter are not provided with related board or committee materials, are excluded from meetings during discussions of the matter, and do not participate in related voting or decision-making.

In compliance with the Insurance Companies Act (Canada) and the Trust and Loan Companies Act (Canada) (the Acts), we have developed procedures to identify potential or actual transactions with related parties, including directors and senior officers. Our Governance Committee, acting as conduct review committee, annually reviews these related party procedures to ensure compliance with the Acts and to assess any related party transactions that require regulatory reporting.

In 2025, the Governance Committee evaluated these related party procedures and their effectiveness in identifying transactions that could materially effect the company's stability or solvency. We have adopted a materiality threshold to determine which transactions require independent review, and established rules and guidelines for related party transactions conducted in the normal course of business, ensuring that l transactions are conducted at fair value. There were no transactions with related parties of the company requiring reviews under these procedures in 2025.

Strategic planning

The Board sets the strategic direction for the company and approves the annual strategic plan, including the Company's purpose statement, enterprise and group strategies, and the annual business, capital, and investment plans. It also reviews the effectiveness of our strategic planning process on a regular basis.

In 2025, the Board's annual strategic planning meeting was held in Montreal and directors met with leaders from across Sun Life's businesses and corporate functions to gain a deeper understanding of our businesses, strategic priorities, and progress against plan.

As part of the strategic plans and priorities for the organization in 2025 the Board focused on how Sun Life continues to stay focused on living our Purpose, delivering on our Strategy and medium term objectives, and moving forward to fulfill our Ambition of being the best Asset Management and Insurance Company in the world. Our four strategic imperatives underpin our plan: (i) scaling a leading global asset and wealth management platform, (ii) accelerating our momentum in Asia, (iii) navigating and growing in U.S. health and benefits, and (iv) operating as a digital company to drive business and Client outcomes. The Board also reviewed trends emerging in strategic and financial decision making with a focus on the:

• increasingly complex geopolitical climate

• uncertain and volatile macroeconomic outlook

• acceleration of generative artificial intelligence (GenAI) and digital transformation

• evolving talent dynamics

• emerging demographics of growth

Consideration was also given to the alignment of the strategic plan projections with our risk appetite and the uncertainty brought on by continued inflation and interest rates. The Board is taking intentional actions to strengthen resilience and agility, ensuring that Sun Life can respond swiftly against opportunities and risks as the external environment shifts. The Executive Team reviewed and discussed the feedback and perspectives provided by the Board and the Board then approved the updated strategic plan at its meeting in August.

Management updates the Board on the execution of the strategy and strategic considerations at every regular Board meeting. The Board must approve any transaction that will have a significant strategic impact on the company.

Risk management

The Board and its committees actively govern enterprise risks and ensure the implementation of risk management frameworks, policies, programs, and practices. The Board and its committees approve key documents like the Risk Management Framework, Risk Appetite Policy, Capital Risk Policy, and Capital and Liquidity Management Framework. Through ongoing oversight of the risk management programs, the Board monitors how Sun Life identifies and manages key risks. The Board also oversees business and strategic risks by reviewing and approving the Business and Strategic Plans, while regularly discussing key themes, issues, and risks related to the design or implementation of these plans.

For more detailed information on Sun Life's risk management practices and Board oversight, refer to the Board committee descriptions starting on page 49. The comprehensive details can also be found in our Annual Information Form and Management's Discussion & Analysis for the year ended December 31, 2025. These documents are available on our website (sunlife.com), on SEDAR+ (sedarplus.ca) and on EDGAR (sec.gov/edgar).

Financial reporting, communication and disclosure

Internal control and management information systems

The Board has approved a comprehensive Internal Control Framework that codifies the company's existing system of internal controls set out in policies and related documents. The Internal Control Framework is based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee reviews and monitors the effectiveness of our internal control and management information systems and receives regular reports on internal control from management, including corporate oversight functions in the actuarial, finance, and internal audit departments. This oversight provides reasonable assurance of the reliability of our financial information and the safeguarding of assets.

Disclosure practices

We strive to be responsive to the disclosure needs of the investment community and other stakeholders and provide timely, consistent and accurate information to the investing public while meeting our disclosure obligations. The Governance Committee receives a report annually on the status of compliance with and effectiveness of our disclosure and securities trading policy and the policy is reviewed on a regular basis to determine whether revisions are required to respond to legal and regulatory developments, to reflect changes in the business environment or internal operations or to enhance governance.

The Audit Committee is responsible for assisting the Board in overseeing the integrity of financial statements and related information provided to shareholders and other stakeholders and compliance with financial regulatory requirements. The Board reviews and approves the content of all major disclosure documents including the annual and interim financial statements, MD&A, earnings news releases, the annual information form and this Circular.

Succession planning and talent management

Board and Management Resources Committee oversight

The Management Resources Committee oversees talent development and succession planning for senior management, while the Board has primary oversight of talent management, succession planning and the performance assessment of the President & CEO. Both thoroughly review succession options for their respective areas of responsibility, occasionally approving senior executive rotations to broaden experiences and deepen the internal candidate pool.

The Management Resources Committee annually reviews detailed succession plans for Executive Team roles and key control function heads, with each committee examining talent and succession plans relevant to their specific functions. Specifically, committee chairs are consulted in advance in connection with the appointment, reassignment, replacement or dismissal of senior management within their respective committee's areas of responsibility, including those in OSFI-identified control functions. Committee chairs are also consulted annually on the performance assessment and compensation awarded to those individuals.

