Notice of Annual Meeting of common shareholders and Management information circular

SUN LIFE FINANCIAL INC.

Notice of annual meeting of common shareholders

May 8, 2025

Management information circular

Contents

Letter to shareholders............................................................................................................3

Notice of our 2025 annual meeting.....................................................................................4

Management information circular.......................................................................................5

About the meeting.................................................................................................................................5

• •Delivery of meeting materials.......................................................................................................5.........

  -Notice and access..................................................................................................................5

• •How to attend..................................................................................................................................7.........

• •What the meeting will cover.........................................................................................................8.........

• •Voting................................................................................................................................................1.0........

• • Director nominees at a glance......................................................................................................1.5........

Governance..............................................................................................................................................23

• • Governance philosophy and approach........................................................................................2..3.......

• • Governance roles and responsibilities........................................................................................2..4.......

• • Building an effective Board...........................................................................................................3..1.......

• • Shareholder engagement and communications.......................................................................4..1.......

• • Committee reports.........................................................................................................................4..4.......

Director compensation.........................................................................................................................53

• • Compensation discussion and analysis.......................................................................................5..3.......

• • Compensation details....................................................................................................................5..6.......

Executive compensation......................................................................................................................57

• • Letter to shareholders....................................................................................................................5..8.......

• • Compensation discussion and analysis.......................................................................................6..2.......

• • Compensation details....................................................................................................................8..9.......

Letter to shareholders

Dear shareholder:

You are invited to attend our annual meeting of common shareholders on Thursday, May 8, 2025 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 atmeetings.lumiconnect.com/400-542-265-283.

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 2025 annual meeting and management information 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 by mail, internet or telephone by 5:00 p.m. (Toronto time) on Tuesday, May 6, 2025, as described on pages10to14in the attached Circular.

President & Chief Executive OfficerSi 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[email protected].

Notice of our 2025 annual meeting

You are invited to our annual meeting of common shareholders:

When: Where:

Thursday, May 8, 2025 at 5:00 p.m. (Toronto time)

Online

Via live webcast atmeetings.lumiconnect.com/400-542-265-283Password: "sunlife2025" (case sensitive)

In Person

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

What the meeting will cover

• 1. Receipt of the 2024 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. Consideration of other business that may properly be brought before the meeting.

A total of 568,816,706 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 14, 2025 (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 14, 2025

Management information circular

March 14, 2025

In this document,we,us,our,the company,Sun LifeandSLF Inc. mean Sun Life Financial Inc., andSun Life Assurancemeans Sun Life Assurance Company of Canada.You,yourandshareholdermean 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 28, 2025.

About the meeting

Delivery of meeting materials

Notice and access

We are making this Circular available online instead of by mail according to a set of rules developed by Canadian Securities Administrators called notice and access, 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. Please see page11for a description of who falls within each of these categories of shareholders.

This means that instead of receiving a paper copy of such materials, you will receive a notice (Notice) explaining how to access them online. You will also receive a form of proxy for registered shareholders and share ownership account participants, or a voting instruction form for non-registered (beneficial) shareholders so you can vote your shares.

Registered shareholders who have not opted out of receiving our financial statements will receive them by mail, unless they have agreed to electronic delivery (e-delivery). Please see Go Digital! below for more information on signing up.

How to access the meeting materials online

This Circular, the financial statements and our MD&A are available on our website (sunlife.com/2025agm), on the website of our transfer agent, TSX Trust Company (TSX Trust) (meetingdocuments.com/TSXT/slf), on SEDAR+ (sedarplus.ca) and on EDGAR (sec.gov/edgar).

Go digital!

You can receive meeting materials, including the Notice, proxy form and voting instruction form, by email. E-delivery reduces paper and energy consumption and gets the documents to you faster.

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 follow the instructions provided in the Notice or make a request by no later than April 23, 2025 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 atTSXT-[email protected]. 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[email protected].

How to attend

You can attend the meeting online, securely vote and participate in real time by following the steps below. You can also attend in person at Sun Life's head office at 1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada.

• • Step 1:

  Log in atmeetings.lumiconnect.com/400-542-265-283

  We recommend that you log in 30 minutes before the meeting starts.

• • Step 2:

  Follow these instructions:

  Registered shareholders: Click "I have a control number" and then enter your control number and password "sunlife2025" (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.

  Duly appointed proxyholders: Click "I have a control number" and then enter your control number and password "sunlife2025" (case sensitive). 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:Click "Guest" and then complete the online form.

Please allow ample time to log in to the meeting online before it begins. You may need the latest version 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.

Additional information and updates on how to attend the meeting will be made available on our website atsunlife.com/2025agm. Please see Voting on pages10to14for further instructions. This Circular is available on our website, on the TSX Trust website (meetingdocuments.com/TSXT/slf), on SEDAR+ (sedarplus.ca) and on EDGAR (sec.gov/edgar).

What the meeting will cover

Financial statements

You will receive the consolidated financial statements for the year ended December 31, 2024, the auditors' reports thereon and the actuary's report on the policy liabilities reported in the financial statements.

Electing the directors (pages15to22)

You will vote on the election of 12 directors to serve on our Board until the next annual meeting. All of the director nominees currently serve on our Board. All 12 individuals are also nominated to serve as directors of Sun Life Assurance, a principal operating subsidiary which we wholly own.The Board recommends voting FOR each nominee. 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 electing each of the director nominees profiled below.

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 2025. Deloitte has been our auditor since SLF Inc. was incorporated in 1999 and has served as 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 Chartered Professional Accountants of Ontario and Public Company Accounting Oversight Board (United States) requirements. 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. This comprehensive review included an evaluation of the engagement partner and team, their independence, objectivity, the quality of communication, audit work performed, and an overall review of fees. In 2024, we received 299,123,123 votes for the appointment of Deloitte as our auditor, with 23,464,393 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 your shares, 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.

($millions)

1Adjustments to 2023 fees of $3.3 for Audit Services, $0.1 for Audit-Related Services and ($0.1) for Tax Services.

Audit feesrelate 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 $15.8 (2023: $23.2) 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 $10.9 (2023: $10.8) relate to audit of the statements for segregated funds and statutory and regulatory filing. The decrease in audit fees in 2024 compared to 2023 is primarily due to the completion of the non-recurring audit work associated with the adoption of the new accounting standards (IFRS 17 Insurance Contracts and IFRS 9 Financial Instruments).

Audit-related feesinclude assurance services not directly related to performing the audit of the annual consolidated financial statements of SLF Inc. These include internal control reviews, specified procedure audits and employee benefit plan audits.

Tax feesrelate to tax compliance, tax advice and tax planning.

All other feesrelate 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"

You will participate in a non-binding advisory vote on our approach to executive compensation, giving you an opportunity to express your view on the Board's approach to setting executive compensation, as described in the Executive compensation section starting on page57.

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 voteFORthe 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 14, 2025 delivered in advance of the annual meeting of common shareholders on May 8, 2025."

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 publish them on our website. In 2024, we received 96.0% support for our approach to executive compensation (301,696,983 votes for and 12,719,236 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.

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 meeting of common shareholders if you were a shareholder of record as of 5:00 p.m. (Toronto time) on March 14, 2025.

As of March 14, 2025, we had 568,816,706 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 any of its agencies.

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

• • any person, or any entity controlled by any person, that represents, in total, more than 20% of the 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.

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Disclaimer

Sun Life Financial Inc. published this content on March 25, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 25, 2025 at 21:12:43.290.