2025 Annual Meetings

Speaker List:

Jeffrey Orr
Chair of the Board

Paul A. Mahon
President and Chief Executive Officer

Gord Peters
Vice President, Associate General Counsel
Corporate Secretary

Jeffrey Orr: Good morning, everyone. I am Jeff Orr, Chair of Great-West Lifeco and Canada Life. And it’s my pleasure to welcome you today to our annual meeting.

Mesdames et Messieurs, merci d'être avec nous aujourd'hui. Je suis Jeff Orr est je suis le Président du conseil du Canada Vie et aussi Grand West Lifeco.
 
Today we're in Canada Life’s Toronto office for those of you who are here.

Those of you online may not know, we are situated in the territory of the Mississaugas of the credit, the Anishinaabeg, the Haudenosaunee and the Huron-Wendat nations.  

We acknowledge the dish one spoon covenant, a treaty whose spirit is one based on collective stewardship and one which extends to all living present day Toronto.

Thanks to each of you for joining us here this morning. And welcome all of you who are joining us virtually.

With me today are Paul Mahon, president and chief executive officer of Great-West Lifeco and Canada Life.

On my left and to his left is Gord Peters, vice president and associate general counsel and corporate secretary.

Also joining us today are members of our senior management team and members of our board.

And I'd like to also welcome Ray McFeetors, who is president and CEO and then chair of Great-West Lifeco and Canada Life for many years. Welcome, Ray.

This year, once again, we're holding our annual meetings as hybrid meetings.

This means that shareholders, policyholders, proxy holders have the flexibility to attend and participate in the meetings, either in person or online.

We've taken steps so that no matter which way you're participating, we hope the experience will be comparable with opportunities for you to vote, to ask questions, provide direct feedback to our boards and to management

With some participants joining the meeting online at times.I'm going to pause, to wait for online voting.

Thanks in advance for your patience.

Since Canada Life is a subsidiary of Great-West Lifeco, we're going to hold the meetings concurrently, and I now call the meetings to order.

Gord will act as secretary of the meetings, and Kyle Gould, a representative of Computer Investor Services, is going to act as scrutineer.

The scrutineer confirmed that the required four quorums, excuse me, of the shareholders and the policyholders are represented at these meetings.

The meeting notices went out to shareholders and policyholders of record March 13th, 2025, and I therefore declare the meetings duly constituted for the transaction of business.

I'd like to ask Gord to address several procedural aspects of today's meetings. Gord.

Gord Peters: Thank you, Mr. Chair.

For those attending online, the polls will open shortly for voting on all items of business at the Great-West Lifeco Meeting.

You may vote online during the meeting by clicking on the voting icon at the top of your screen, and clicking on your choice displayed on screen.

For those attending in person, the voting at today's meetings will be conducted by ballot.

Policyholders, shareholders and proxy holders here in person who have not already voted by proxy have been given ballots in the following colors: blue for Canada Life and white for Great-West Lifeco.

Go to vote by ballot.

Place an X in the appropriate box, and ensure that you both print and sign your name clearly and provide the additional information where required.

During each item of business, we will pause to respond to relevant questions we have received, either in person or through the online platform.

For those attending in person, if you wish to ask a question, please raise your hand and an usher will provide you with a wireless microphone, at which point you're asked to stand while asking your question if you're able to do so.

Before asking your question, please give your full name and identify whether you are a Canada Life policyholder, a Lifeco shareholder, or a proxy holder.

For those attending online, you are able to ask questions through the Lumi platform. To do so, click on the messaging icon at the top of your screen. Enter your telephone number and the subject of your question and then click the send button.

If your question relates to a specific item of business to be considered today, please clearly indicate which item your question relates to so that we can ensure that it is addressed at the appropriate time.

The Lumi platform will then dial you into the meeting

At that point, to prevent any delay or feedback, please mute your computer and listen to the meeting only on your phone. When called upon to ask your question, you will be unmuted and may address the meeting. Please then provide your full name and state whether you are a shareholder, policyholder or proxy holder.

Once discussion is concluded on all items of Great-West Life business, we will declare voting closed for that meeting and we will then attend to the Canada Life Meeting, at which point the online polls will open for voting on all items of Canada Life business.

After voting ends, any in-person ballots will be collected and the results will be tabulated by our scrutineer.

We will then have a general discussion and answer question, following which I will announce the preliminary voting results.

If your question relates to a personal matter, or if we're unable to answer your question during the meeting, we invite you to proceed to the registration desk after the meeting where a client service representative is available to meet with you.

If you've asked your question through the online platform, a company representative will contact you after the meeting.

We will do our best to respond to all questions during the meetings.