Throughout the year, the Board interacts directly with senior executives during presentations on company activities. They also host social events including other members of management. These interactions allow Board members to build relationships with high-performing, high-potential employees who represent our future leaders.

Inclusion

Sun Life strives to create an environment where all employees can contribute to their full potential, regardless of sex, gender identity, race, religion, age, country of origin, physical ability, sexual orientation or other attributes. Senior management and the Board commit to complying with applicable anti- discrimination laws while creating and implementing policies consistent with these laws.

As part of our human resources practices, we provide support to leaders to enable our Purpose-driven culture and uphold our values of being Authentic, Bold, Caring, Impactful, and Inspiring.

The following shows our progress against workforce composition aspirations at the senior management level (Vice-President and above), as of February 27, 2026. As the timeframe for our previous aspirations aimed for achievement by 2025, we are assessing progress made against these aspirations including evaluating whether to adopt or extend any further actions or aspirations to foster an inclusive leadership pipeline.

	47-53% women in Vice-President (VP)+ roles1 (Global) by 2025 Current status - 36.0% women 25% other underrepresented groups in VP+ roles1 (North America) by 2025 Current status - 19.8%
Aspirations for senior management1 composition

1 Includes individuals at the Vice-President level or above, including certain individuals with the title "Managing Director".

The following chart shows the number and percentage of men and women in key positions, including executive officers (executive team members), direct reports to the President & CEO, and senior executives of the company as of February 27, 2026.

¹ President & CEO Direct Reports includes twelve Executive Officers, and one Senior Executive that reports directly to the President & CEO.

Building an effective Board

The Governance Committee is responsible for recruiting highly qualified candidates with the competencies, experience and characteristics required to drive effective governance and create sustainable value for Sun Life's stakeholders over the long term.

Board size

The Board reviews its size every year to ensure it will promote open dialogue and effective decision making, ensure the right caliber and scope of director expertise, allow for Board renewal and support effective committee membership. According to our by-laws, our Board can have a minimum of eight and a maximum of 20 directors. At its meeting held on March 5, 2026, the Board fixed the number of directors to be elected at the meeting at 13. All of the director nominees currently serve as directors. Directors are elected for a one-year term. The Board can appoint directors between shareholder meetings.

Selecting directors (see page 42)

Independence

The Governance Committee evaluated the independence of each director nominee according to our Director Independence Policy and confirmed that 12 of the 13 are independent, and that all Audit Committee and Management Resources Committee members meet the additional independence requirements in the policy for membership on the committees. Kevin D. Strain is not independent as he is our President & CEO.

Independent Chair of the Board

The roles of the Board Chair and the President & CEO are separate. The Board believes that this separation increases Board effectiveness and facilitates enhanced oversight of management. Scott F. Powers is the Board Chair and an independent director. Having an independent Board Chair promotes strong Board leadership, encourages open discussion and debate, and avoids potential conflicts of interest.

Committee independence

Each committee is led by an independent director who typically serves as chair for a five-year term, helping to ensure continuity while preserving independent oversight. To further strengthen their independence and objectivity, committees-working in consultation with the Board Chair-have the authority to retain independent advisors whenever they determine external expertise is needed.

Private meetings

The independent directors meet privately with the President & CEO and privately without management at each Board meeting. The Board Chair and committee chairs encourage open and candid discussions among the independent directors by providing them with an opportunity to express their views on key topics before decisions are made. The independent directors also routinely meet privately with the heads of key control functions at committee meetings (see committee reports on page 49).

Commitment and tenure

Meeting attendance

The Governance Committee reviews each director's attendance record as part of the nomination process. Directors must attend at least 75% of Board and committee meetings every year. A director who does not meet this attendance requirement in two straight years must, if requested by the Governance Committee, offer to resign.

Unscheduled Board meetings may be called on short notice to consider mergers and acquisitions or other matters and one or more of our directors may be unable to attend these meetings due to the short notice. Where a director is unable to attend a meeting, feedback and questions based on meeting materials are directed to the Board Chair or the applicable Committee Chair, as appropriate, to address at the meeting.

The table below shows the number of Board and committee meetings held in fiscal 2025 and the overall meeting attendance of the relevant members for that period¹. You can find the details about each director's meeting attendance in the director nominee profiles beginning on page 16.

Guidelines to address directors' other professional activities

The Board has adopted the following policies and practices to promote independence, ensure directors have sufficient time and commitment to fulfil their obligations, and ensure that no real or apparent conflicts of interest arise from directors' other professional activities:

A director must tender a written offer to resign if they receive more withheld votes than for votes from shareholders in an uncontested election.

If requested by the Governance Committee, a director must tender a written offer to resign if:

• they have not attended at least 75% of Board and committee meetings for two consecutive years.

• their principal employment or other business or professional circumstances have changed materially.

The President & CEO must resign from the Board when they retire or leave the company.

Anticipated retirements

The table below shows the directors who are currently expected to retire or who will be required to retire under our director tenure provisions, unless waived, during the next three years, and the areas of expertise that they have indicated they bring to our Board.

¹ Scott Powers attends committee meetings in his capacity as non-executive Chair of the Board.

