Sun Life Financial : Information for voting policyholders booklet - Notice of Annual Meeting and Report to Voting Policyholders

Sun Life Assurance Company of Canada

Information for Voting Policyholders

Notice of our 2024 annual meeting 2023 Report to Voting Policyholders

Welcome

As a voting policyholder of Sun Life Assurance, you have the right to vote at our annual meeting. This booklet includes the notice of our 2024 annual meeting as well as our 2023 Report to Voting Policyholders, which includes information about:

• the business of the meeting (page 7)
• how to vote (page 4)
• policyholder dividends (page 24)
• our financial performance in 2023 (page 30).

This booklet is available on our website at sunlife.com/annualmeetingmaterials and on the website of our agent, TSX Trust Company (TSX Trust), at meetingdocuments.com/TSXT/sla.

_______________

In this document:

• we, us, our, the Company and Sun Life Assurance means Sun Life Assurance Company of Canada
• you, your and policyholder means voting policyholders of Sun Life Assurance
• SLF Inc. means our sole shareholder, Sun Life Financial Inc., which is a publicly traded company on the Toronto (TSX), New York (NYSE) and Philippine (PSE) stock exchanges under the ticker symbol SLF
• all dollar amounts are in Canadian dollars unless stated otherwise.

Unless otherwise stated, information in this booklet is provided as of February 29, 2024.

Sun Life Assurance Company of Canada

Dear voting policyholder:

You are invited to attend the annual meeting of voting policyholders and the sole shareholder on Thursday, May 9, 2024 at 5:00 p.m. (Toronto time). Voting policyholders will have the opportunity to virtually attend the meeting, ask questions in real time and vote on a number of important matters by way of live webcast at web.lumiagm.com/477258212.

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

This document includes the notice of our 2024 annual meeting and our 2023 Report to Voting Policyholders, which includes important information about the meeting, how to vote, policyholder dividends and our financial performance in 2023.

We will be conducting the annual meeting of the common shareholders of SLF Inc. at the same time. The formal business of each meeting will be conducted separately, however, management's presentation will address policyholders and shareholders.

Your vote is important. If you cannot attend the meeting, please vote by submitting your proxy by mail, internet or telephone by 5:00 p.m. (Toronto time) on Tuesday, May 7, 2024, as described on pages 4 to 6.

We look forward to your attendance at this year's meeting.

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 de 2024 et le rapport 2023 à l'intention des titulaires de contrat ayant droit de vote 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 [e-mail].

INFORMATION FOR VOTING POLICYHOLDERS 2024 | 1

Notice of our 2024 Annual Meeting

You are invited to our annual meeting of voting policyholders and the sole shareholder of Sun Life Assurance Company of Canada:

When Thursday, May 9, 2024 at 5:00 p.m. (Toronto time)

Where Virtual

Via live webcast online at web.lumiagm.com/477258212

Password: "sunlife2024" (case sensitive)

In Person

1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada

What the meeting will cover

1. Receipt of the 2023 consolidated financial statements
2. Election of the directors
3. Appointment of the auditor
4. Consideration of any other business that may properly be brought before the meeting

As of March 15, 2024 (the record date), a total of 961,011 votes are eligible to be cast by voting policyholders and 480,779,546 votes are eligible to be cast by the sole shareholder at the meeting.

The annual meeting of common shareholders of SLF Inc. will also be held at the same time and place. If you cannot attend the meeting, please cast your vote by proxy.

The board of directors has approved the contents of this report and has authorized us to send it to you.