The remarks you hear today may include forward looking statements.Actual results could differ.

Also, some of the material matters discussed today may include references to non IFRS financial measures.

Cautionary statements regarding these matters can be found in our annual reports, which are available on our websites, so you don't have to try to read that.

That concludes my comments on the conduct of the meetings. Mr. Chair.

Jeffrey Orr: That's a lot of instructions, Gord.

I don't know about you, but I'm tired already.

Can anybody recite what Gord just said?

Thank you.

So I now declare the polls open on all items of business for the Great-West Lifeco meeting.

And our first item of business is a submission of the financial statements and reports.

The annual reports for both companies were mailed to shareholders and policyholders who requested them.

They contain the audited financial statements of the companies and the auditors reports, and these documents can also be accessed on our websites.

Is anyone attending today or in person have a question or comment relating to the financial statements?

Gord, have we received any online? No? Great. Thank you.

The next item of business is the election of the greatest Lifeco directors.

Before we vote on this matter, I would like to thank my fellow directors for their dedication and their hard work over the past year.

Our boards are deeply committed to the business and affairs of the company and their responsibilities, and their continued oversight of Great-West Lifeco and Canada Life’s business plans and strategies.

They do a terrific job. It's a pleasure to work with them.

This year we have 19 individuals to be elected to the Great-West Lifeco board.

Following 19 individuals as identified in our proxy circular will be nominated Michael Amend, Deborah Barrett, Robin Bienfait, Heather Conway, Marcel Coutu, Andre Desmarais, Paul Desmarais Jr, Gary Doer, Claude Genereux, Jake Lawrence, Paula Madoff, Paul Mahon, Susan McArthur, Jeffrey Orr, James O'Sullivan, Timothy Ryan, Dhvani Shah, Siim Vanaselja, and Brian Walsh.

Gord, would you please present the nominees for election?

Gord Peters: I nominate for election as directors of Great-West Lifeco, Inc.

The 19 individuals listed in Lifeco’s Management Proxy Circular, each for a term ending at the close of the next annual meeting.

Jeffrey Orr: Thank you.

Does anyone attending today, or in person have a question or comment that relates to the directors’ nominees?

And Gord have we received any questions online?

Gord Peters: We have not.

Jeffrey Orr: So we'll now proceed to vote.

The Board of Directors and Management recommend voting for the director of nominees listed in the Great-West Lifeco Management Proxy Circular.

If you haven't already done so, please vote now.

Well, Canada Life policyholders attending online will see voting options.

Only votes from Great-West Lifeco shareholders or their proxy holders will be counted by our scrutineers on this particular matter.

You may vote for or against the election of each nominee by selecting the appropriate boxes on your ballot, on your screen.

For those that have that are here that have paper ballots, you may vote for against all 19 nominees by placing an X in the appropriate box above the dotted line.

Since there are 19 nominees for election and 19 positions to be filled, please ignore the column entitled Distribution of Votes.

And do we need to wait for.

We don't need to wait for tabulation at this point.

Gord Peters: That'll be fine.

Jeffrey Orr: Thank you.

So the next order of business is the appointment of the auditor of Lifeco.

It's proposed that Lifeco’s current auditor, Deloitte LLP be reappointed.

And, Gord, would you please present the motion?

Gord Peters: I move that Deloitte LLP be appointed auditor of Great-West Lifeco Inc. for the 2025 financial year, to hold office until the close of the next annual meeting, its remuneration to be fixed by the Board of directors.

Jeffrey Orr: Thank you.

And does anyone attending today have a question regarding the auditors?

Any online Gord?

Gord Peters: None.

Jeffrey Orr: Thank you.

So we'll proceed to vote on the matter.

The board management recommend voting for the appointment of Deloitte LLP as Great-West Lifeco Auditor.

A motion must be approved by a majority of the votes cast.

You may vote for or withhold from voting for the auditor by selecting the appropriate box on your ballot, on your screen.

And I think we just carry on.

The next order of business is a consideration of a resolution to amend Lifeco’s articles of incorporation.

It's proposed that life articles be amended to modernize its common share dividend provision to allow for common share dividends, which remain unclaimed after a period of six years, to be reclaimed by Great-West Lifeco.

This change will align with the provisions of Great-West Lifeco, common shares, its preferred share line of common shares with the preferred shares, and in fact, with the practice that is common across the industry, it will help reduce the administration required with dividends that remain unclaimed for long periods of time.

So, Gord, would you please present this motion?

Gord Peters: I move that the articles of the corporation be amended to allow Lifeco to reclaim common share dividends, which remain unclaimed for a period of six years, and that the corporate Secretary be authorized to execute and deliver all documents, and to do all other acts as may be necessary or advisable to give effect to this resolution.

