6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of

1934

For the month of March, 2022 Commission File Number: 001-15014

SUN LIFE FINANCIAL INC.

(Translation of registrant’s name into English)

1 York Street, 31st Floor, Toronto, Ontario M5J 0B6

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F                         Form 40-F          X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):           

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):           

Exhibits
99.1	Notice of Annual Meeting and Management Information Circular
99.2	Notice and Access – Notice of Annual Meeting and Notice of Availability of Meeting Materials
99.3	Proxy Form and Request for Delivery of Financial Statements
99.4	Electronic Distribution Insert
99.5	Annual Report

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Sun Life Financial Inc. (Registrant)
Date: March 29, 2022	By	/s/ Tracie Allan
		Tracie Allan Assistant Vice-President & Managing Counsel

EX-99.1

Exhibit 99.1

Sun Life Financial Inc. 2022 Notice of annual meeting of common shareholders May 11, 2022 MANAGEMENT INFORMATION CIRCULAR

Contents

Letter to shareholders		1
Notice of our 2022 annual meeting		2
Management Information Circular		3
Delivery of meeting materials		3
●	Notice and access	3
Our 2022 annual meeting		5
●	Voting	7
●	Director nominees at a glance	12

●	The auditor	22
●	Non-binding advisory vote on approach to executive compensation	23
Corporate governance practices		24
●	Governance at a glance	24
●	Strong Culture	26
●	The board of directors	26
●	Shareholder engagement and communications	43
●	Shareholder proposals	45
●	Board committees	45
Director compensation		54
●	Compensation discussion and analysis	54
●	Compensation details	57
Executive compensation		58
●	Letter to shareholders	59
●	Compensation discussion and analysis	63
●	Compensation details	84
Other information		112

Dear Shareholder:

You are invited to attend our annual meeting of common shareholders on Wednesday, May 11, 2022 at 5:00 p.m. (Toronto time).

In consideration of the health and safety of our employees, shareholders and the broader community, shareholders will have the opportunity to virtually attend the meeting, submit questions and vote on a number of important matters by way of live webcast at https://web.lumiagm.com/422392842. Subject to ongoing developments related to the COVID-19 pandemic, and being permitted by public health guidelines, the meeting will also be held at Sun Life’s head office at 1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada. Shareholders are advised to check our website www.sunlife.com/2022agm periodically in advance of the meeting for any updates on in person attendance in light of the COVID-19 pandemic.

The business of the meeting is described in the accompanying Notice of our 2022 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.

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 Monday, May 9, 2022, as described on pages 7 to 11 in the attached circular.

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

William D. Anderson	Kevin D. Strain
Chair of the Board	President & Chief Executive Officer

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

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Notice of our 2022 annual meeting

You are invited to our annual meeting of common shareholders:

When Wednesday, May 11, 2022 at 5:00 p.m. (Toronto time)

Where Virtually

Via live webcast online at https://web.lumiagm.com/422392842

Password: “sunlife2022” (case sensitive)

In Person (subject to ongoing developments related to the COVID-19 pandemic and being permitted by public health guidelines)

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

Shareholders are advised to check our website www.sunlife.com/2022agm periodically in advance of the meeting for any updates on in person attendance in light of the COVID-19 pandemic.

What the meeting will cover

1. Receipt of the 2021 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 586,068,555 votes are eligible to be cast at the meeting.

Similar to last year, and in consideration of the health and safety of our employees, shareholders and the broader community, shareholders will have the opportunity to virtually attend the meeting, submit questions and vote on a number of important matters in real time regardless of their geographic location, provided they are connected to the internet and follow the instructions in the attached circular.

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 18, 2022 (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 18, 2022

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Management Information Circular

March 18, 2022

In this document, we, us, our, the company and SLF Inc. mean Sun Life Financial Inc., and Sun Life Assurance means Sun Life Assurance Company of Canada. You, your and shareholder mean common shareholders of SLF Inc.

Delivery of meeting materials

Notice and access

As permitted by the Canadian Securities Administrators and pursuant to an exemption from the proxy solicitation requirement received from the Office of the Superintendent of Financial Institutions Canada (OSFI), we are using notice and access to deliver this Management Information Circular (Circular) to both our registered and non-registered shareholders. Instead of receiving a paper copy of this Circular in the mail, shareholders who hold common shares of SLF Inc. as of March 18, 2022, the record date for the meeting, have access to it online. A package was sent to the shareholders in the mail with a notice (Notice) explaining how to access this Circular electronically and how to request a paper copy of it. A form of proxy for registered shareholders and share ownership account participants, or a voting instruction form for non-registered shareholders, was included with the Notice with instructions so that you can vote your shares.

Notice and access allows for faster access to this Circular, helps reduce printing and postage costs, contributes to the protection of the environment and is consistent with our sustainability strategy.

How to access the Circular electronically

This Circular is available on our website (www.sunlife.com/2022agm) and on the website of our transfer agent, TSX Trust Company (TSX Trust)(www.meetingdocuments.com/TSXT/slf), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov/edgar.shtml).

Delivery of financial statements and management’s discussion and analysis

The manner in which we deliver our financial statements and management’s discussion and analysis (MD&A) to you depends on whether you are a registered shareholder, a share ownership account participant or a non-registered shareholder (see page 8 for a description of who falls within each of these categories of shareholders).

Registered shareholders

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

As permitted under securities laws, we are using notice and access to deliver our MD&A to registered shareholders. You may access the MD&A online in the same manner as described above for accessing the Circular online.

Share ownership account participants and non-registered shareholders

As permitted under securities laws, we are using notice and access to deliver our financial statements and MD&A to share ownership account participants and non-registered shareholders. You may access these materials online in the same manner as described above for accessing the Circular online.

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Go Digital!

All shareholders are encouraged to sign up for email delivery of notices of meeting.

Registered shareholders who have not opted out of receiving our financial statements and who currently receive them in hard copy are encouraged to consent to e-delivery to receive them. Doing so means that you will be notified by email when the financial statements are made available, at which time they can be viewed and/or downloaded from our website (www.sunlife.com).

The chart below outlines the process by which shareholders can sign up for e-delivery.

Go Digital! How to sign up for e-delivery
Registered shareholders and share ownership account participants	Non-registered shareholders in Canada and the United States
Sign up for e-delivery at the following website: tsxtrust.com/SL/GoDigital or by checking the box on the reverse side of your proxy form and providing your email address.	Sign up for e-delivery at www.proxyvote.com using the control number appearing on your voting instruction form, or after the meeting by obtaining a unique registration number from your financial intermediary.

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

Shareholders 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 28, 2022 on TSX Trust’s website (www.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 email TSXT-fulfilment@tmx.com. A copy of the requested documents will be sent to you at no cost within three business days of your request. If you request a paper copy of any materials, you will not receive a new form of proxy, so you should keep the original form sent to you in order to vote.

Questions?

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

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Our 2022 annual meeting

Similar to last year, and in consideration of the health and safety of our employees, shareholders and the broader community, shareholders will have the opportunity to virtually attend the meeting online, submit questions and vote on a number of important matters by way of live webcast at https://web.lumiagm.com/422392842 in real time and regardless of their location.

Subject to ongoing developments related to the COVID-19 pandemic, and being permitted by public health guidelines, this year’s annual meeting will also be held at Sun Life’s head office at 1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada.

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) that attend the meeting online will be able to vote by completing a ballot online during the meeting through the live webcast platform.

Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) 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 at https://web.lumiagm.com/422392842. We recommend that you log in at least one hour 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 “sunlife2022” (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 “sunlife2022” (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.