Troy Krushel

Vice-President, Associate General Counsel & Corporate Secretary

Toronto, Ontario

March 15, 2024

INFORMATION FOR VOTING POLICYHOLDERS 2024 | 2

2023 Report to Voting Policyholders
Contents
Voting	4
Who can vote	4
How to vote	4
Processing the votes	6
Questions?	6
Our 2024 annual meeting	7
Business of the meeting	7
Appointing the auditor	8
The director nominees	9
Policyholder proposals	21
Director compensation	21
Compensation details	23
Policyholder dividends and participating account management	24
Our policyholder dividend and participating account management policies	25
Safeguards for our policyholder dividend and participating account management processes	25
2024 dividend scales	26
Information about the financial position of our participating accounts	26
Annual financial information	30
Our subsidiaries and associates	171
Appendix A - Policyholder dividend and participating account management policies	173

INFORMATION FOR VOTING POLICYHOLDERS 2024 | 3

Voting

Who can vote

Only voting policyholders and our sole shareholder can vote at our annual meeting.

You are a voting policyholder if on March 15, 2024 (the record date) you owned one of the following:

• a participating policy issued by Sun Life Assurance or The Mutual Life Assurance Company of Canada (Mutual Life). Mutual Life changed its name to Clarica Life Insurance Company on July 21, 1999.
• a non-participating product with voting rights issued by Mutual Life before April 1, 1995.

The table below shows the breakdown of voting policyholders as of March 15, 2024:

	Voting Policyholders
Country	#	%
Canada	831,287	86.5
United States	35,164	3.7
Other	94,560	9.8
Total	961,011	100.0

Voting policyholders are entitled to cast one vote on each item of business, regardless of the number of policies owned, except for the election of the shareholder's directors. SLF Inc., our sole shareholder, is entitled to cast one vote on each item of business for each common share it holds, except for the election of the policyholders' directors.

See Electing the directors on page 7 for more information.

How to vote

You have three ways to vote:

• by proxy; or
• by attending the meeting and voting by online ballot through the live webcast platform; or
• by attending the meeting and voting in person.

To vote by proxy or online during the meeting, you will need a control number. If you did not receive a form of proxy or email notification from our agent TSX Trust containing the control number, please contact TSX Trust at 1 [phone] (within North America) or 1 [phone] (outside of North America) or by completing a form online using the following link: tsxtrust.com/control-number-request. If you want to attend and vote during the meeting online, please make sure you have obtained your control number from TSX Trust at least one business day prior to the meeting.

Voting by proxy before the meeting

Voting by proxy is the easiest way to vote because you are giving someone else the authority to attend the meeting and vote for you (called your proxyholder). If you specify on your proxy form how you want to vote on a particular matter, then your proxyholder must vote according to your instructions.

The proxy form names Scott F. Powers, Chair of the Board (Board Chair), or in his absence

M. Marianne Harris, Chair of the Governance, Investment & Sustainability Committee, or in her absence another director appointed by the board, as your proxyholder to vote at the meeting according to your instructions.

INFORMATION FOR VOTING POLICYHOLDERS 2024 | 4

If you appoint them as proxyholders but do not specify on your proxy form how you want to vote, your vote will be cast:

• FOR electing each of the director nominees who are listed on the proxy form (called policyholders' directors)
• FOR appointing Deloitte LLP (Deloitte) as auditor.

You can appoint another person to vote for you by printing their name in the space provided on your proxy form and registering them online, as described below. This person does not need to be a voting policyholder, but your vote can only be counted if they attend the meeting and vote for you. Regardless of who you appoint, if you do not specify how you want to vote, your proxyholder can vote as they see fit. Your proxyholder can also vote as they decide 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). You or your proxyholder must also complete the additional step of registering the proxyholder by calling TSX Trust at

1-866-751-6315 (within North America) or 1 [phone] (outside of North America) or by completing an form online using the following link: tsxtrust.com/control-number-requestby no later than 5:00 p.m. (Toronto time) on Tuesday, May 7, 2024. Failing to register yourself or your proxyholder with TSX Trust will result in you or your proxyholder not receiving a control number, which is required to vote at the meeting.

If you do not want to attend and vote at the meeting, indicate your voting instructions on your proxy form, then sign, date and return it using one of the methods below:

• Mail it in the envelope provided
• Scan and email the signed page [e-mail].

