Exhibit 97.1

EXECUTIVE OFFICER CLAWBACK POLICY

The Board of Directors (the “Board”) of Manulife Financial Corporation (the “Company”)

believes that it is in the best interests of the Company and its shareholders to adopt this Clawback

Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the

event of an Accounting Restatement (as defined below). This Policy is designed to comply with,

and shall be interpreted consistent with, Section 10D of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule

10D-1”) and Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company

Manual (the “Listing Standards”).

This Policy is separate from, and in addition to, any other policy of the Company or any of its

subsidiaries now or hereafter in existence, that relates to the clawback of incentive awards or

other forms of compensation from directors, executive officers or employees of the Company or

its subsidiaries (any such other clawback policy being referred to herein as a “Discretionary

Clawback Policy”). In the event of any conflict or inconsistency between this Policy and any

Discretionary Clawback Policy, the terms and conditions of this Policy shall prevail.

1.Administration

Except as specifically set forth herein, this Policy shall be administered by the Management

Resources and Compensation Committee (the “MRCC”) of the Board (the “Administrator”).

The Administrator is authorized to interpret and construe this Policy and to make all

determinations necessary, appropriate, or advisable for the administration of this Policy. Any

determinations made by the Administrator shall be final and binding on all affected individuals

and need not be uniform with respect to each individual covered by the Policy. In the

administration of this Policy, the Administrator is authorized and directed to consult with the full

Board or such other committees of the Board, such as the Audit Committee or the Risk

Committee, as may be necessary or appropriate as to matters within the scope of such other

committee’s responsibility and authority. Subject to any limitation at applicable law, the

Administrator may authorize and empower any officer or employee of the Company to take any

and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other

than with respect to any recovery under this Policy involving such officer or employee), and the

Administrator may retain the services of external consultants of other service providers if

determined to be necessary or appropriate.

2.Definitions

As used in this Policy, the following definitions shall apply:

•“Accounting Restatement” means an accounting restatement of the Company’s

financial statements due to the Company’s material noncompliance with any financial

reporting requirement under the securities laws, including any required accounting

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restatement to correct an error in previously issued financial statements that is

material to the previously issued financial statements, or that would result in a

material misstatement if the error were corrected in the current period or left

uncorrected in the current period.

•“Administrator” has the meaning set forth in Section 1 hereof.

•“Applicable Period” means the three completed fiscal years immediately preceding

the date on which the Company is required to prepare an Accounting Restatement, as

well as any transition period (that results from a change in the Company’s fiscal year)

within or immediately following those three completed fiscal years (except that a

transition period that comprises a period of at least nine months shall count as a

completed fiscal year). The “date on which the Company is required to prepare an

Accounting Restatement” is the earlier to occur of (a) the date the Board concludes,

or reasonably should have concluded, that the Company is required to prepare an

Accounting Restatement, or (b) the date a court, regulator, or other legally authorized

body directs the Company to prepare an Accounting Restatement, in each case

regardless of if or when the restated financial statements are filed.

•“Covered Executives” means the Company’s current and former executive officers,

as determined by the Administrator in accordance with the definition of executive

officer set forth in Rule 10D-1 and the Listing Standards.

•“Erroneously Awarded Compensation” has the meaning set forth in Section 5 of

this Policy.

•A “Financial Reporting Measure” is any measure that is determined and presented

in accordance with the accounting principles used in preparing the Company’s

financial statements, and any measure that is derived wholly or in part from such

measure.  A Financial Reporting Measure need not be presented within the

Company’s financial statements or included in a filing with the Securities Exchange

Commission.

•“Incentive-Based Compensation” means any compensation that is granted, earned,

or vested based wholly or in part upon the attainment of a Financial Reporting

Measure. Incentive-Based Compensation is “received” for purposes of this Policy in

the Company’s fiscal period during which the Financial Reporting Measure specified

in the Incentive-Based Compensation award is attained, even if the payment or grant

of such Incentive-Based Compensation occurs after the end of that period.

3.Covered Executives; Incentive-Based Compensation

Without limiting the terms and conditions of any Discretionary Clawback Policy, this Policy

applies to Incentive-Based Compensation received by a Covered Executive (a) after beginning

services as a Covered Executive; (b) if that person served as a Covered Executive at any time

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during the performance period for such Incentive-Based Compensation; and (c) while the

Company had a listed class of securities on a national securities exchange.

4.Required Recoupment of Erroneously Awarded Compensation in the event of an

Accounting Restatement

In the event the Company is required to prepare an Accounting Restatement, the Company shall

promptly recoup the amount of any Erroneously Awarded Compensation received by any

Covered Executive, as calculated pursuant to Section 5 hereof, during the Applicable Period.

5.Erroneously Awarded Compensation: Amount Subject to Recovery

The amount of “Erroneously Awarded Compensation” subject to recovery under the Policy, as

determined by the Administrator, is the amount of Incentive-Based Compensation received by the

Covered Executive that exceeds the amount of Incentive-Based Compensation that would have

been received by the Covered Executive had it been determined based on the restated amounts.