It is your responsibility to ensure internet connectivity for the duration of the meeting and you should allow ample time to log in to the meeting online before it begins. You will need the latest versions of Chrome, Safari, Edge or Firefox. 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 www.sunlife.com/2022agm. Please see Voting on pages 7 to 11 for further instructions. Shareholders are advised to check our website periodically in advance of the meeting for updates on in person attendance in light of the COVID-19 pandemic.

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What the meeting will cover:

Financial statements

You will receive the consolidated financial statements for the year ended December 31, 2021, the auditors’ reports thereon and the actuary’s report on the policy liabilities reported in the financial statements.

Electing the directors (see pages 12 to 19)

You will vote on the election of 10 directors to serve on our board until the next annual meeting. All of the director nominees currently serve on our board. All 10 individuals are also nominated to serve as directors of Sun Life Assurance, a principal operating subsidiary which we wholly own.

Appointing the auditor (see page 22)

You will vote on the appointment of Deloitte LLP (Deloitte) as our auditor for 2022. 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 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.

Having a “say on pay” (see page 23)

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 page 58.

We will file the results of the votes, including the advisory vote, on SEDAR (www.sedar.com) and publish them on our website (www.sunlife.com). 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.

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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 18, 2022.

As of March 18, 2022, we had 586,068,555 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.

Also, if a person, or an entity controlled by a person, beneficially owns common shares that in total are more than 20% of the eligible votes that may be cast, that person or entity may not vote any of the common shares (unless permitted by the Minister of Finance).

To the best of 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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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 (subject to ongoing developments related to the COVID-19 pandemic, and being permitted by public health guidelines).

Registered shareholders and share ownership account participants

Non–registered shareholders

You are registered shareholder if you hold a paper share certificate in your name or your shares are recorded electronically in the Direct Registration System (DRS) maintained by our transfer agent. You are a share ownership account participant if you hold a share ownership statement.

You are a non-registered shareholder (also known as a beneficial shareholder) if your securities broker, clearing agency, financial institution, trustee or custodian or other intermediary (your nominee) holds your shares for you in a nominee account. Non-Registered Holders who have not objected to their intermediary disclosing certain ownership information about themselves to the company are referred to as non-objecting beneficial owners or “NOBOs”. The company has elected to send the proxy-related materials directly to the NOBOs.

Voting by proxy before the meeting

Registered shareholders and share ownership account participants		Non–registered shareholders
You can provide your instructions in one of these ways:		You can provide your instructions in one of these ways:
	Mark, sign, date and return the proxy form in the envelope provided.		Mark, sign, date and return the voting instruction form in the envelope provided.
	Mark, sign, date, scan and email both pages of the proxy form to proxyvote@tmx.com.		(Canada only) Call 1-800-474-7493 (English) or 1-800-474-7501 (French); or (U.S. only)
	(Canada & U.S. only) Call 1-888-489-7352 from a touchtone telephone and follow the voice instructions. You will need your control number located on the form of proxy or in the email notification you received from our transfer agent.		Call 1- 800-454-8683, from a touchtone telephone and follow the voice instructions. You will need your control number printed on the front of the voting instruction form. Go to www.proxyvote.com and follow the instructions on screen. You will need your control number printed on the front of the voting instruction form provided. Carefully follow the instructions on the voting instruction form your nominee provided with the notice of meeting.
	Go to www.tsxtrust.com/vote-proxy and follow the instructions on screen. You will need your control number located on the form of proxy or in the email notification from our transfer agent.
You can also find a blank form of proxy on TSX Trust’s website at www.meetingdocuments.com/TSXT/slf.

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If you did not receive a proxy form with a control number	If you did not receive a voting instruction form with a control number
To vote by proxy, you will need a control number. If you did not receive a form of proxy or email notification from our transfer agent containing the control number, at least one business day prior to the meeting please: • contact TSX Trust at 1 (866) 751-6315 (within North America) or 1 (212) 235-5754 (outside of North America), or • complete a form online using the following link: https://www.tsxtrust.com/control-number-request to obtain your control number.	To vote by proxy, you will need a control number. If you did not receive a voting instruction form with a control number, please contact your nominee (i.e. your securities broker, clearing agency, financial institution, trustee or custodian or other intermediary).
If you change your mind	If you change your mind
You can revoke instructions you have already provided by giving us new instructions. Registered shareholders and share ownership account participants can download a blank proxy form from www.meetingdocuments.com/TSXT/slf and send a new proxy form in one of the following ways: • complete and sign the proxy form with a later date than the one you previously sent, and deliver or deposit it to TSX Trust as described on the proxy form before 5:00 p.m. (Toronto time) on Monday, May 9, 2022. • submit new voting instructions to TSX Trust by telephone or internet before 5:00 p.m. (Toronto time) on Monday, May 9, 2022. • deliver or deposit a notice in writing with your new instructions signed by you, or your attorney as authorized by you in writing, to us before 5:00 p.m. (Toronto time) on Tuesday, May 10, 2022, or if the meeting is adjourned or postponed, before 5:00 p.m. (Toronto time) on the business day before the meeting is reconvened, at: SLF Inc., 1 York Street, 31st Floor, Toronto, Ontario, Canada M5J 0B6 Attention: Corporate Secretary. • if you are attending the meeting in person, give your written instructions signed by you, or your attorney as authorized by you in writing, to the Chair of the meeting before the start of the meeting or before the meeting is reconvened. • if you have followed the instructions for attending and voting at the meeting online, voting at the meeting online will revoke your previous instructions.	You can send a new voting instruction form to your nominee. To allow your nominee time to act on your instructions, you should provide them your instructions at least seven days before the meeting.

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Voting during the meeting

Shareholders will have the opportunity to virtually attend the meeting, submit questions and vote on a number of important matters by way of live webcast. Subject to ongoing developments related to the COVID-19 pandemic and being permitted by public health guidelines, this year’s annual meeting will also be held 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.

Registered shareholders and share ownership account participants	Non–registered shareholders
Voting at the virtual meeting - If you want to attend the meeting and vote your shares virtually:
• You will need a control number to log in to the meeting if you intend to cast your vote virtually. Your control number can be found on the form of proxy included with the notice of meeting. If you did not receive a proxy form with a control number, follow the instructions above on page 9). • Do not complete or return the proxy form. • You can also appoint another person to attend the meeting and vote your shares on your behalf (your proxyholder) by printing his or her name in the space provided on the proxy form and following the instructions on the proxy form. • Provided you or your proxyholder are connected to the internet and follow the instructions in this circular, you or your proxyholder will be able to vote online in real time by completing an online ballot through the live webcast platform. • You or your proxyholder must also complete the additional step of registering the proxyholder by following the instructions below.	• You will need a control number to log in to the meeting if you intend to cast your vote virtually. The control number on your voting instruction form cannot be used to vote virtually at the meeting. • To obtain a new control number you must appoint yourself as proxyholder by printing your name in the space provided on the voting instruction form and then following your nominee’s instructions for returning the form. If you did not receive a voting instruction form follow the instructions above on page 9). • You or your proxyholder must also complete the additional step of registering the proxyholder by following the instructions below to obtain a new control number. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting virtually but will be able to participate as a guest.
Registering the proxyholder to obtain a control number
You or your proxyholder must also complete the additional step of registering the proxyholder by: • calling TSX Trust at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America); or • completing a form online using the following link: https://www.tsxtrust.com/control-number-request by no later than 5:00 p.m. (Toronto time) on Monday, May 9, 2022. Failing to register your proxyholder with TSX Trust will result in the proxyholder not receiving a control number, which is required to vote at the meeting.
Voting in person - If you want to attend the meeting and vote your shares in person, please check our website www.sunlife.com/2022agm periodically in advance of the meeting for any updates on in person attendance in light of the COVID-19 pandemic.
• Do not complete or return the proxy form. • When you arrive at the meeting, register with a representative of our transfer agent, TSX Trust, to receive a ballot.	• Appoint yourself as proxyholder by printing your name in the space provided on the voting instruction form. Then follow your nominee’s instructions for returning the form. • When you arrive at the meeting, register with a representative of our transfer agent, TSX Trust, to receive a ballot.