Jeffrey Orr: Any questions in the room?

Any questions online Gord?

Gord Peters: There are not.

Jeffrey Orr: Okay.

So we'll now proceed with the vote on the matter.

The board and management recommending voting for the amendment.

The motion must be approved by at least two thirds of the votes cast.

You may vote for or against the amendment of the articles by selecting the appropriate box on your ballot or on your screen.

So the next order of business is the consideration of an advisory vote.

Vote on Lifeco’s approach to executive compensation.

Text of the proposed resolution is set out in Lifeco’s management proxy circular.

Gord, would you please present the motion?

Gord Peters: I move that on an advisory basis and not to diminish the roles and responsibility of the board.

The shareholders accept the approach to executive compensation disclosed in Lifeco’s Management proxy circular.

Jeffrey Orr: Thank you.

Obviously, the company's success depends on the strength and the performance of our people.

Our executive compensation program is designed to support our strategic priorities and reward the executives for long term performance.

And this objective is reflected in our philosophy of paper for performance without encouraging inappropriate risk taking.

We believe our approach to executive compensation is aligned with the interests of our stakeholders.

Given that executives and stakeholders share common goals, namely the success of the company over the long term and improve shareholder value.

So we're asking you to vote on the way we compensate our executives.

The vote is advisory and it's non-binding, but the voting results will be considered when the Human Resource Committee assesses executive compensation in the future.

So does anyone attending have a question on this particular item?

And Gord online. Anything?

Gord Peters: There are none.

Jeffrey Orr: Thank you.

So then we're going to proceed to vote.

And the board and the management recommend voting for our approach to executive compensation.

And you may vote for or against by selecting the appropriate box.

So the next order of business is a consideration of a resolution to approve an amendment to Lifeco stock option plan to increase the number of common shares that may be used under the plan by 8.5 million shares.

Text to the proposed resolution can be found in the Management Proxy Circular.

Gord, would you please make the motion?

Gord Peters: I move that the amendment to the stock option plan, approved by the Lifeco Board on February 5th, 2025 and described in Lifeco Management Proxy Circular to increase the number of common shares that may be issued under the stock option plan by 8.5 million be approved.

Jeffrey Orr: Thank you.

Any questions on the matter?

Again online.

Any questions?

Gord Peters: There are none.

Jeffrey Orr: So we'll proceed to vote on the matter.

And again the board and the management recommend voting for this particular motion.

And it must be approved by a majority of the votes.

You may vote for against the amendment of the stock option plan by selecting the appropriate box on your ballot or on your screen.

Okay, so then the next order of business is the consideration of a shareholder proposal submitted by investors for Paris Compliance.

The full text to the shareholder proposal is set out in schedule A of Lifeco Management Proxy circular.

Now I invite Kyra Bell-Pasht, representative of investors for Paris Compliance, to present and move the proposal.

I would ask you to remove to keep your comments to two minutes. There you are.

Please, I would invite you to speak. A microphone should be available for you.

Kyra Bell-Pasht: Thank you very much.

I'll do my best to keep the comments to that time. Great.

So good morning members of the board, staff and fellow investors.

My name is Kyra Bell-Pasht. I work with investors for Paris Compliance, a shareholder advocacy group that holds public companies accountable to their net zero commitments.

I'm here to move this proposal.

Thank you to Great-West Lifeco for open and informative discussions over the past few months.

I'm here speaking to this proposal today not because I believe it will receive a majority vote.

I know that's not possible due to share ownership, but because this is an important opportunity to speak directly to the board, shareholders and staff, we want Lifeco to continue to thrive in its mission to support client well-being and deliver strong investment returns.

We believe this means following through on your 2021 net zero commitment for the general account, and eventually broader assets under management.

Your net zero commitment is a recognition of the material financial risks that fossil fuels represent to your portfolio, especially over the mid to long term.

Not to mention the health related risks.

That fossil fuel combustion and climate change induced extreme weather posed to your clients.

Canada's financial regulator OSFI agrees, expecting Lifeco and its peers to develop net zero transition plans.

A transition plan is a technical term defined by fans as a set of goals, actions and accountability mechanisms to align with net zero emissions.

In simpler terms, what concrete steps will Lifeco take to achieve specific outcomes?

The election of Mark Carney, a global leader in sustainable finance, will likely increase this pressure.

And so we were happy to learn that Lifeco is preparing to release its first iteration of its general account transition plan.

Unfortunately, we also learnt that the transition plan will not include any details about what actions Lifeco will take to decarbonize its portfolio, which includes about 25 billion in fossil fuel exposure.