Board composition and skills

We expect our directors to act ethically and with integrity in all personal, business and professional dealings. Directors must understand our corporate vision and strategic objectives, continually build their knowledge about our businesses and the financial services sectors in which we operate, and prepare for and actively participate in Board and committee meetings in an objective way. They must also understand the Board and committee charters and our corporate governance policies and practices, comply with our Code and meet our share ownership guidelines (see page 60). Directors have unrestricted access to management, as necessary, to carry out their responsibilities.

The Board believes that directors should provide objective and thoughtful challenge, advice, and guidance to, and oversight of, senior management and exhibit the following key attributes while executing their duties:

Key competencies and experience

On an annual basis, the Governance Committee and the Board determine the key competencies and experience that they believe are necessary for the Board as a whole to possess in order to be an asset to the company and fulfil its responsibilities. These include the key attributes noted above as well as the competencies and experience listed and described below. Directors self-assess their level of expertise across relevant areas on a scale of 1 (minimal) to 5 (expert). The Governance Committee reviews these self-assessments to identify potential gaps and support board renewal and succession planning. As part of its annual review, the Governance Committee also assesses the membership of each committee to ensure members have the skills and experience necessary to fulfil their respective mandates.

Competency matrix

The table below highlights each independent director nominee's top competencies, with their four strongest areas marked by a "★ˮ. Additional information about each director can also be found in their profiles beginning on page 16.

Board composition

We believe that highly qualified and experienced directors, with a range of skills, experience and perspectives, produce better governance outcomes. To support this, the Board has adopted a Board Composition Policy that includes provisions on director recruitment and inclusive behaviours. The Governance Committee assesses the effectiveness of the policy on an annual basis considering the overall composition of the Board and voluntary self-identification data provided by directors. The Board has not adopted any specific targets for the representation of women or other underrepresented groups as it is satisfied that the current composition is aligned with Sun Life's values and reflects a qualified, inclusive and effective Board. See "Selecting directors" below for more information.

As of the date of this Circular 6 out of our 13 (46%) director nominees and 2 out of our 5 (40%) current board and committee chairs self-identify as women, 3 out of our 13 (23%) director nominees self-identify as members of an underrepresented group (1 self-identifies as Chinese and 2 self-identify as South Asian and none have identified as Indigenous peoples or persons with disabilities).

Selecting directors

The Governance Committee, in collaboration with the Board Chair, oversees board succession planning and leads the process for identifying potential new directors and has adopted guidelines for director recruitment and board composition. Their goal is to recommend highly qualified directors whose skills, experience and perspectives collectively enable the board to best fulfil its mandate.

To support ongoing renewal, the committee uses multiple channels, including independent executive search firms and director and management referrals. The committee maintains an evergreen list of prospective candidates, which is comprised of individuals who the committee feels may be appropriate as a Board candidate when a vacancy arises.

As part of the recruitment process, the committee develops a preferred candidate profile that reflects the particular competencies, experience and other characteristics required to complement the existing Board profile, taking into account both current and future needs. In accordance with our Board Composition Policy, the committee requires search firms to identify and present a slate of director candidates that reflects the clients, employees, shareholders and communities we serve, considers applicable legal and regulatory requirements and strives to ensure candidates have equal access to opportunities, free of bias and discrimination.

Executive search and background screening firms conduct reference and background checks on potential candidates. Suitable candidates are interviewed by the Board Chair, the committee chairs and the President

& CEO. The committee receives input from all of these sources in connection with its recommendation to the Board for the appointment or nomination of a new director.

Every year the Governance Committee recommends a list of candidates for nomination to the Board.

Orientation and development

The director orientation and development program includes informal and formal sessions to introduce new directors to the leadership team, company operations, and strategic objectives, with personalized content based on directors' background and committee responsibilities. Additional support such as mentorship, ongoing education, professional development opportunities, and site visits are provided to enhance understanding and engagement, while feedback is used to continuously improve the program.

Orientation		Introductory meetings: New directors participate in informal meetings with each member of the Executive Team and Board. These sessions provide a personal introduction to the leadership and facilitate open communication. Formal orientation sessions: New directors participate in formal information sessions covering the company's four business groups, corporate functions, corporate strategy, and financial objectives. They are customized to align with each director's background, experience, and anticipated committee responsibilities. Directors' manual: A comprehensive manual is provided, containing detailed information about the company, the Board and its committees, Board administration, directors' duties, applicable policies, and future meeting schedules. Mentorship: The Board Chair assigns new directors a mentor from the experienced Board members. This mentor offers perspective, informal feedback, and insights into the Board's culture and dynamics.
+
Ongoing development		Ongoing education: we hold regular education sessions in conjunction with Board and committee meetings to give directors a deeper understanding of our businesses and operating environment, to address ongoing and emerging issues in the functional areas of Board oversight, and to encourage more in-depth discussion in specific areas. External professional development: Directors receive an extensive list of upcoming external professional development programs, updated throughout the year. These programs cover governance, financial, compensation, and industry topics. Directors can attend these programs at the company's expense with prior approval from the Board Chair. Professional memberships: All directors are members of the Institute of Corporate Directors in Canada and the National Association of Corporate Directors in the U.S. These organizations provide continuing education through publications, seminars, and conferences, supporting directors in their roles. Additional resources: directors receive updates and recommended reading between board meetings to remain current.
+
		Site Visits: Directors attend Sun Life's offices in various locations worldwide as part of the Board’s annual strategic planning activities, gaining insight into operations, engaging with local teams and developing a better understanding of regional dynamics. Board dinners: Board dinners are held in conjunction with regular Board meetings to foster collegial working relationships among directors and the executive team. These dinners periodically include educational sessions on our business and strategic direction, presented by senior management and external subject matter experts. Open communication: Directors engage with senior management and other employees both inside and outside of meetings to gain business insights and build relationships with future leaders. Continuous Improvement: Feedback on director orientation and development program is collected annually and incorporated into the director orientation and development program