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

The enclosed proxy form names William D. Anderson, Chair of the Board (Board Chair), or in his absence, Scott F. Powers, Chair of the Governance, Investment & Conduct Review Committee, or in his absence, another director appointed by the board, as your proxyholder to vote your shares at the meeting according to your instructions.

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

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

• FOR appointing Deloitte as auditor

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

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

TSX Trust must receive your voting instructions by 5:00 p.m. (Toronto time) on Monday, May 9, 2022 to have your vote recorded. If the meeting is adjourned or postponed, TSX Trust must receive your voting instructions by 5:00 p.m. (Toronto time) on the date that is two business days before the meeting is reconvened.

	You can call TSX Trust or one of its agents directly at the following numbers:
	Canada and the United States:	1-877-224-1760
	United Kingdom, Republic of Ireland, Channel Islands and Isle of Man:	+ 44 (0) 345-602-1587
	Philippines:	632-5318-8567 (Metro Manila) 1-800-1-888-2422 (Provinces)
	Hong Kong:	852-2862-8555
	Other countries:	416-682-3865

Processing the votes

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

We will file the voting results on SEDAR (www.sedar.com) and publish them on our website (www.sunlife.com).

Solicitation of proxies

Management is soliciting your proxy, and we have retained Kingsdale Advisors (Kingsdale) to assist us at an estimated cost of $42,000. The solicitation of proxies will be made primarily by mail, but Kingsdale may also contact you by telephone. We pay all solicitation costs.

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Director nominees at a glance

As of the date of this Circular, we have 12 directors on our board. Under our by-laws, the board can have eight to 20 directors. At its meeting held on February 9, 2022, the board fixed the number of directors at 10, effective with the retirements of William D. Anderson and Martin J. G. Glynn at the conclusion of the 2022 annual meeting. At the 2022 annual meeting, 10 directors are to be elected for a term ending at the conclusion of the next annual meeting. All of the 10 nominees currently serve on our board. Below are key highlights of your director nominees. Helen M. Mallovy Hicks and Marie-Lucie Morin are standing for election by the shareholders for the first time at the meeting.

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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.

The board recommends that shareholders vote for electing each of the director nominees profiled below. If you do not specify in the proxy form or your voting instruction how you want to vote your shares, the persons named in the form will vote for electing each of the director nominees profiled below.

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.

Our policy on proxy access

Under the board’s proxy access policy, qualifying shareholders may submit one or more director nominations to be included in the Circular and form of proxy and ballot for any annual meeting. To make a nomination, qualifying shareholders must, prior to the deadline for submitting proposals (see Shareholder proposals on page 45), submit a nomination notice in the required form. The policy has the following principal features:

• one or more nominating shareholders (up to a maximum of 20) may nominate up to the greater of two directors and 20% of the board

• nominating shareholders must collectively own at least 5% of the company’s common shares

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

• the proposal will be included in the company’s Circular, form of proxy and ballot for the annual shareholders’ meeting

• nominating shareholders may include a statement of up to 500 words in support of their candidates.

A copy of the policy is available on our website (www.sunlife.com).

Alternatively, in accordance with section 147 of the Insurance Companies Act (Canada), shareholders holding in the aggregate not less than 5% of the company’s shares for the minimum period of time set out by the Insurance Companies Act (Canada) may submit a formal proposal for individuals to be nominated for election as directors in accordance with the specified procedures to be followed.

Our advance notice by-law

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

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

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Director nominee profiles

The following profiles provide information about each of the director nominees, including when they joined our board, their business experience, their committee memberships, their attendance at board and committee meetings in 2021, the level of support received from shareholders at our 2021 annual meeting, and other public company directorships held in the last five years. Our 9 independent director nominees have an average board tenure of 4 years, 5 of them (56%) self-identify as women, 3 of them (33%) self-identify as a member of an underrepresented group, and none have identified as Indigenous peoples or persons with disabilities.

The director nominee profiles also include information about the value of their holdings of SLF Inc. common shares and deferred share units (DSUs). A DSU is equal in value to a common share but cannot be redeemed until a director leaves the board. Common shares and DSUs count towards the achievement of our share ownership guidelines for directors which each director is expected to meet within five years of joining the board. The share ownership guidelines provide that director must own at least $735,000 in common shares and/or DSUs within five years of joining the board. For director nominees who have not achieved the guideline, we determine if they are “on target” by calculating the number of common shares and DSUs they will hold by their achievement due dates based on the form of remuneration they have individually elected. For this purpose we assume that the share price and dividend rate remain constant until the applicable achievement due date. The amounts shown in the profiles are as of February 28, 2022 and March 1, 2021 when the closing price of our common shares on the Toronto Stock Exchange (TSX) was $66.66 and $61.63, respectively. You can find additional information about our director compensation program and share ownership guidelines starting on pages 54 and 55, respectively.

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Deepak Chopra, FCPA, FCGA Toronto, ON, Canada Director since May 2021 Independent Age: 59 Areas of expertise: •  finance, accounting and actuarial •  talent and culture •  international business •  government relations/policy •  corporate strategy and development Current committees: •  Audit •  Governance, Investment & Conduct Review	Mr. Chopra is a corporate director and most recently served as the President and Chief Executive Officer of Canada Post Corporation from 2011 to 2018. He has more than 30 years of global experience in the financial services, technology, logistics and supply-chain industries. Prior to joining Canada Post, he held various senior positions during his 23-year career with Pitney Bowes Inc., a NYSE-traded technology company known for postage meters, mail automation and location intelligence services, including President & Chief Executive Officer, Canada & Latin America, President, Asia Pacific & Middle East and Vice-President & Chief Financial Officer, Europe, Africa & Middle East. Mr. Chopra has previously served on the boards of Canada Post Corporation, Purolator Inc., SCI Group, the Canada Post Community Foundation, the Toronto Region Board of Trade and the Conference Board of Canada. He is a Fellow of the Institute of Chartered Professional Accountants of Canada and holds a Bachelor’s degree in Commerce (Honours) and a Post Graduate Diploma in Business Management (PGDBM).
	2021 Meeting attendance			Other public company directorships
	Board	6 of 6	100%	The Descartes Systems Group Inc.		2020 – present
	Audit	3 of 3	100%	Celestica Inc.		2018 – present
	Governance, Investment & Conduct Review	3 of 3	100%	The North West Company Inc.		2018 – present
	2021 Annual Meeting votes in favour: 99.0%
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs	Total value	Share  ownership  guideline/  target date
	2022	250	2,451	2,701	$180,049	On target for  May 5, 2026
	2021	250	0	250	$15,408
	Change	0	2,451	2,451	$164,641

Stephanie L. Coyles Toronto, ON, Canada Director since January 2017 Independent Age: 55 Areas of expertise: •  client needs, sales and distribution •  international business •  public company •  corporate strategy and development •  digital and data/analytics Current committees: •  Governance, Investment & Conduct Review •  Management Resources	Ms. Coyles is a corporate director. Her background is as a strategic consultant and advisor who has worked with a diverse clientele across North America, including retail, consumer distribution, private equity and business consulting organizations. She was previously Chief Strategic Officer at LoyaltyOne Co. from 2008 to 2012 and a partner at McKinsey & Company Canada from 2000 to 2008. In addition to the public company boards listed below, Ms. Coyles serves on the board of The Earth Rangers Foundation. She holds a Master in Public Policy degree. Ms. Coyles received the ICD.D designation from the Institute of Corporate Directors and the CERT Certificate in Cybersecurity Oversight, issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University.
	2021 Meeting attendance			Other public company directorships
	Board	11 of 11	100%	Corus Entertainment Inc.		2020 – present
	Audit1	4 of 4	100%	Metro Inc.		2015 – present
	Governance, Investment & Conduct Review	7 of 7	100%	Hudson’s Bay Company		2019 – 2020
	Management Resources1	1 of 1	100%
	2021 Annual Meeting votes in favour: 92.9%
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs	Total value	Share  ownership  guideline/  target date
	2022	12,000	12,191	24,191	$1,612,572	Meets
	2021	11,000	9,822	20,822	$1,283,260
	Change	1,000	2,369	3,369	$329,312
	1  Ms. Coyles ceased to be a member of the Audit Committee and became a member of the Management Resources Committee on October 31, 2021.