No details on how Lifeco will actually change its business as usual investing practices.

Without such details, it isn't a real transition plan.

Our resolution respectfully asks the company to provide shareholders with some details about how Lifeco is addressing this material business risk with financial, regulatory and reputational consequences.

Thank you for your time and consideration.

Jeffrey Orr: Thank you, Miss Bell-Pasht.

And also, I would thank you for your engagement with the company over the last few months and the open way in which that was carried out.

And I will simply say that the response of the company and management is contained in the proxy circular, and I'm not going to add any comments to it at this point.

So I'll then move to a vote.

And as a reminder, the board and the management recommend voting against the shareholder proposal.

For the reasons I just mentioned and as described in the proxy circular.

Does anyone in the room have a question or a comment on the shareholder proposal?

Are there comments online or questions online?

Gord Peters: There are none.

Jeffrey Orr: Thank you.

So with that, we'll proceed to a vote on the matter.

So you may vote for or against for the shareholder proposal by selecting the appropriate box on your ballot or on your screen.

So the poll is on.

All the Great-West Lifeco matters will close shortly.

So if you have not voted on all Lifeco matters, please do so now.

I need a little music right now to give people time.

I declare the voting closed on Great-West Lifeco matters and the polls are now open on all items of business for the Canada Life meeting.

So moving to the formal part of the Canada Life meeting, the election of Canada Life's policyholder directors is the first item to be voted on.

This year, eight individuals will be elected as Canada Life Policyholder directors.

The eight following individuals who are also in the Canada Life Management Proxy Circular will be nominated Michael Amend, Deborah Barrett, Robin Bienfait, Heather Conway, Gary Doer, Susan McArthur, Dhvani Shaw and Siim Vanaselja.

Gord, would you please present the motion?

Gord Peters: I nominate for election as policyholders directors of Canada Life.

The eight individuals listed as policyholders directors nominees in Canada life Management Proxy circular each for a term ending at the close of the next annual meeting.

Jeffrey Orr: Thank you.

Any questions on the matter?

Online Gord?

Gord Peters: There are none.

Jeffrey Orr: Thank you.

So we're going to proceed to the vote.

Board and management recommend voting for the policyholder director nominees.

Only Canada Life voting policyholders or proxy holders are entitled to vote on this item.

And while if there are great shareholders online, you may see voting options in front of you, but it's only Canada Life policyholders and proxy holders who can vote.

You may vote for or withhold from voting for the nominees by selecting the appropriate box.

If you have not already done so, please vote now.

For those that have paper ballots, you may vote or withhold from voting for all eight nominees by placing an X in the appropriate box and type above the dotted line.

Or you may vote or withhold from voting for each nominee individually by placing boxes in the appropriate boxes below the dotted line.

And while you're voting, I will note that only Great-West Lifeco as the sole shareholder of Canada Life is entitled to vote for the election of Canada Life's shareholder directors.

And earlier today, Great-West Lifeco co-signed a resolution electing a shareholder director as the 12 individuals who were named in the Canada Life Proxy Circular.

Therefore, no voting for shareholder directors for Canada Life will be held at this meeting.

We are pleased to welcome Philip Demarais as a shareholder Director to Canada Life.

Mr. Demarais is the co-founder and chief executive officer of Kelvin Zero, a digital security technology platform focused on the development of next gen password-less solutions.

He’s also director of IG Wealth and Mackenzie. Look forward to Philip to your contributions. Welcome.

So the next order of business is the appointment of the Auditor of Canada Life is proposed that Canada current auditor, Deloitte LLP be reappointed.

Gord, would you please present the motion?

Gord Peters: I move that Deloitte LLP be appointed auditor of the Canada Life Assurance Company for the 2025 financial year, to hold office until the close of the next annual meeting, its remuneration to be fixed by the Board of directors.

Jeffrey Orr: Thank you.

Any questions in the room?

Online Gord?

Gord Peters: None.

Jeffrey Orr: So we're going to proceed to vote on the matter and the board of directors again.

And the management recommend voting for the appointment of Deloitte LLP.

This must be approved by a majority of the votes.

And again, you can vote for, withhold from voting for the auditor by selecting the appropriate box on the ballot, on your screen and the polls.

After you've done that, I'll give you a moment to do that. The polls on all Canada Life matters will close shortly.

So if you haven't voted, please do so.

And if I don't know if anyone, I don't see anyone voting in the room.

But if you are voting in the room, now would be a good time to pass your ballots.

And we do have some folks here.

It's a gentleman right here.

Are there others who have ballots?

Okay, I don't see any.

So I now declare the voting on Canada Life matters closed.

So that concludes the formal business of today's meetings.