Ongoing education

We conduct regular educational sessions alongside Board and committee meetings to enhance directors' understanding of our business operations and environment. These sessions address ongoing and emerging issues within the Board's oversight areas and promote in-depth discussions on specific topics. The table below outlines the educational content provided to our directors in 2025.

 ¹ The overall attendance rate of Board and committee members at these education sessions was 100%.

External professional development

Directors are expected to continually enhance their knowledge of issues impacting our businesses, emerging trends, and significant strategic initiatives. In addition to attending sessions provided by the other Boards our directors serve on, our directors attended sessions in 2025 that were organized by third parties including:

Assessing the Board

The Board, Board committees and individual directors participate in an annual assessment process with the assistance of an independent consultant as needed. The last independent assessment process was conducted in 2021. For the current year, the Governance Committee has engaged an independent consultant to manage the annual evaluation of the effectiveness of the Board and its committees. As part of the most recently completed internal assessment process, each of the Board members answered questionnaires to assess the Board, each of the committees and the committee chairs. The Board Chair conducted interviews with each of the Board members, in each case with the objective of:

• providing the Board with insight into its functioning and effectiveness, including the performance of the Board, and the performance and leadership of the Board Chair and committee chairs in carrying out their mandates.

• identifying opportunities to enhance governance in ways that will have a direct impact on the company's performance and ability to meet its strategic and operational priorities.

• providing the Board insight into areas of individual director contributions in order to plan for future Board education, recruitment and succession planning.

• enhancing the working relationship among Board members and between the Board and management.

Feedback		Analysis		Outcomes
• all directors and certain senior executives completed written assessment • the Board Chair conducted follow up one-on-one interviews to elicit feedback.		• the Board Chair and each committee chair analyzed the feedback from the questionnaires and interviews for discussion at the Board and the committees. • the chair of the Governance Committee provided feedback to the Board Chair on their assessment results and to discuss the assessment • each committee reviewed and discussed their respective committee reports		• the Board Chair and committee chairs reviewed the assessment results at the Board and committee meetings in May 2025, including themes and recommendations coming out of the effectiveness • the Board discussed the assessment results and recommendations and identified priorities and action items to improve the effectiveness of the Board. • reports and interview feedback are taken into consideration during the director re-nomination process and committee chair appointment

Shareholder engagement and communications

The Board recognizes the importance of constructive engagement with the our shareholders and providing them with opportunities to express their views. Sun Life and the Board communicate with shareholders and other stakeholders in various ways and maintain ongoing dialogue to exchange ideas and receive constructive feedback.

The table below outlines the key contacts and methods that shareholders can use to engage with Sun Life and access important information:

For dividend information, change in share registration or address, lost stock certificates, tax forms, estate transfers or dividend reinvestment, please contact:

Additional contact information for other regions is available at sunlife.com/en/investors/shareholder- services/shareholder-contacts/.

For other shareholder inquiries, please contact:

Shareholder Solutions

Sun Life Financial Inc.

1 York Street, 31st Floor

Toronto, Ontario, Canada M5J 0B6

Email: shareholderservices@sunlife.com

Shareholder proposals

We received no shareholder proposals for consideration at the meeting. For our 2027 annual meeting, shareholders must submit proposals in writing by 5:00 p.m. (Toronto time) on December 14, 2026 for Sun Life to consider including the proposals in our Circular for the 2027 meeting.

Send proposals to the Corporate Secretary at Sun Life.

Our policy on proxy access

Under the Board's proxy access policy, qualifying shareholders can submit director nominations for inclusion in the Circular, form of proxy, and ballot for any annual meeting. To nominate, qualifying shareholders must submit a nomination notice in the required form before the shareholder proposal deadline. Key features of the policy include:

• Up to 20 nominating shareholders can nominate up to the greater of two directors and 20% of the Board.

• Nominating shareholders must collectively own at least 5% of the company's common shares.

• Nominating shareholders must have held their shares for at least three years.

• Sun Life will include the proposal in its Circular, form of proxy and, ballot for the annual shareholders' meeting.

• Nominating shareholders can include a 500-word statement in support of their candidates.

A copy of the policy can be found on our website (sunlife.com).

Alternatively, section 147 of the Insurance Companies Act (Canada) allows shareholders holding at least 5% of the company's shares for the minimum required period to submit a formal proposal for director nominations, following specified procedures.

Our advance notice by-law

Our by-laws specify that a shareholder who wishes to nominate an individual for election as a director at an annual meeting must provide between 30 and 65 days advance notice to the company. The notice to the company must include information about the nominee, including age, address, principal occupation, the number of SLF Inc. shares owned or controlled, and any other information that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for the election of directors. The notice must also include information about the nominating shareholder, including ownership or control of, or rights to vote, SLF Inc. shares and any other information that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for the election of directors. The company may require additional information to be provided, including information to comply with requirements of OSFI relating to the suitability of directors and potential changes to the Board.