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Ashok K. Gupta, FFA London, England Director since May 2018 Independent Age: 67 Areas of expertise: •  finance, accounting and actuarial •  insurance, health and wealth •  risk management •  corporate strategy and development •  digital and data/analytics Current committees: •  Risk (Chair)1 •  Management Resources	Mr. Gupta is a corporate director. He is also Chair of Mercer Limited. During his 40-year career in the UK insurance and financial services industry, he has held a number of senior executive, advisor and actuarial positions. From 2010 to 2013, he was an advisor to the Group Chief Executive Officer of Old Mutual plc. Prior to this he held various senior positions with the Pearl Group plc (now Phoenix Group Holdings plc), Kinnect of Lloyd’s of London, CGU plc (now part of Aviva plc), Scottish Amicable Life Assurance Company (now part of Prudential) and Tillinghast, Nelson & Warren Inc. (now part of Willis Towers Watson plc). Mr. Gupta is a Fellow of the Institute and Faculty of Actuaries. He is also Chairman of EValue Ltd. From 2013 to 2019, Mr. Gupta was a director of New Ireland Assurance Company plc. He was involved in the UK public sector and served as a trustee of the Ethical Journalism Network from 2014 to December 2021, served on the Actuarial Council and Codes and Standards Committee of the Financial Reporting Council in the U.K. between 2012 and 2018, was Chair of the Defined Benefits Taskforce of the Pensions and Lifetime Savings Association from 2016 to 2017 and Joint Deputy Chair of the Procyclicality Working Group of the Bank of England from 2012 to 2014. Mr. Gupta holds a Master of Business Administration degree.
	2021 Meeting attendance					Other public company directorships
	Board	11 of 11		100%		JPMorgan European Smaller Companies Investment Trust plc			2013 – present
	Management Resources	6 of 6		100%
	Risk	5 of 5		100%
	2021 Annual Meeting votes in favour: 99.6%
	SLF Inc. securities held:
	Year	Common shares	DSUs		Total common shares and DSUs		Total value		Share  ownership  guideline/  target date
	2022	1,481		12,796		14,277		$951,705	Meets
	2021	1,481		8,346		9,827		$605,638
	Change	0		4,450		4,450		$346,067
	1  Mr. Gupta became the Chair of the Risk Committee on May 5, 2021.

M. Marianne Harris Toronto, ON, Canada Director since December 2013 Independent Age: 64 Areas of expertise: •  finance, accounting and actuarial •  insurance, health and wealth •  talent and culture •  public company •  corporate strategy and development Current committees: •  Management Resources (Chair) •  Governance, Investment & Conduct Review	Ms. Harris is a corporate director. She was Managing Director and President, Corporate and Investment Banking, Merrill Lynch Canada, Inc., an international banking and financial services organization, until 2013. She held progressively senior positions during her 13-year career with Merrill Lynch and affiliated companies in Canada and the U.S., including President, Global Markets and Investment Banking, Canada, Head of Financial Institutions Group, Americas and Head of Financial Institutions, Canada. Before joining Merrill Lynch, Ms. Harris held various investment banking positions with RBC Capital Markets from 1984 to 2000, including Head of the Financial Institutions Group. She is a director of the Public Sector Pension Investment Board, a director of President’s Choice Bank and a member of the Dean’s Advisory Council for the Schulich School of Business, and a member of the Advisory Council for the Hennick Centre for Business and Law. Ms. Harris holds a Master of Business Administration degree and a Juris Doctorate.
	2021 Meeting attendance			Other public company directorships
	Board	11 of 11	100%	Loblaw Companies Limited		2016 – present
	Governance, Investment & Conduct Review1	1 of 1	100%	Hydro One Limited		2015 – 2018
	Management Resources	6 of 6	100%
	Risk1	4 of 4	100%
	2021 Annual Meeting votes in favour: 99.2%
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs	Total value	Share  ownership  guideline/  target date
	2022	6,443	47,302	53,745	$3,582,642	Meets
	2021	6,224	41,474	47,698	$2,939,628
	Change	219	5,828	6,047	$643,014
	1  Ms. Harris ceased to be a member of the Risk Committee and became a member of the Governance, Investment & Conduct Review Committee on October 31, 2021.

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David H. Y. Ho Chongqing, China Director since May 2021 Independent Age: 62 Areas of expertise: •  talent and culture •  international business •  public company •  corporate strategy and development •  digital and data/analytics Current committees: •  Governance, Investment & Conduct Review •  Management Resources	Mr. Ho is Chairman and Founder of Kiina Investment Limited, a venture capital firm that invests in start-up companies in the technology, media and telecommunications industries. He was previously a senior advisor for Permira Advisors LLC, a private equity buyout fund, from 2010 to 2018 and Chairman and founding partner of CRU Capital, a China-based private equity buyout fund, from 2017 to 2019. He has held senior leadership roles with Nokia Siemens Networks, Nokia Corporation, Motorola, and Nortel Networks in China and Canada. In addition to the public companies listed below, Mr. Ho serves on the board of DBS Bank (Hong Kong) Limited, a subsidiary of DBS Group Holdings. Mr. Ho previously served as a director of China Ocean Shipping Company from 2011 until its merger with China Shipping Group in 2016 to become China COSCO Shipping Corporation, China COSCO Shipping Corporation from 2016 to 2021, China Mobile Communications Group Co., Ltd. from 2016 to 2020, and Sinosteel Corporation from 2008 to 2016, each of which are state-owned enterprises in China. He holds a Bachelor of Applied Science (Honours Systems Design Engineering) and a Master of Applied Science in Management Sciences.
	2021 Meeting attendance			Other public company directorships
	Board	6 of 6	100%	Qorvo, Inc.			2015 – present
	Management Resources	2 of 2	100%	Air Products & Chemicals, Inc.			2013 – present
	Governance, Investment & Conduct Review1	1 of 1	100%	nVent Electric plc COL Digital Publishing Group Co. Limited			2018 – 2020 2014 – 2020
	Risk1	2 of 2	100%	Pentair plc			2007 – 2018
	2021 Annual Meeting votes in favour: 99.7%
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs		Total value	Share  ownership  guideline/  target date
	2022	227	2,451	2,678	$	178,515	On target for  May 5,  2026
	2021	227	0	227	$	13,990
	Change	0	2,451	2,451	$	164,525
	1  Mr. Ho ceased to be a member of the Risk Committee and became a member of the Governance, Investment & Conduct Review Committee on October 31, 2021.