So, next on our agenda is, the report of the president and CEO, Paul Mahon.

As many of you are aware, we recently announced several weeks ago that Paul would be retiring as president and Chief Executive officer of Great-West Lifeco and Canada Life effective July 1st.

And David Harney will be taking on the role effective July 1st.

I'll have more to say about Paul and David later in the presentation or later in this meeting, but right now I'd like to invite to invite Paul up to the podium to give his remarks. Paul.

Paul Mahon: Thank you, Jeff, and welcome to everyone here today. It's an honor to be here..and before I say good morning, it is still morning on Eastern Time zone.

So good morning and thank you for joining us today for our annual meeting.

Given last week's announcement, I'm happy to share some reflections and I will.

But before I do, I should speak to the business of the day.

Our 2024 Performance and accomplishments and our Q1 2025 results.

Over the past year, we've remained focused on strengthening our market leadership positions, driving sustainable growth, and delivering lasting value for our shareholders and policyholders.

We've also remained focused on strengthening each of our businesses to deliver on our core purpose to build stronger, more inclusive and financially secure futures.

At the same time, we continue to invest in and support the regions and communities that are home to our businesses.

Turning to our performance.

2024 marked a record year for the company, reflecting our focused strategy, disciplined capital allocation and the strength of our leadership positions across our businesses.

We delivered record based earnings of $4.50 per common share, an increase of 14% compared to 2023.

This strong growth supports our industry leading shareholder dividend, which we increased by 10% in 2024, and we continue to meet or exceed our medium term financial objectives over the past three and five year periods. This financial performance is supported by focused strategies and strong momentum that give us the confidence to announce an increase and enhancements to our medium term objectives at a recent Investor Day.

Beyond this financial performance, we've also strengthened our leadership positions in our core markets over the past year.

In the US, we completed the integration of the Prudential Retirement Services business, adding significant scale and value.

In Canada, we made substantial progress integrating Investment Planning Counsel and Value Partners into our focused wealth strategy.

We're now one of the largest non-bank wealth providers in Canada, with clear plans for growth.

Across our segments we've continued to expand our customer base through organic sales growth, supported by enhancements to our offerings.

This is a testament to the trust that our customers and their advisors put in our teams each day, as we respond to their changing needs.

In the US, we acquired Plan Management Corporation, the founder of OptionTrax, which enabled empower to deliver equity plan compensation solutions for their retirement customers

In the UK, Canada Life had a record year making significant strides in strengthening its reach and growing in the pension risk transfer market.

In Ireland, our asset manager, Irish Life investment Managers, together with AON, launched a €500 million climate transition fund, responding to the increasing demand for these investment options.

And our reinsurance business continues to innovate with tailored client solutions, driving continued growth in the US and Europe while pursuing market opportunities in other regions.

Across our businesses, we're making investments in our operations to drive both efficiency and effectiveness. This is helping us deliver on our goals of being more cost competitive and continuous service improvement for our customers.

In line with these goals, we recently shared our plans for disciplined investments, focused on high impact areas like technology modernisation and automation.

Yesterday, we released our earnings for the first quarter of 2025.

I'm pleased to report that once again, our earnings exceeded $1 billion of base earnings, marking a 5% increase year over year.

Base EPS rose by 6% to $1.11, and base ROE reached 17.2%, up 2 basis points over the prior year.

We continue to earn the trust of millions of customers and advisors.

Today, our span reaches more than $3 trillion in total client assets, an increase of 13% over the prior year.

Looking back over my tenure as CEO, I'm proud of how we've remained focused on what drives our success each day, delivering on our promises to customers, investing in our people, and supporting our communities.

At the same time, we've become a more focused company while maintaining the strength of diversification. We've transformed in response to changing market dynamics by focusing areas where we can deliver the greatest impact for customers and shareholders. We've positioned ourselves to benefit from market trends that are reshaping customer needs, such as ageing populations with increasing needs for retirement solutions and the growing need for advice amongst middle and mass affluent customer groups.

Our success over the last five years is built on a culture of discipline and risk awareness in a changing world, coming out of the global financial crisis.

We further strengthened our risk and financial management, laying the groundwork which allowed us to better respond to external challenges, including the Covid 19 pandemic.

This also positioned us to effectively navigate to once in a generation changes.

The transitions to look at a new Canadian regulatory capital regime and to IFRS 17, a new global accounting standard.

These were ten plus year projects, and the work done by our teams has positioned us with a strong foundation for the future.

Beyond responding to these external factors, we've taken important steps that have repositioned our businesses for growth and for leadership in Canada.

We brought together our three companies under a new Canada Life brand, a brand that has grown rapidly into one of the most valuable in Canada.