Alternatively, you may submit your voting instructions by telephone or on the Internet. You will need the 13- digit control number on your proxy form or email notification from TSX Trust to complete your voting instructions using one of these methods.

Voting by phone	Call 1-888-489-7352 from a touchtone telephone and follow the instructions.
(Canada & U.S. only)
Voting on the Internet	Go to meeting-vote.comand follow the instructions on screen.

TSX Trust must receive your completed and signed proxy form by 5:00 p.m. (Toronto time) on Tuesday, May 7, 2024 to have your vote recorded.

If the meeting is adjourned or postponed, TSX Trust must receive your completed proxy form by 5:00 p.m. (Toronto time) on the date that is two business days before the meeting is reconvened.

You can also find a blank form of proxy on TSX Trust's website at meetingdocuments.com/TSXT/sla.

If you change your mind

You can revoke instructions you have already provided on your proxy form by giving us new instructions in one of the following ways:

• complete and sign a proxy form with a later date than the one you previously sent, and deliver or deposit it to TSX Trust as described above before 5:00 p.m. (Toronto time) on Tuesday, May 7, 2024.
• submit new voting instructions to TSX Trust by telephone or the Internet before 5:00 p.m. (Toronto time) on Tuesday, May 7, 2024.
• deliver or deposit a notice in writing with your new instructions signed by you, or your attorney as authorized by you in writing, to Sun Life Assurance at the address below before 5:00 p.m. (Toronto time) on Wednesday, May 8, 2024, or if the meeting is adjourned or postponed, before 5:00 p.m. (Toronto time) one business day before the meeting is reconvened.
• 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.
• if you have followed the instructions for attending and voting at the meeting online, voting at the meeting online will revoke your previous instructions.

INFORMATION FOR VOTING POLICYHOLDERS 2024 | 5

Voting during the meeting

Voting policyholders will have the opportunity to attend the meeting online, ask questions and vote on a number of important matters by way of live webcast.

Voting policyholders will also have the opportunity to attend at Sun Life's head office at 1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada. Attending the meeting, in person or online, gives you an opportunity to hear directly from management.

Voting at the virtual meeting

If you want to attend the meeting and vote online, do not complete or return your proxy form.

Voting policyholders and duly appointed proxyholders that attend the meeting online will be able to vote by completing a ballot online during the meeting through the live webcast platform.

Guests can log into the meeting as set out below. Guests will be able to listen to the meeting but will not be able to vote during the meeting.

• Step 1: Log in online atweb.lumiagm.com/477258212. We recommend that you log in at least one hour before the meeting starts.
• Step 2: Follow these instructions:

Voting policyholders: Click "I have a control number" and then enter your control number and password "sunlife2024" (case sensitive). 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.

Guests: Click "Guest" and then complete the online form.

Please allow ample time to log in to the meeting online before it begins. You will need the latest versions of your web browser. Please do not use Internet Explorer. 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.

Voting in person

If you want to attend the meeting and vote in person, do not complete or return your proxy form. When you arrive at the meeting, register with a representative of our agent, TSX Trust, to receive a ballot.

Processing the votes

A simple majority of votes cast is required for the approval of each of the matters being voted on at the meeting.

TSX Trust counts and tabulates the proxies on our behalf. Proxy forms are only shown to management if it is clear that the policyholder wants to communicate directly with them, or when the law requires it.

We will file the voting results on SEDAR+ (sedarplus.ca) and publish them on our website (sunlife.com) shortly after the meeting.

Questions?

You can contact the Corporate Secretary if you have any questions related to voting:

The Corporate Secretary, Sun Life Assurance

1 York Street, Toronto, Ontario, Canada M5J 0B6 E-mail:[e-mail]

INFORMATION FOR VOTING POLICYHOLDERS 2024 | 6

Our 2024 annual meeting

Voting policyholders will have the opportunity to virtually attend the annual meeting online, ask questions and vote on a number of important matters by way of live webcast at web.lumiagm.com/477258212in real time and regardless of your geographic location.