Helen M. Mallovy Hicks FCPA, FCA, FCBV Toronto, ON, Canada Director since October 2021 Independent Age: 61 Areas of expertise: •  finance, accounting and actuarial •  insurance, health and wealth •  risk management •  international business •  corporate strategy and development •  designated audit committee financial expert Current committees: •  Audit •  Risk	Ms. Mallovy Hicks is a corporate director. Prior to her retirement in June 2021, she was a partner of PricewaterhouseCoopers (PwC) with over 30 years of global business management and advisory experience. She most recently served as PwC’s Global Valuation Business Line Leader from 2016 to 2021 and prior to that held various executive positions, including Canada GTA Deals Leader, Canada Valuation Leader and Deals Valuation Partner. She has advised boards and executives on complex transactions, value creation, capital allocation, business transformation and restructuring matters across a wide range of industries. In addition to the public companies listed below, she serves on the boards of the Public Sector Pension Investment Board, Princess Margaret Cancer Foundation and Canadian Partnership Against Cancer, and has previously served on the boards of PricewaterhouseCoopers LLP - Canadian Partnership, the Toronto Symphony Foundation and Toronto Symphony Orchestra. Ms. Mallovy Hicks is a Fellow of the Canadian Institute of Chartered Business Valuators and a Fellow of the Chartered Professional Accountants of Ontario (FCA/FCPA).
	2021 Meeting attendance			Other public company directorships
	Board	2 of 2	100%	Northland Power Inc.		May 2021 – present
	Audit	1 of 1	100%
	Risk	1 of 1	100%
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs	Total value	Share  ownership  guideline/  target date
	2022	425	663	1,088	$72,526	On target for  October 31,  2026

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Marie-Lucie Morin CM, PC Ottawa, ON, Canada Director since December 2021 Independent Age: 64 Areas of expertise: •  risk management •  talent and culture •  international business •  government relations/policy •  corporate strategy and development Current committees: •  Management Resources •  Risk	Ms. Morin is a corporate director. She was Executive Director for Canada, Ireland and the Caribbean at the World Bank from 2010 to 2013. Previously Ms. Morin pursued a 30-year career in Federal Public Service, including National Security Advisor to the Prime Minister and Associate Secretary to the Cabinet, Deputy Minister for International Trade and Associate Deputy Minister of Foreign Affairs. In 1997, Ms. Morin was appointed Canada’s Ambassador to Norway with accreditation to Iceland. Earlier in her career she completed assignments in San Francisco, Jakarta, London, and Moscow with the Department of Foreign Affairs and International Trade. Ms. Morin was named Chevalier de la Légion d’Honneur by the Government of France in 2012, was sworn into the Queen’s Privy Council for Canada in 2015 and became a member of the Order of Canada in 2016. In addition to the public companies listed below, Ms. Morin serves as the Vice-Chair of The Canadian Ditchley Foundation and serves on the boards of CDPQ Infra, Century Initiative and Palette Skills Inc. She is currently a member of the National Security and Intelligence Review Agency and the ESG Advisory Council of Export Development Canada. She was admitted to the Québec Bar in 1980.
	2021 Meeting attendance			Other public company directorships
	Ms. Morin became a director on December 31, 2021.			Chorus Aviation Inc.		2016 – present
				Stantec Inc.		2016 – present
				AGT Foods and Ingredients Inc.		2016 – 2019
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs	Total value	Share  ownership  guideline/  target date
	2022	0	0	0	$0	On target for  December 31,  2026

Scott F. Powers Boston, MA, United States Director since October 2015 Independent Age: 62 Areas of expertise: •  talent and culture •  client needs, sales and distribution •  international business •  public company •  corporate strategy and development Current committees1: •  Governance, Investment & Conduct Review (Chair) •  Audit	Mr. Powers is a corporate director. He was President and Chief Executive Officer of State Street Global Advisors until his retirement in August 2015. Before joining State Street in 2008, Mr. Powers was President and Chief Executive Officer of Old Mutual Asset Management Plc, the U.S.-based global asset management business of Old Mutual plc. Prior to 2008, he held senior executive positions at Mellon Institutional Asset Management, BNY Mellon’s investment management business, and at The Boston Company Asset Management, LLC. Mr. Powers has also served as a member of the Systemic Risk Council and the Advisory Board of the U.S. Institute of Institutional Investors.
	2021 Meeting attendance			Other public company directorships
	Board2	10 of 11	91%	Automatic Data Processing, Inc.		2018 – Present
	Audit	5 of 5	100%	PulteGroup, Inc.		2016 – Present
	Governance, Investment & Conduct Review	7 of 7	100%	Whole Foods Market, Inc.		May – August 2017
	2021 Annual Meeting votes in favour: 91.6%
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs	Total value	Share  ownership  guideline/  target date
	2022	975	26,636	27,611	$1,840,549	Meets
	2021	975	22,720	23,695	$1,460,323
	Change	0	3,916	3,916	$380,226
	1  On December 9, 2021, Mr. Powers was appointed to succeed Mr. Anderson as Board Chair following the annual meeting of common shareholders on May 11, 2022, subject to being re-elected by the common shareholders at that meeting. 2  Mr. Powers was unable to attend an unscheduled board meeting called on short notice.

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Kevin D. Strain, CPA Toronto, ON, Canada Director since February 2021 Non-independent Age: 55 Current committees: •   None1	Mr. Strain is President & Chief Executive Officer of SLF Inc. and Sun Life Assurance. Prior to his appointment in August 2021, he held several senior positions with SLF Inc. and Sun Life Assurance, including President, Executive Vice-President & Chief Financial Officer, President of Sun Life Asia, Senior Vice-President of the Individual Insurance and Investments division in Canada, and Vice-President of Investor Relations. Prior to joining the company in May 2002, Mr. Strain was Vice-President of the Pension business of Clarica Life Insurance Company, which was acquired by Sun Life in 2002, and played an instrumental role in the integration of Clarica. Mr. Strain is currently a director of Sunnybrook Health Sciences Centre and is a member of the Asia Business Leaders Advisory Council and the Board of Governors of the University of Waterloo. He is a Certified Public Accountant and holds a Master of Accounting degree.
	2021 Meeting attendance			Other public company directorships
	Board	9 of 9	100%	None
	2021 Annual Meeting votes in favour: 99.6%
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs	Total value	Share  ownership  guideline/  target date
	2022	19,202	9,969	29,171	$1,944,539	Meets2
	2021	14,958	0	14,958	$921,862
	Change	4,244	9,969	14,213	$1,022,677
	1  Mr. Strain attends committee meetings, in full or in part, as appropriate, at the request of the committee chairs, but is not a member of any committee. 2  As President & CEO, Mr. Strain is subject to different share ownership guidelines than the independent directors. See page 72.

Barbara G. Stymiest, CM, FCPA, FCA Toronto, ON, Canada Director since May 2012 Independent Age: 65 Areas of expertise: •  finance, accounting and actuarial •  insurance, health and wealth •  risk management •  talent and culture •  corporate strategy and development •  designated audit committee financial expert Current committees: •  Audit (Chair)1 •  Risk	Ms. Stymiest is a corporate director. She was a member of the Group Executive at Royal Bank of Canada, an international banking and financial services organization, from 2004 to 2011; Royal Bank’s Group Head, Strategy, Treasury and Corporate Services from 2010 to 2011; Chief Operating Officer from 2004 to 2009. Prior to that Ms. Stymiest held senior positions in the financial services sector including Chief Executive Officer, TSX Group Inc. (now TMX Group Inc.), Executive Vice-President and Chief Financial Officer, BMO Nesbitt Burns, and Partner, Financial Services Group, Ernst & Young LLP. She is a Fellow of the Institute of Chartered Professional Accountants of Ontario and received an Award of Outstanding Merit from that organization in 2011. In addition to the public company boards listed below, Ms. Stymiest is the Vice-Chair of the University Health Network in Toronto, the Vice-Chair of AGE-WELL NCE Inc., a director of the Canadian Institute for Advanced Research and a director of President’s Choice Bank. She holds an Honours Business Administration degree. Ms. Stymiest was named to the National Association of Corporate Directors (NACD) Directorship 100 in 2018 and became a member of the Order of Canada in 2021.
	2021 Meeting attendance			Other public company directorships
	Board	11 of 11	100%	George Weston Limited		2011 – present
	Audit	5 of 5	100%	BlackBerry Limited		2007 – present
	Risk	5 of 5	100%
	2021 Annual Meeting votes in favour: 99.7%
	SLF Inc. securities held:
	Year	Common shares	DSUs	Total common shares and DSUs	Total value	Share  ownership  guideline/  target date
	2022	5,000	53,365	58,365	$3,890,611	Meets
	2021	5,000	47,486	52,486	$3,234,712
	Change	0	5,879	5,879	$655,899
	1  On May 5, 2021, Ms. Stymiest ceased being the Chair of the Risk Committee and became the Chair of the Audit Committee.