In Europe, our business strategies are targeted in areas where we see a path to market leadership, building on the strengths of our brands and our teams at Irish Life and at Canada Life in both the UK and Germany.

Since launching, empowers the company's brand in the US retirement market.

We've made multiple strategic moves to enable growth.

This included both dispositions, which allowed us to focus on areas of growth and where we did not see a clear path to leadership.

We also made strategic acquisitions that would strengthen Empower.

Our next phase of growth is leveraging our leadership in the retirement market to help grow, to help drive growth and Empower personal wealth, tapping into the underserved wealth management needs of mass affluent and affluent segments.

With this recently established business that Empower, we're unlocking significant value as we help millions of Americans secure their financial futures.

We've taken these steps to drive commercial success, while never losing sight of our conviction, of the power of giving back and supporting our communities.

We believe our products and services, backed by quality advice, can make a lasting, positive difference in the lives of our customers.

We also believe we can make a lasting positive impact in the communities where we work and live.

Over the past ten years, this belief has resulted in our companies collectively donating over $165 million to local charitable organizations.

This is furthered through the actions of our employees and associates, who volunteer their time and their talent to help make a positive difference in the world around them.

One recent example I'm extremely proud of is the announcement we made in Winnipeg of a $2 million donation from both Canada Life and Power Corporation to the National Centre for Truth and Reconciliation.

This donation is in support of a new home for the NCTR, a place for survivors to come together, and a place where children, families and all Canadians can learn, reflect and grow.

This is an example of working together with our shareholder, Power Corporation of Canada, where we can have an even greater positive impact.

On a personal note.

I'd like to recognize the important values the Desmarais family have imbued in Power Corporation, including how they've helped guide our companies to always do the right thing.

This commitment to giving community and doing the right thing is so evident in the values that shape our corporation's ethos.

Beyond this collaboration in the community, Power's long term investment in our company has provided a strong foundation for disciplined growth over the long term.

This year, Power is celebrating its 100th anniversary, and I'd like to congratulate them on their longevity, their commercial success and their positive impact on their stakeholders, including our companies.

Looking ahead, we have clear strategies and the financial strength to continue to grow and deliver lasting value.

Our strategy is based on a disciplined strategic playbook.

Building leading companies in stable markets with strong, trusted brands.

A focus on meeting the underserved and growing wealth, retirement and insurance needs of our customers.

Disciplined capital allocation to drive growth both organically and through strategic acquisitions that provide scale and capabilities,

And maintaining strong risk and capital disciplines that have supported our strength and stability for over 175 years.

I'm confident that these strategies position us to deliver for our customers and shareholders over the long term.

This confidence not only not only reflects our belief in our strategies, but that we have the right team to deliver it.

From our Lifeco leadership to the leaders across our business, to the tens of thousands of associates who support our customers each day, we have dedicated and driven teams that are focused on delivering results.

Last week, we announced my upcoming retirement and succession plan. We're making this change from a position of strength with an exceptional team of leaders that are already driving our success.

This speaks to our company's long standing commitment to disciplined succession planning and talent development.

I'm pleased that the board has chosen David Harney to take on the role leading our company forward.

David is a colleague who I've worked with for more than ten years. He's a strong and natural choice given his skill set, his experience, his leadership capabilities, and his excellent judgment.

With over 30 years with the company, including his time at Irish Life, David is a business builder who brings a strategic, customer oriented focus.

He brings a well-rounded perspective, and he has deep institutional knowledge.

His tenure includes CEO of Irish Life, leader of our European and our capital and risk solutions businesses, and more recently, has led our global investment team as the interim chief Investment officer. That's a lot. It's a good test.

His empowering approach, strategic insight, customer focus and the values he brings are so well aligned with our growth ambitions and our ambitions for taking care of all of our stakeholders.

David, can you please stand. I invite everyone here to actually congratulate you in this moment.

David.I just I'm going to go aside for a minute here.

You know, transition is always challenging and before I get to a couple of thank-yous here, I'm super excited.

I'm excited for me in some ways, but I'm super excited for David and the team, the company, the team of leaders that we've gathered.

And, you know, I think some people would go away with a bit of fear.

I don't know what's going to happen.

I feel so confident in the in the team we have in place under David's leadership that I am just looking forward to listening in on analyst calls from now. They will be more fun, although I won't get to ask questions unless I join a bank. No, I'm not going to do that.

So to close, in my previous 11 AGM speeches, this is my 12th, so I'm try and get it right today.

I've always closed with thanking important stakeholders, but before I do that, I would like to thank two individuals that have supported me in particular in a special way during my time as CEO, trying to live up to my CEO responsibilities.