The advance notice provisions described above do not apply to nominations made by or on behalf of the Board or by shareholders pursuant to shareholder proposals, requisitioned meetings, or through our proxy access policy which have separate requirements and deadlines. In addition, in the case of a special meeting at which directors are to be elected, a shareholder's notice of a nomination must be provided not later than 15 days after the date of the special meeting is announced.

Committee reports

Audit Committee

The members of the Audit Committee are satisfied with the committee's mandate and that it met the terms of its charter in 2025. Marcia Moffat joined the Audit Committee on March 6, 2026.

Key activities in 2025

Financial Reporting

Governance Committee

The members of the Governance Committee are satisfied with the committee's mandate and that it met the terms of its charter in 2025. Marcia Moffat joined the Governance Committee on March 6, 2026.

Key activities in 2025

Management Resources Committee

The members of the Management Resources Committee are satisfied with the committee's mandate and that it met the terms of its charter in 2025.

Key activities in 2025

Risk Committee

The members of the Risk Committee are satisfied with the committee's mandate and that it met the terms of its charter in 2025.

Key activities in 2025

Risk management and governance

Director compensation

Compensation, discussion and analysis

Our philosophy, approach and process

We have two primary compensation objectives:

• to align directors' interests with the interests of our shareholders and policyholders

• to compensate directors fairly and competitively in order to attract well qualified Board members

The Board's philosophy is to compensate directors fairly for the time and effort required to fulfil their responsibilities and contribute to the effective leadership and direction of the enterprise.

We compare the target pay for our independent directors and independent Board Chair against the total compensation (including the annual retainer and meeting fees, if applicable) paid to directors and chairs of financial services sector peers (see below). We also benchmark the total compensation paid and trends in director compensation using a broad survey of the public companies included in the TSX60.

Typically we assess the competitiveness of our directors' compensation program every two years.

The Governance Committee also considers other qualitative factors when making recommendations to the Board on compensation including the responsibilities and time commitment required to be an effective director as well as the competitiveness of our program relative to our peer group and makes recommendations to the Board.

Program structure

In 2025, Directors received an annual retainer and travel fees for serving on the Boards of SLF Inc. and Sun Life Assurance. The costs are shared equally between the two companies. Directors are also reimbursed for travel and other expenses they incur to attend our Board and committee meetings. Committee chairs receive an additional retainer because of their increased responsibilities. Directors receive a portion of their annual Board retainer in DSUs pursuant to our DSU Plan (see below).

The Board Chair receives a separate annual retainer that includes a portion in DSUs (see below). He is also reimbursed for travel and other expenses he incurs while carrying out his duties as Board Chair. He does not receive travel fees.

As President & CEO, Kevin D. Strain does not receive any director compensation. Details regarding his compensation can be found in the Executive Compensation section of this Circular beginning on page 61.

Director compensation

The Governance Committee reviews director compensation every two years. In 2024, the Governance Committee engaged Meridian Compensation Partners (Meridian), an independent compensation consultant, to review our director compensation program. Meridian's analysis showed our total director compensation for Sun Life directors was below the peer median. Based on Meridian's analysis the Governance Committee recommended, and the Board approved, a simplified compensation structure effective January 1, 2025 eliminating the committee retainer and increasing overall compensation as set out in the table below.

In 2025, Sun Life's Governance Committee retained Meridian Compensation Partners to consider strategies for preserving equity in compensation across directors regardless of their residence. Effective January 1, 2026, the Governance Committee recommended, and the Board approved, a new compensation structure based on director residency. Canadian directors and those residing outside the U.S. (non-USD Paid Directors) will continue to receive compensation in Canadian dollars, and U.S. resident directors (USD Paid Directors) will be paid in U.S. dollars. The pay levels for U.S. Paid Directors were set at parity using an exchange rate of approximately 1.31 CAD per USD, based on the long-run historical average. The Governance Committee retains discretion to adjust this rate as needed.

1 In 2025, all directors were paid, as set out in the column "Directors' Compensation (non-USD Paid Directors)", irrespective of residency.

2 The residence-based compensation structure for USD Paid Directors became effective on January 1, 2026.

3 $265,000 (CAD) of which must be received in DSUs with the balance to be received in cash, DSUs and/or shares.

4 $210,000 (USD) of which must be received in DSUs with the balance to be received in cash, DSUs and/or shares.

5 $180,000 (CAD) of which must be received in DSUs with the balance to be received in cash, DSUs and/or shares.

6 $135,000 (USD) of which must be received in DSUs with the balance to be received in cash, DSUs and/or shares.

7 Travel fees are (i) $1,500 when travel time for a round trip was two to six hours and (ii) $3,000 when travel time for a round trip was six hours or more. The Board Chair does not receive travel fees. Directors are also reimbursed for travel and other expenses they incur to attend our Board and committee meetings.

Independent directors receive a mandatory portion of their annual retainer in DSUs under the Directors' Compensation Plan and may elect to receive the balance of their compensation in any combination of cash, additional DSUs and common shares of SLF Inc. acquired on the open market.