MANAGEMENT INFORMATION CIRCULAR 2022   |   19

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

(a) is or has been, in the last ten years a director, chief executive officer or chief financial officer of any company (including SLF Inc.) that was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that: (i) was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

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

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

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

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

Meeting attendance

The Governance, Investment & Conduct Review Committee reviews the attendance record of each director as part of the nomination process. Directors must attend at least 75% of board and committee meetings every year. A director who does not meet this attendance requirement in two consecutive years must, if requested by the Governance, Investment & Conduct Review Committee, offer to resign. The table below is a consolidated view of how many board and committee meetings each director attended in 2021. From time to time unscheduled board meetings may be called on short notice to consider mergers and acquisitions (M&A) transactions or other matters and one or more of our directors may be unable to attend these meetings due to the short notice. Where a director is unable to attend a meeting, feedback and questions based on meeting materials are directed to the Board Chair or the Chair of the applicable committee, as appropriate, to address at the meeting. During the year ended December 31, 2021, average attendance of all directors at both board and committee meetings was 98% and 99%, respectively.

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Name	Board meetings attended			Committee meetings attended			Total meetings   attended
William D. Anderson1		11 of 11	100%		n/a	n/a		11 of 11	100%
Deepak Chopra2		6 of 6	100%		6 of 6	100%		12 of 12	100%
Dean A. Connor3		7 of 7	100%		n/a	n/a		7 of 7	100%
Stephanie L. Coyles4		11 of 11	100%		12 of 12	100%		23 of 23	100%
Martin J. G. Glynn		11 of 11	100%		11 of 11	100%		22 of 22	100%
Ashok K. Gupta5		11 of 11	100%		11 of 11	100%		22 of 22	100%
M. Marianne Harris6		11 of 11	100%		11 of 11	100%		22 of 22	100%
David H. Y. Ho7		6 of 6	100%		5 of 5	100%		11 of 11	100%
Sara Grootwassink Lewis8		5 of 5	100%		6 of 6	100%		11 of 11	100%
Helen M. Mallovy Hicks9		2 of 2	100%		2 of 2	100%		4 of 4	100%
James M. Peck10		7 of 9	78%		8 of 9	89%		15 of 18	83%
Scott F. Powers11		10 of 11	91%		12 of 12	100%		22 of 23	96%
Hugh D. Segal12		5 of 5	100%		6 of 6	100%		11 of 11	100%
Kevin D. Strain13		9 of 9	100%		n/a	n/a		9 of 9	100%
Barbara G. Stymiest14		11 of 11	100%		10 of 10	100%		21 of 21	100%

¹  Mr. Anderson attended committee meetings in his capacity as non-executive Board Chair.

²  On May 5, 2021, Mr. Chopra became a Director and a member of the Audit Committee and Governance, Investment & Conduct Review Committee.

³  On August 6, 2021, Mr. Connor retired. He attended committee meetings in his capacity as President & CEO and a director. He ceased to be President on February 15, 2021.

⁴ On October 31, 2021, Ms. Coyles ceased to be a member of the Audit Committee and became a member of the Management Resources Committee.

⁵ On May 5, 2021, Mr. Gupta became Chair of the Risk Committee.

⁶ On October 31, 2021, Ms. Harris ceased to be a member of the Risk Committee and became a member of the Governance, Investment & Conduct Review Committee.

⁷ On May 5, 2021, Mr. Ho became a Director and a member of the Management Resources Committee and Risk Committee. On October 31, 2021, he ceased to be a member of the Risk Committee and became a member of the Governance, Investment & Conduct Review Committee.

⁸ On May 5, 2021, Ms. Lewis retired. She was Chair of the Audit Committee and member of the Governance, Investment & Conduct Review Committee.

⁹ On October 31, 2021, Ms. Mallovy-Hicks became a Director and a member of the Audit Committee and Risk Committee.

¹⁰ On September 30, 2021, Mr. Peck retired. On May 5, 2021, he ceased to be a member of the Risk Committee and became a member of the Governance, Investment & Conduct Review Committee. He was also a member of the Management Resources Committee.

¹¹ Mr. Powers was unable to attend an unscheduled board meeting called on short notice.

¹² On May 5, 2021, Mr. Segal retired. He was a member of the Audit Committee and Governance, Investment & Conduct Review Committee.

¹³  On February 15, 2021, Mr. Strain became a Director and was appointed as President on August 7, 2021 was appointed as President & CEO. He attended committee meetings in his capacity as President, President & CEO and a director.

¹⁴  On May 5, 2021, Ms. Stymiest became Chair of the Audit Committee and ceased being Chair of the Risk Committee.

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The auditor

The board, on the recommendation of the Audit Committee, recommends that shareholders vote for the appointment of Deloitte as auditor of SLF Inc. for 2022. 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 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 IFRS 17 Insurance Contracts and at a minimum every 5 years thereafter. . If you do not specify in the proxy form or your voting instructions how you want to vote your shares, the persons named in the form will vote for the appointment of Deloitte as auditor.

Auditor’s fees

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

For the year ended December 31	($millions)
	2021		20201
Audit Services		19.3		19.6
Audit-related Services		1.2		1.7
Tax Services		0.2		0.3
Other Services		0.2		1.5
Total		20.9		23.1

¹ adjustments to 2020 fees of $0.8 for Audit Services and ($0.2) for Tax Services.

Audit fees relate to professional services rendered by the auditors for the audit of our annual consolidated financial statements, the statements for our segregated funds and services related to statutory and regulatory filings. Audit fees of $13.0 (2020: $12.7) relates to 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 $6.2 (2020: $6.9) relates to audit of the statements for segregated funds and statutory and regulatory filing.

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

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

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

We have a policy that requires the Audit Committee to pre-approve 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 2021 annual information form which is filed with the Canadian Securities Regulators on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov/edgar.shtml).

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Non-binding advisory vote on our approach to executive compensation

Since 2010, the board has held an annual advisory vote on our approach to executive compensation to respond to shareholders and other stakeholders who were advocating for this form of shareholder engagement.

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. Detailed information on our approach to executive compensation and what we paid our named executive officers (NEOs) can be found beginning on page 58 of this Circular.

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 the proxy form or your voting instructions how you want to vote your shares, the persons named in the form will vote for the resolution.

“RESOLVED THAT on an advisory basis and not to diminish the role and responsibilities of the board of directors, the shareholders accept the approach to executive compensation disclosed in the Management Information Circular dated March 18, 2022 delivered in advance of the annual meeting of common shareholders on May 11, 2022.”

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Corporate governance practices

Our board regularly reviews our governance processes and practices to make sure the board continues to effectively oversee management and our business affairs, and to ensure our governance framework meets regulatory requirements and reflects evolving best practices.