Erroneously Awarded Compensation shall be computed by the Administrator without regard to any

taxes paid in any and all applicable jurisdictions by the Covered Executive in respect of the

Erroneously Awarded Compensation.

By way of example, with respect to any compensation plans or programs that take into account

Incentive-Based Compensation, the amount of Erroneously Awarded Compensation subject to

recovery hereunder includes, but is not limited to, the amount contributed to any notional

account based on Erroneously Awarded Compensation and any earnings accrued to date on that

notional amount.

For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”): (a)

the Administrator shall determine the amount of Erroneously Awarded Compensation based on a

reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon

which the Incentive-Based Compensation was received; and (b) the Company shall maintain

documentation of the determination of that reasonable estimate and provide such documentation

to NYSE.

6.Method of Recoupment

The Administrator shall determine, in its sole discretion, the timing and method for promptly

recouping Erroneously Awarded Compensation hereunder, which may include without limitation

(a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior

cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) canceling or

offsetting against any planned future cash or equity-based awards, (d) forfeiture of deferred

compensation, subject to compliance with Section 409A of the Internal Revenue Code and the

regulations promulgated thereunder, and (e) any other method authorized by applicable law or

contract. Subject to compliance with any applicable law, the Administrator may affect recovery

under this Policy from any amount otherwise payable to the Covered Executive, including

amounts payable to such individual under any otherwise applicable Company plan or program,

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including base salary, bonuses or commissions and compensation previously deferred by the

Covered Executive.

The Company is authorized and directed pursuant to this Policy to recoup Erroneously Awarded

Compensation in compliance with this Policy unless the MRCC has determined that recovery

would be impracticable solely for the following limited reasons, and subject to the following

procedural and disclosure requirements:

•The direct expense paid to a third party to assist in enforcing the Policy would exceed the

amount to be recovered. Before concluding that it would be impracticable to recover any

amount of Erroneously Awarded Compensation based on expense of enforcement, the

Administrator must make a reasonable attempt to recover such erroneously awarded

compensation, document such reasonable attempt(s) to recover, and provide that

documentation to NYSE;

•Recovery would violate home country law of the issuer where that law was adopted prior

to November 28, 2022. Before concluding that it would be impracticable to recover any

amount of Erroneously Awarded Compensation based on violation of home country law

of the issuer, the Administrator must satisfy the applicable opinion and disclosure

requirements of Rule 10D-1 and the Listing Standards; or

•Recovery would likely cause an otherwise tax-qualified retirement plan, under which

benefits are broadly available to employees of the Company, to fail to meet the

requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

7.No Indemnification of Covered Executives

Notwithstanding the terms of any indemnification or insurance policy or any contractual

arrangement with any Covered Executive that may be interpreted to the contrary, the Company

shall not indemnify any Covered Executives against the loss of any Erroneously Awarded

Compensation, including any payment or reimbursement for the cost of third-party insurance

purchased by any Covered Executives to fund potential clawback obligations under this Policy.

8.Administrator Indemnification

Any members of the Administrator, and any other members of the Board who assist in the

administration of this Policy, shall not be personally liable for any action, determination or

interpretation made with respect to this Policy and shall be fully indemnified by the Company to

the fullest extent under applicable law and Company policy with respect to any such action,

determination or interpretation. The foregoing sentence shall not limit any other rights to

indemnification of the members of the Board under applicable law or Company policy.

9.Effective Date; Retroactive Application

This Policy shall be effective as of October 2, 2023 (the “Effective Date”). The terms of this

Policy shall apply to any Incentive-Based Compensation that is received by Covered Executives

on or after the Effective Date, even if such Incentive-Based Compensation was approved,

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awarded, granted or paid to Covered Executives prior to the Effective Date. Without limiting the

generality of Section 6 hereof, and subject to applicable law, the Administrator may affect

recovery under this Policy from any amount of compensation approved, awarded, granted,

payable or paid to the Covered Executive prior to, on or after the Effective Date.

10.Amendment; Termination

The MRCC may amend, modify, supplement, rescind or replace all or any portion of this Policy

at any time and from time to time in its discretion, and shall amend this Policy as it deems

necessary to comply with applicable law or any rules or standards adopted by a national

securities exchange on which the Company’s securities are listed.

11.Other Recoupment Rights; Company Claims

The MRCC intends that this Policy shall be applied to the fullest extent of the law. Any right of

recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of

recoupment that may be available to the Company under applicable law or pursuant to the terms

of any similar policy in any employment agreement, equity award agreement, or similar

agreement and any other legal remedies available to the Company.

Nothing contained in this Policy, and no recoupment or recovery as contemplated by this Policy,

shall limit any claims, damages or other legal remedies the Company or any of its affiliates may

have against a Covered Executive arising out of or resulting from any actions or omissions by the

Covered Executive.

12.Successors

This Policy shall be binding and enforceable against all Covered Executives and their

beneficiaries, heirs, executors, administrators or other legal representatives.

13.Exhibit Filing Requirement

A copy of this Policy and any amendments thereto shall be posted on the Company’s website and

filed as an exhibit to the Company’s annual report on Form 40-F.