About Deferred Share Units

Deferred Share Units (DSUs) are a form of compensation that tracks the value of our Sun Life common shares and earns dividend equivalents at the same rate as dividends paid on our common shares, aligning directors' interests with those of shareholders.

Independent directors cannot redeem their DSUs until they leave the Board. DSUs are redeemed for cash based on the value of our common shares at the time of redemption. We calculate the amount of the payment by multiplying the number of DSUs by the average trading price of our common shares on the TSX for the five trading days preceding the redemption date. For USD Paid Directors we use the average trading price of our common shares on the NYSE and make the payment in US dollars.

Independent directors do not participate in Sun Life's stock option plan, and other than receiving DSUs under the Directors' Compensation Plan, do not participate in equity-based or incentive compensation arrangements.

Share ownership

The table below shows the common shares and DSUs each director (other than Mr. Strain) held as of February 27, 2026 and February 28, 2025, the portion of their base retainer they chose to receive in common shares or DSUs (excluding the portion of the annual Board retainer that is automatically paid in DSUs) and the percentage of total annual Board retainer received in common shares or DSUs. The closing value of our common shares on the TSX was $89.40 on February 27, 2026 and $80.46 on February 28, 2025.

¹ For the portion of their retainer that directors are not required to receive in DSUs, the % reflects the amount of compensation that director has elected to receive in common shares or DSUs that can otherwise be received in cash.

² Reflects the total % of their retainer that directors received in common shares or DSUs (optional and required amounts).

³ Laurie G. Hylton and Scott F. Powers are paid in USD as described on page 58, and their required minimum director share ownership is also calculated in USD as described on page 60.

⁴ Marcia Moffat joined the Board of Directors on March 6, 2026, and did not hold DSUs or common shares on February 27, 2026.

Director share ownership guidelines

We believe it is important for our directors to have a significant stake in the company to align their interests with those of our shareholders. Directors (other than Kevin Strain) must own 7x the cash portion of the independent director's base retainer (CAD $945,000 for non-USD Paid Directors, or USD $735,000 for USD Paid Directors) in common shares or DSUs. Each director has five years from their initial appointment or election to meet the minimum requirement. For director nominees who have not achieved the guideline, we determine if they are "on target" by calculating the number of common shares and DSUs they will hold by their achievement due dates based on the form of remuneration they have individually elected. For this purpose we assume that the share price and dividend rate remain constant until the applicable achievement due date. In addition to these formal ownership guidelines, directors must receive a minimum portion of their retainer in the form of DSUs, which cannot be monetized until the director separates from the Board. As President & CEO, Kevin Strain has separate share ownership requirements which are described on page 75. Directors may not engage in equity monetization transactions, including pledges or hedges involving securities of SLF Inc. (see page 76).

Compensation details

We paid a total of $4,044,634 to the directors⁴ of SLF Inc. and Sun Life Assurance in 2025, compared to $3,666,464 in 2024.

¹ This includes DSUs awarded in 2025, including both mandatory DSUs as well as DSUs elected to be received by the directors in lieu of cash fees.

² Independent directors do not participate in the company's stock option plan.

³ $10,000 in charitable donations were made on behalf of M. Marianne Harris when she retired from the board.

⁴ Marcia Moffat joined the Board of Directors on March 6, 2026 and did not receive any compensation in 2025.

The Insurance Companies Act (Canada) requires that an insurance company's by-laws set a maximum amount of remuneration that may be paid in aggregate to all directors for their services during a fixed period of time. The cost is shared equally between the two companies. By-law No. 1 of the Company currently sets that amount at $2,600,000 and the by-laws of Sun Life Assurance also set that amount at $2,600,000, for an aggregate limit of $5,200,000 between the two companies.

Executive compensation

This section discusses our approach to executive compensation, how we make pay decisions, the different components of our remuneration programs, what we paid our NEOs in 2025 and the rationale for our decisions.

Management prepared the compensation discussion and analysis, and compensation details provided below on behalf of the Management Resources Committee (MRC). It was reviewed and approved by the MRC and our Board. The executive compensation disclosure includes non-IFRS measures. Additional information concerning these measures, including reconciliations for underlying net income (loss) and underlying EPS, is available in the Other information section on pages 122 and 123 and Section M - Non-IFRS Financial Measures in our 2025 MD&A, which is incorporated by reference in this section. Our 2025 MD&A has been filed with securities regulators in Canada and with the SEC and available at sunlife.com, sedarplus.ca and sec.gov/edgar. All figures are in Canadian dollars unless stated otherwise.

Contents

Letter to shareholders

To our fellow shareholders:

At the core of our compensation philosophy is the belief that attracting and retaining great talent within a strong, high-performance culture is central to achieving long-term, sustainable growth. Every year, a critical focus for the Management Resources Committee is providing challenge to, and oversight of, the total compensation process, including plan design, goal setting, performance monitoring, and approval of final results. Our plans are regularly assessed against Financial Stability Board (FSB) principles and good governance practices. We apply a rigorous process to review business and incentive outcomes and ensure true pay-for-performance and alignment to shareholder objectives. We consider input from the Chief Risk Officer, Chief Auditor, and an independent, expert compensation advisor to ensure appropriate challenge is in place. We are encouraged that our approach continues to receive strong shareholder support. At our last shareholder meeting, 95.3% voted in favour of our compensation program. We value your input and encourage you to continue to exercise your "say on pay" in 2026.