We believe our governance processes and practices are consistent with the Insurance Companies Act (Canada), the Canadian Securities Administrators’ corporate governance guidelines, guidelines issued by OSFI for effective corporate governance in federally regulated financial institutions, the TSX corporate governance rules, the New York Stock Exchange (NYSE) corporate governance rules for U.S. publicly listed companies and the Philippine Stock Exchange corporate governance guidelines applicable to us.

Governance at a glance

We say “Yes” to

_ü   Strong Culture (see more on page 26)

• We have a strong culture founded on ethical behavior, high business standards, integrity, respect and doing the right thing for our Clients

• Our Code of Conduct (Code) applies to every director, officer and employee, who are required to review and certify compliance every year

_ü   Independence (see more on page 29)

• Our Board Chair, committee chairs and all members of our committees are independent directors

• Independent directors meet without management at each board and committee meeting

_ü   Key competencies and experience (see more on pages 30 to 31)

• The eight key attributes we expect of our directors are integrity, independent and informed judgment, accountability, knowledge of business issues and financial matters, commitment to operational excellence, responsiveness, initiative and collaboration

• The Governance, Investment & Conduct Review Committee ensures that the board includes members with a broad range of skills and experience to carry out its mandate

_ü   Tenure and renewal (see more on pages 32 to 33)

• We use professional executive search firms and referrals to identify prospective director candidates

• The Governance, Investment & Conduct Review Committee, together with the Board Chair, continuously monitors board succession requirements and maintains a directors’ skills matrix

• Shareholders elect individual directors annually

• Our policy on majority voting is informed by best practices and complies with TSX rules

• We limit the number of public company directorships our directors may have (limit of one other for directors that are executive officers of another public company, and limit of three others for any other director)

• We have a limit on board interlocks (no more than two directors may serve on the same board of another public company and directors may not serve together on more than one other public company without the prior consent of the Governance, Investment & Conduct Review Committee)

• The board has adopted a proxy access policy

_ü   Diversity, equity and inclusion (see more on pages 34 to 37)

• We have a board diversity policy that considers multiple aspects of diversity, including gender representation and representation by individuals who self-identify as members of Black, Indigenous, People of Colour, disabled and/or LGBTQ2+¹ communities

• We are committed to diversity, equity and inclusion, and have an enterprise strategy to strengthen diversity across our workforce

• If all of our director nominees are elected, 89% of our independent board nominees will be diverse²:

• 5 out of our 9 independent director nominees (56%) self-identify as women

• 2 out of our 4 current committee chairs (50%) self-identify as women

• 3 out of our 9 independent director nominees (33%) self-identify as a member of an underrepresented group³

• no directors have identified as Indigenous peoples or persons with disabilities

¹  acronym for Lesbian, Gay, Bisexual, Transgender, Queer or questioning, and Two Spirited people

²  individuals who have self-identified as women and belonging to an underrepresented group

³  individuals who have self-identified as members of the Black, Indigenous, People of Colour, disabled and/or LGBTQ2+ communities

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_ü   Board development and assessment (see more on pages 38 to 39 and 42)

• Both current and new directors are provided orientation and continuing education programs

• Travel permitting, new directors will attend site visits to each of the company’s four business pillar locations over a two to three year period primarily through the annual board strategy meeting

• Individual directors participate in an annual chair, board and committee effectiveness assessment process

_ü   Strategic planning and risk management oversight (see more on pages 40 to 41)

• Travel permitting, all directors attend an annual strategic planning meeting held in one of our four business pillar locations and management updates the board on the execution of strategy and strategic considerations at every regular board meeting

• The board provides ongoing oversight of risk management programs, including through the allocation of risk oversight to its four committees, and monitors that the principal risks are appropriately identified and managed

_ü   Sustainability (see more on page 41)

• The board has ultimate oversight of our sustainability and climate change issues

• In 2021 Sun Life appointed the company’s first Chief Sustainability Officer

_ü   Succession planning and talent management (see more on pages 41 to 42)

• The board has oversight of succession planning for the President & CEO

• The Management Resources Committee has oversight of talent development and succession planning for senior management and the President & CEO’s assessment of other senior officers, and the board conducts the assessment of the President & CEO

_ü   Shareholder engagement and alignment (see more on pages 43 to 44 and 55)

• The Board Chair communicates with shareholders and other stakeholders in connection with governance-related matters

• Independent directors must own at least $735,000 (7x the cash portion of the independent director base retainer) in common shares and/or DSUs within five years of joining the board

We say “No” to

 _×   Slate voting for directors

• Shareholders can vote for or withhold their vote from individual directors, and we do not have slate voting

 _×   Staggered voting for directors

• Directors are not elected for staggered terms, and we have annual elections for all directors

 _×   Unequal voting structure

• We do not have dual-class or subordinate voting structures

 _×   Tie-breaking vote

• In the event of a tie vote at the board our Board Chair does not have a deciding vote

 _×   Pledging or hedging of Sun Life securities

• We do not allow pledging or hedging of SLF Inc. securities by directors and senior management

 _×   Pensions and stock options for independent directors

• Independent directors are not allowed to participate in our stock option or pension plans

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Strong Culture

We have built a strong corporate culture founded on ethical behaviour, high business standards, integrity, respect and doing the right thing for our Clients. The board establishes the “tone from the top” and makes every effort to ensure that senior management consists of people of integrity who create and sustain a culture of integrity throughout the organization. Questions about integrity are included as part of our annual board, committee and chair effectiveness review process.

The board has established the Code that applies to every director, officer and employee, with no exception. Each director, officer and employee receives annual training and is required to complete a declaration of compliance with the Code.

Our Code promotes speaking up and outlines our commitment against retaliation. Our Code also requires employees and directors to report all known and suspected breaches. Our Ethics Hotline empowers our employees to play an active role in protecting the organization. Employees may use the Ethics Hotline to report allegations of misconduct anonymously or if they feel their concerns have not been resolved using other reporting methods.

Communications that accompanied the Code in 2021 further reinforced our expectations of behaviours in the workplace; emphasizing the importance of speaking up, fostering a workplace that is free of harassment of any kind and promoting diversity, equity and inclusion.

The Governance, Investment & Conduct Review Committee is responsible for reviewing the effectiveness of the Code, monitoring compliance with the Code and reporting the results of its review to the board annually. On a quarterly basis, the Chief Compliance Officer reports on breaches of the Code and reviews our controls and compliance with the Governance, Investment & Conduct Review Committee.

A copy of our most recent Code is available on our website (www.sunlife.com). The Code has been filed with the securities regulators in Canada on SEDAR (www.sedar.com) and with the U.S. Securities and Exchange Commission (SEC) on EDGAR (www.sec.gov/edgar.shtml).

The board of directors

Mandate, roles and responsibilities

The board is responsible for supervising the management of the business and affairs of the company. Its mission is to be a strategic asset of the company, measured by effective execution of its overall stewardship role and the contribution the directors make, individually and collectively, to the long-term success of the enterprise. The board’s duties and responsibilities are set out in its charter, which is reviewed by the board and the Governance, Investment & Conduct Review Committee at least annually.