I'm speaking to you now, I'm not going to turn away completely, but know that over my shoulder. I'm talking to you.

Jeff, as I reflect on our time working together, I'm struck by your strength of character.

Defined by honesty, sincerity, and a low ego.

Well, I've learned a lot from you based on your professional experiences and insights.

I've learned so much more from you on how to be a caring human being while leading.

So, Jeff, thank you for this.

Jeffrey Orr: Thank you.

Thank you, Paul.

Paul Mahon: And second, my wife Ann, actually attended the very first AGM when I was appointed, and she didn't come back until the 12th AGM.

And Anne's here. She's traveled from Winnipeg.

You know, I would say I've had a great career with the support of teams.

The teams, the people around us, the board and others.

But no other person has supported me more than that.

And I'm sure all of you in your lives could say the same thing.

And you've made my growth as an executive and our growth as a family possible with your selfless, caring and support.

And you know, this role, a lot of travel, a lot of time away.

And how do you keep it all going as a family is not an easy thing to do.

But what has amazed me is how you've done it all.

For me and for our family, while also giving back so much in your career and what you're committed to and what you're focused on, which is really important.

So just contacts for everyone here.

This includes an authoring three books. She's writing her fourth, telling the stories, profound stories of vulnerable people in our communities.

She actually runs a book club in a women's prison, and she's done that for many years and keeps it going.

And just to add a little bit to that, she was chancellor of the University of Manitoba for two terms for six years.

So, balancing a lot of stuff. So I and thank you for being you.

So to close, I'd like to thank our shareholders for putting your trust in us as we've sought to deliver for all stakeholders.

I'd especially like to thank our board members, current and past.

And that includes people like Ray, who also, you know, was a huge influence in my career, who's been there to challenge, to guide to, to support me and my team during my time as a CEO, but also my time before I remember my first visit to the board many, many years ago.

And it never gets easier, actually, but it always helps you grow to our customers, advisors, communities, and policyholders.

Thank you for continuing to put your trust in us and choose us as your partner.

And finally, to our team members across Lifeco.

There'll be lots of opportunities to connect.

But formally, I really just want to thank everybody for your dedication and for your passion for what you do every day.

That's probably the most profound thing that I think about is just the people that are there driving things forward and delivering for our customers and for all of our stakeholders.

I really look forward to seeing Lifeco grow into the future and thrive building on its strengths, relying on the amazing team here and delivering for stakeholders in the years ahead.

Thank you.

Jeffrey Orr: I get another chance to clap in a few minutes too.

As Paul mentioned, 39 years at the company.

I just want to say, under Paul's leadership, the company has really been repositioned.

It's incredible.

I don't know how he got the job in the first place, but that's a that's a different question.

The company's been really repositioned and strengthened and is right now the growth that we're experiencing is as a result of the very specific moves that were made, during Paul's leadership.

His contributions have been quite extraordinary and remarkable.

I'm going to just touch on a few.

So first of all, when Paul became CEO here in Canada, we operated under three brands.

It doesn't feel like it was that long ago.

We were Great-West Life.

We were London Life.

We were Canada Life.

We now operate under one brand, Canada Life, which is now one of the most recognized brands in the country in any industry. In the United States, Empower didn't exist. It was created in 2014 out of the three way combination of Great-West retirement business with those of Putnam and J.P. Morgan, and then the subsequent acquisitions of Personal Capital and MassMutual.

And Prudential's retirement businesses have literally changed the landscape of the US retirement industry.

And as you've heard, it's now the second largest retirement player in the States. And Ed Murphy and his team are making waves and gaining market share organically and by acquisition and really shaking up the US market, it's quite remarkable.

In Europe, Paul became CEO before the Irish life acquisition. We're now calling it the David Harney acquisition. But before the average life acquisition was made, it hadn't closed. It closed after.

And so the integration of Canada Life's Irish business into Irish life happened with Paul as CEO. And then also in Europe, the UK businesses and German businesses were continued. They grew while also becoming stronger and more focused.

And then the reinsurance business grew throughout the period, maintaining its client focus in innovation but also its great risk management.

So all of that occurred within the businesses under Paul's leadership.

But also there's another transformation that occurred.

Great-West Lifeco 12 years ago was very, very decentralized.

We were regional businesses in market, and the center had very, very little in it.

We now have a much better balance.

So numerous capabilities were built up at Great-West Lifeco.

The risk function was built from virtually scratch. Our human resource capabilities built up massively. We had no central IT, it was all regional. All of the investment areas were regional.

We now have a hybrid model.

I could go on the amount of build up, and we have a much better balance.

That was all under Paul's leadership.