In this letter and the following pages, you will find the information you need to understand our approach to executive pay, including an overview of 2025 company performance. Beyond pay, the Committee is also actively involved in overseeing a broader talent and succession agenda. We close off this note by highlighting other key areas of focus for the Committee last year and a look ahead at planned actions to continue to effectively attract, retain, motivate, and reward our people.

2025 Company Performance Highlights

2025 was a year of solid performance. The Board is pleased with management's execution of strategic priorities and delivery of financial results.

• In Asia, Sun Life continues to build on its momentum across the region and invested in digital-first Bowtie Life Insurance (Hong Kong) to deepen our collaboration and make insurance more accessible.

• Globally, Sun Life announced the launch of our Bridges Initiative - a bold new effort to close gaps and create paths to better health and wealth for underserved communities.

Delivering Financial & Client Performance

In our annual incentive plan, 75% of funding is based on performance versus financial goals and the remaining 25% is driven by performance versus target on key Client goals.

Key Financial Results

In 2025, our resilient financial performance and steady growth reflects our well-balanced and diversified business strategy. We have continued to execute on our Client Impact strategy and strategic imperatives in a time of profound global transformation, making a real difference in our Clients' lives. In this context, Reported Earnings per share (EPS) and Reported ROE were both up year-over-year and progressing towards our medium-term objectives. Underlying EPS, a measure that adjusts for factors such as differences between actual and expected market movements, also increased from 2024. We ended the year with strong results in both growth and earnings in Canada and Asia. SLC Management surpassed their 5- year earnings expectations. Our U.S. business faced continued challenges from industry headwinds in the Medicaid business in Dental.

¹ Reported ROE, Underlying net income, Underlying ROE, and Underlying EPS are non-IFRS measures. Refer to the Other information section on pages 122 and 123 and Section M - Non-IFRS Financial Measures in our 2025 MD&A.

² pp refers to percentage point.

Key Client Results

Around the world, Sun Life touches the lives of over 85 million Clients.¹ Led by our Purpose and Client Impact Strategy, we continually strive to enhance Client experience and generate positive, long-term financial and health outcomes for our Clients. In our annual incentive, we measure our annual performance against key Client experience goals, including customer satisfaction (CSAT) and key Client Impact outcomes. Globally, for CSAT, we improved year-over-year with most businesses achieving or exceeding their plan. There was mixed performance across businesses on Client Impact metrics. Overall total company Client measure performance was near target with positive momentum on enhancing digital Client experience and supporting underserved communities with access to solutions that help them achieve lifetime financial security and live healthier lives.

¹ Clients are those who have access to our professional services including insurance policyholders, investment account holders, group plan members and their dependents, members of government-funded public health insurance programs and members of Sun Life owned health services companies.

2025 Compensation Highlights

With consideration to the company's 2025 performance, the Board, on the recommendation of the Committee, approved the following annual and long-term incentive decisions:

Annual Incentive Plan

In AIP, our financial performance is measured against goals established in our annual business plan:

• AIP total company performance factor of 106%, including for CEO and CFO, is up 1 percentage point (pp) from 2024 results (page 109).

• Consistent with our principles and past practices, these scores include an adjustment to ensure we are rewarding appropriately for performance and delivering a fair and reasonable result. This year a negative adjustment was applied to the Asia Growth result to offset headwind assumptions captured in the business plan that only partially materialized. This resulted in a 6 pp decrease to the Asia overall score and a 2 pp decrease to the Total Company result (page 110).

Our slightly above target total company AIP funding of 106% reflects a similar mix of financial and Client results to last year with slightly below plan performance on total company reported EPS, and slightly above plan underlying EPS reflecting strong earnings in MFS, Canada and Asia against plan, partially offset by U.S. performance. Growth was above plan, led by Asia outperformance especially in Hong Kong. Client measures were near target reflecting mixed results across the businesses. Additional details on the use of discretion in compensation plans can be found on page 75.

Long-term Incentive Plan

For the 2023 grant vesting in 2026, performance in our Executive Sun Share Unit Plan is based on a design that includes absolute and relative total shareholder return (TSR) over a five-year period, Underlying ROE over a 3-year period, and a sustainability modifier applied to the overall result. Starting in 2025, the sustainability modifier was eliminated from our plan design. Our cumulative 5-year TSR is 86.9% and ranks in the third quartile among global insurance competitors, performing ahead of peers.

• Executive Sun Share performance factor of 109% (page 82). No discretion was applied.

• NEOs have 35% to 85% of their total long-term incentives delivered in performance-based, at-risk Executive Sun Shares (page 81).

Our above target Executive Sun Share performance factor was driven by strong relative TSR (rTSR) performance in most recent years compared to North American insurance and asset management peers and by strong Underlying ROE performance against plan in 2023 and 2025. The sustainability modifier was assessed as neutral with mixed performance against aspirational goals.

Overall, we assess that our incentive plans delivered rewards consistent with our annual results and long- term, relative performance. We continue to ground our decisions on the principle of pay-for-performance based on a rigorous assessment of the delivery of strategic and financial objectives.