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

Business of the meeting

Financial statements (see pages 30 to 170)

You will receive the consolidated financial statements for the year ended December 31, 2023, the auditors' reports thereon and the actuary's report on the policy liabilities reported in the financial statements, and have the opportunity to ask questions. These are all included in this document.

Electing the directors (see pages 10 to 20)

A total of 11 directors will be elected to serve on our board until the next annual meeting. All of the director nominees currently serve on our board. All 11 individuals are also nominated to serve as directors of SLF Inc., the sole shareholder of Sun Life Assurance.

Voting policyholders are legally entitled to elect at least one-third of our board as policyholders' directors. That means you can elect at least four of the directors who will serve on our board. SLF Inc. elects the remaining members of the board as the shareholder's directors.

Under the Insurance Companies Act (Canada), we must designate each member of the board as either a policyholders' director or a shareholder's director. All directors, regardless of who they were elected by, have a duty to act in the best interests of Sun Life Assurance, taking into account the interests of the policyholders and the shareholder.

The table below lists the directors who are currently designated as policyholders' directors, and the

11 individuals nominated to serve on our board for 2024. Their terms will expire at the conclusion of the next annual meeting.

Current Policyholders'	Policyholders' Director	Shareholder's Director
Directors	Nominees for 2024	Nominees for 2024
Deepak Chopra	Deepak Chopra	Ashok K. Gupta
Stephanie L. Coyles	Stephanie L. Coyles	M. Marianne Harris
M. Marianne Harris	Marie-Lucie Morin	David H. Y. Ho
Marie-Lucie Morin	Scott F. Powers	Laurie G. Hylton
Scott F. Powers		Helen M. Mallovy Hicks
		Joseph M. Natale
		Kevin D. Strain

INFORMATION FOR VOTING POLICYHOLDERS 2024 | 7

The Governance, Investment & Sustainability Committee has reviewed each of the nominees and confirmed that they have the key competencies and experience necessary for the board to fulfil its mandate.

We expect that all of the nominees will be able to serve as a director. 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.

The board recommends that policyholders vote FOR electing each of the individuals nominated as policyholders' directors profiled below. If you do not specify in your proxy form how you want to vote on the election of directors, the persons named in the form of proxy will vote for electing each of Deepak Chopra, Stephanie L. Coyles, Marie-Lucie Morin and Scott F. Powers, who have been nominated as policyholders' directors.

SLF Inc., as the sole shareholder of Sun Life Assurance, intends to vote for electing the other individuals profiled below who have been nominated as shareholder's directors.

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, he or she 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 director will not participate in these deliberations.

Appointing the auditor

You will vote on the appointment of Deloitte as our auditor for 2024. Deloitte has been the auditor of Sun Life Assurance since 1875.

We maintain independence from our auditor through Audit Committee oversight, a robust regulatory framework in Canada, including the requirement to rotate the lead audit partner at least every five years, and Deloitte's own internal independence procedures which are designed to comply with Canadian Public Accountability Board and Public Company Accounting Oversight Board requirements. The Audit Committee pre-approves services provided by the auditors, and also conducts a formal review of the external auditors every year. We completed a comprehensive audit tender process in 2016 and have since carried out an annual review each year. It is our intention to carry out a more comprehensive review in 2024 following the completion of the initial adoption of International Financial Reporting Standards 17 (IFRS 17) Insurance Contracts and at a minimum every 5 years thereafter. The 2024 review will include an evaluation of the engagement partner and team, their independence objectivity, the quality of communication and audit work performed and overall review of fees. 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 your shares, the persons named in the form of proxy will vote FOR the appointment of Deloitte as our auditor.

INFORMATION FOR VOTING POLICYHOLDERS 2024 | 8