And as Paul mentioned, we went through Lifeco changes.

We went through solvency two capital regulations. It was not like it was a stable environment.

And then I forgot to mention Covid, which was just a little bit of a crisis.

And I can tell you through the entire period, Paul's focus was always on our people and our customers. That was his 100% focus, which he just kept reiterating and reiterating.

If I turn to a few numbers.

When Paul became CEO, we had $550 billion of client money on our assets around the world.

We have 3.3 trillion today. That's a six fold increase over 20 over 12 years. It's quite remarkable.

And shareholders have earned a return of just under 11% annually, compounded for the 12 years, which is a very respectable number and beats the TSX index and other benchmarks.

But the story of our shareholder returns is really a story of two periods.

The first 5-6 years was heavy investment in systems, technology, people.

And really to set the stage for the growth that we're now experiencing.

Over the last 5 or 6 years. And that set us up for the future success.

So if you look at the returns over the last five years, for example, the shareholders over the last five years would have earned 16% compounded annually and in excess of that, which just kind of blows out of the water, all relevant benchmarks that we compare ourselves to.

So now, besides numbers, Paul is really not a numbers guy.

He's delivered them, but he's actually, you know, he's a people, a culture, a community guy, and the community has been a big part of his focus, as you heard.

He's passionate about many. He's passionate about Winnipeg.

By way of example, Paul and Anne are going to be co-chairing the United Way of Winnipeg campaign in 2026. They've been involved in the United Way for many, many years.

We can't wait to see what the Dynamic Duo does. As I don't know if I call them Gotham City.

You will do a great job, I'm sure.

Paul was also behind, he actually put it up in his slide, the National Indigenous residential school museum.

He was a big part of the creation of the James Byrne Leadership Institute at the University of Manitoba to support the next generation of Winnipeg leaders.

It goes on and on and on….Lake Winnipeg Foundation, which Paul rides 130km in a bike race every year. I don't know how he does it.

But it just goes on that Paul is about the community. Big time, big time.

Now he shares that passion with Anne, and I won't go through.

I was going to talk about what Anne did. But, Paul, you did a great job of doing that.

Anne, what I want to say is that, your contribution to the communities and your contribution to Great-West Life and in supporting Paul is a big part of our success.

And I just want to thank you on behalf of the of both Great-West Lifeco and Canada Life for all of your contributions to the company.

Jeffrey Orr: I'm just going to pause for a moment here.

What I was going to say in great words.

I think was it Paul was about people and culture, and now we've got some a person being hurt and it's hard to focus on anything else.

Paul, my comments will basically say to you that your greatest legacy is going to be the people that you put in this place and the culture of winning and transparency and honesty.

That is your greatest legacy.

And I hope that legacy remains and last into the future. And I believe it will.

And you built on what was there before, but boy, did you ever bring it forward.

And I also want to say to you, it has been an absolute pleasure to work with you, even through all the crap we had to deal with at times.

Can you say that at an annual meeting? I'm not sure if you can, but it was. It's been an absolute pleasure.

And, David, I just want to say to you, you got every tool in the in the kit to do this job. You're going to be great.

And you have the full support of your colleagues in the board.

And I wish you absolute success. And I know you're going to do a fantastic job. Congratulations.

And I won't ask you to stand again either of you, but congratulations.

Okay. With that I'm going to cut matters short and just open it up to shareholder questions or any questions that we have in the room.

Are there questions? Any questions online Gord?

Gord Peters: I just have to read the preliminary voting results.If I may.

So, the voting results are as follows.

Each of the 19 nominees for directors of Great-West Lifeco were elected by more than 95% of the votes cast.

The resolution to amend the articles of incorporation to modernize the corporation's common share, dividend provision was approved by more than 99% of the votes cast.

The resolution to accept the approach to executive compensation was approved by more than 98% of the votes cast.

The resolution to amend the stock option plan was approved by more than 99% of the votes cast.

The resolution in relation to the shareholder proposal was not approved, with more than 95% of the votes being cast against the proposal.

Each of the eight nominees for policyholders Directors of Canada Life were elected by more than 86% of the votes cast.

And each of the resolutions to appoint Deloitte LLP as auditor of Great-West Lifeco and Canada Life was passed by more than 98% of the votes cast.

In accordance with securities law requirements, the final voting results for Great-West Life will be posted on the SEDAR PLUS website and in accordance with the TSX rules, a news release announcing the director election results for Great-West Lifeco will be issued today.

Jeffrey Orr: Thank you.

So, thank you everyone for being here.

And, I would ask all of those who are here in person to join us for some light refreshments at the at the side of the room here.

And I declare the meetings terminated.

Thank you very much.