2025 CEO Performance and Compensation

When determining compensation for the CEO, we consider target compensation in the context of market data, business and individual performance versus annual strategic and financial goals, funding under the compensation plans, as well as such factors as Client, employee, and shareholder experiences and the risk, compliance, and control environment. The Board's assessment of the CEO's performance includes consideration of results versus short, medium, and long-term goals, as well as broader strategic and financial performance. Our process seeks input from the CEO through a self-assessment, as well as feedback from the executive team and all Board members. The Committee considers the Board's performance assessment, reviews compensation history and market information, and seeks input from our independent compensation advisor, in making a compensation recommendation to the Board.

Following the review, the Committee recommended, and the Board approved, actual 2025 total direct compensation (TDC) for Mr. Strain of $12,150,000, $400,000 above his target of $11,750,000 and $675,000 above 2024 actual TDC.

In addition, the Committee recommended, and the Board approved, target TDC of $12,750,000 for Mr. Strain in 2026, $1,000,000 above the 2025 target, with the increase delivered in long-term incentives to align to shareholders' interests. We believe the compensation awarded to Mr. Strain appropriately reflects that he is fully operating in his role, his performance, and relevant competitive pay levels. Additionally, it reflects his leadership in executing on our strategy, and long-term value delivered. Additional details on Mr. Strain's compensation can be found on page 94.

Committee Focus in 2025

In addition to compensation matters, the Committee provided guidance on a broad range of activities to advance Sun Life's talent agenda. Sun Life's people are a defining strength and a critical driver of long-term performance. Throughout 2025, the Committee maintained a strong focus on talent strategy and leadership development, while ensuring strong succession.

The depth and breadth of Sun Life's executive talent pool enabled thoughtful, well-timed succession into key Executive Team roles in 2025. David Healy was appointed President, Sun Life U.S., assuming the role on September 1^st, 2025. David brings a strong combination of technology, operations, and employee benefits experience that are well aligned with Sun Life's strategy to deepen its leadership in U.S. health and benefits while continuing to modernize the business.

Additionally, we marked an important step in our asset management strategy with the appointment of Tom Murphy as President of Sun Life Asset Management. Prior to being Sun Life's Chief Risk Officer, he was President, SLC Fixed Income, with more than 25 years of global asset management experience.

The strength of our executive team is also evidenced by meaningful external recognition, reinforcing Sun Life's reputation in the market. President & CEO, Kevin Strain was named the International Business Leader of the Year by the Canadian Chamber of Commerce, which is a testament to his visionary leadership and unwavering dedication to Clients, colleagues and communities worldwide. Helena Pagano, Executive Vice- President and Chief People and Culture Officer, was named a recipient of the Globe and Mail's Report on Business Best Executive Award, recognizing outstanding leadership and organizational impact.

Given Sun Life's strength resides in our ability to develop talent through all stages of their career, the Committee focused attention on management's leadership development activities. In 2025, Brandon Hall Group awarded Sun Life the Best Executive Development Program. The Sun Life Executive Development (SLED) Program, now in its second year, is designed and delivered in partnership with Cornell University and focuses on developing a select group of senior executives from across Sun Life's global footprint.

Oversight of culture continues to be a key focus of the Committee and Sun Life's strong culture remains a source of differentiation in the market. We are pleased to see Sun Life recognized once again externally across multiple countries as a Great Place to Work® in 2025.

In 2025, the Committee provided oversight on compensation design in support of the ongoing growth of SLC Management. Given the evolution of SLC Management, the Committee reviewed the compensation strategy and approved designs to ensure compensation continues to be aligned to the business strategy and market practice, supporting long-term sustainable growth.

Looking Ahead to 2026

The Committee will continue to exercise disciplined oversight on compensation and talent management frameworks essential to resilience and sustainable performance. In 2026, we will maintain our focus on Sun Life's continued ability to attract and deepen critical future skills - such as digital fluency, innovation, and the ability to move with speed - to ensure the organization remains resilient and competitive.

We look to the future with optimism and confidence. Our Purpose has never been more relevant. Our strategy is clear. Our leadership team, people and culture are strong. Together, these elements position us well for continued growth - for the next 160 years.

Once again, we appreciate your feedback and invite you to contact us at boarddirectors@sunlife.com.

Sincerely,

Joseph M. Natale	Scott F . Powers
Chair, Management Resources Committee	Chair of the Board

Compensation discussion and analysis

2025 compensation decisions and approvals

We evaluate our business performance to assess whether external perceptions of our performance are consistent with the calculated results from our formula, and the extent to which delivered results could represent one-off events. When determining 2025 AIP payouts, unique circumstances in each business group were considered and negative discretion was applied to the Asia Business Group result, also impacting the Total Company result to ensure final AIP outcomes aligned with the overall performance of each business. Use of discretion is described on page 75.

Mr. Strain's salary and AIP target are not changing for 2026, while his long-term incentive target has increased. Some other NEOs have received increases to their total target compensation for 2026. LTI awards are forward looking and recognize the critical role our executives play in providing leadership, managing risk and driving achievement of our ambitious goals for Clients and shareholders going forward. The final payout of these awards depends on the long-term value delivered to stakeholders.

As disclosed in last year's management information circular, 2025 salaries, AIP targets, and LTI grants were approved and executed in February 2025. The 2025 actual incentive outcomes reflect a range of business and individual performance, in alignment with our compensation principles. We describe the annual incentive plan business results on page 110.

The table below summarizes the 2025 compensation decisions for the individuals who are our NEOs for 2025. We describe the plans, payouts and new grants in more detail starting on page 77.