Our board’s main responsibilities
Culture and Conduct	·  sets the tone for the culture of the organization on integrity, leadership, diversity, equity and inclusion, sustainability and good governance and for an appropriate and sound risk culture ·  satisfies itself that the President & CEO and other senior management is sustaining that culture throughout the organization ·  approves, complies with, and promotes our values set out in our Code and reviews employee compliance with the Code
Strategy and Business Performance	·  oversees our vision and purpose statements ·  provides challenge, advice and guidance on the strategic planning process and established plans ·  annually approves our strategic plan and business, capital, investment and sustainability plans ·  oversees our significant strategic initiatives, investments and transactions, including significant activities of our subsidiaries ·  provides challenge, advice and guidance on our enterprise approach to climate change ·  reviews quarterly reports on the performance of our four strategic pillars

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Our board’s main responsibilities
Governance	·  performs its overall stewardship responsibilities either directly or through delegation to its four standing committees (see pages 45 to 53 for a description of the key activities of the committees), including the allocation of risk oversight to its committees ·  establishes corporate governance practices and policies and monitors corporate governance trends ·  establishes position descriptions for the Directors, Board Chair and Chairs of Board Committees ·  delegates to the President & CEO, management and control functions powers to manage the business and affairs of the company ·  annually meets with OSFI to review its annual examination report and the status of items to be reviewed with management on a regular basis
Risk Management	·  oversees and approves significant policies (such as our Risk Management Framework, Risk Appetite Policy, Capital Risk Policy and Capital Liquidity and Management Framework), plans and strategic initiatives related to the management of, or that materially impact risk, capital and liquidity ·  provides challenge, advice and guidance on the effectiveness of risk management
Financial Reporting, Communication and Disclosure	·  approves our quarterly and annual financial reports and corporate governance disclosure, including this Circular and the Sustainability Report ·  approves the internal and external audit plans ·  approves the Internal Control Framework and provides challenge, advice and guidance on its effectiveness to ensure the safeguarding of our assets ·  satisfies itself that the right communication and disclosure practices are in place, including that shareholders are able to provide feedback to independent directors
Board and Senior Management	·  oversees board composition, the evaluation and selection of candidates at each annual meeting based on a skills, qualifications and competencies assessment process and consideration of the level of diversity on the board (see pages 29 to 35) in accordance with our Board Diversity Policy ·  formulates succession plans for the President & CEO, Board Chair, committee chairs and other directors ·  approves the appointment, evaluation and, if necessary, replacement of or succession plans for the President & CEO and other members of senior management ·  annually reviews and approves the President & CEO’s mandate and objectives, reviews his or her performance against those objectives, and approves his or her compensation

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2021 Highlights

· approved the appointment of Mr. Powers to succeed Mr. Anderson as Board Chair following the annual meeting of common shareholders on May 11, 2022, subject to being re-elected by the common shareholders at that meeting

· approved the strategic plan, and the business, capital, investment plans and the sustainability plan

· reviewed and approved the acquisition of DentaQuest through our U.S. business

· appointed and onboarded four new directors to enhance the skills, experience and expertise on the board, complement the existing board composition and enhance board diversity

· received insights from an external diversity expert on equity in the workplace

· approved amendments to our Board Diversity Policy

· received updates on a variety of topics including the continued impacts of the COVID-19 pandemic on our employees and businesses, Sun Life’s culture, cybersecurity, digital leadership, the global real estate outlook, IFRS 17 and 9 implementation plans, sustainability and climate change

· increased board oversight on environmental, social and governance (ESG) matters, including approving disclosures in our annual management’s discussion and analysis (MD&A) in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), and solidifying sustainability as one of our strategic pillars to ensure that sustainability is integrated into everything we do, including in our strategy, culture, and operations (see pages 40 to 41)

The board’s charter is incorporated by reference into this Circular and has been filed with securities regulators on www.sedar.com and www.sec.gov and can be found on our website (www.sunlife.com).

We expect our directors to act ethically and with integrity in all personal, business and professional dealings. Directors must understand our corporate vision and strategic objectives, continually build their knowledge about our businesses and the financial services sectors in which we operate, and prepare for and actively participate in board and committee meetings in an objective way. They must also understand the board and committee charters and our corporate governance policies and practices, comply with our Code and meet our share ownership guidelines (see page 55). Directors have unrestricted access to management, as necessary, to carry out their responsibilities.

We have eight key attributes we expect of our directors when they carry out their duties:

Board Chair, Committee Chairs, President & CEO

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

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The Board Chair and respective committee chairs are responsible for setting meeting agendas and reviewing the meeting materials with management before meetings so that the meetings are productive and enhance the board’s effectiveness and independence.

Committee chairs are consulted in advance in connection with the appointment, reassignment, replacement or dismissal of senior management within their respective committee’s areas of responsibility, including those in OSFI-identified control functions. Committee chairs are consulted annually on the performance assessment and compensation awarded to those individuals. Each committee chair is an independent director and generally holds the position for five years. Committees, in consultation with the Board Chair, can hire independent advisors.

The role of President & CEO is held by Kevin D. Strain. He is also a director of the company. There is a written statement of mandate for the President & CEO which is reviewed by the board annually and which specifies the President & CEO’s overall accountability for leading the company’s business operations and creating sustainable value for all stakeholders. The President & CEO is responsible for championing the company’s global mission, purpose and values, managing the company’s resources to ensure optimal performance, and setting a standard for culture, conduct and character through his or her own behaviour and actions. The President & CEO develops the leadership capabilities and succession required for execution of the strategy and long-term success of Sun Life and provides leadership in the vision, purpose, governing principles, risk management and regulatory compliance, consistent with Sun Life’s risk appetite and culture.

The full position descriptions of our President & CEO, our directors, our Board Chair and our committee chairs can be found on our website (www.sunlife.com).

Board size

According to our by-laws, our board can have a minimum of eight and a maximum of 20 directors. The board assesses its effectiveness and optimal size annually and believes the current size should be a minimum of 10 and a maximum of 14 directors in order to fulfil its responsibilities.

Independence

The board maintains a majority of independent directors to ensure it operates effectively and independently of management. All members of the board’s standing committees must be independent.

A director is independent under our Director Independence Policy if he or she does not have a direct or indirect relationship with SLF Inc. that could reasonably be expected to interfere with his or her ability to exercise independent judgment. You can find a copy of our Director Independence Policy on our website (www.sunlife.com).

The Governance, Investment & Conduct Review Committee evaluated the independence of each director nominee according to our Director Independence Policy and confirmed that 9 of the 10 are independent, and that all of the current members of the Audit Committee and Management Resources Committee meet the additional independence requirements set out in that policy for membership on those committees. Kevin D. Strain is not independent because he is our President & CEO ).

The roles of the Board Chair and the President & CEO are separate. The board believes that this separation increases the effectiveness of the board and facilitates enhanced oversight of management. William D. Anderson is Board Chair and an independent director. On December 9, 2021, Mr. Powers was appointed to succeed Mr. Anderson as Board Chair following the annual meeting of common shareholders on May 11, 2022, subject to being re-elected by the common shareholders at that meeting. Mr. Powers is an independent director. Having an independent Board Chair promotes strong board leadership, encourages open discussion and debate at board meetings, and avoids potential conflicts of interest.

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Private Meetings

The independent directors meet privately with the President & CEO and privately without management and the President & CEO present at the end of each board and committee meeting. The members of the Management Resources Committee also regularly meet without management present at the beginning of their meetings. The Board Chair and committee chairs encourage open and candid discussions among the independent directors by providing them with an opportunity to express their views on key topics before decisions are made. The independent directors also routinely meet privately with the heads of key control functions at committee meetings (see committee reports pages 46 to 53).

Key competencies and experience

The Governance, Investment & Conduct Review Committee ensures at all times that the board includes members with a broad range of business and strategic experience and expertise so that the board is able to effectively carry out its mandate. On an annual basis, the Governance, Investment & Conduct Review Committee and the board determine the key competencies and experience that they believe are necessary for the board as a whole to possess in order to be an asset to the company and fulfil its responsibilities. These include the eight key attributes listed on page 28 and the specific competencies and experience listed in the table below and described in the text that follows. The table below also shows the key competencies and experience that each independent director nominee has indicated he or she brings to the board. Each such director nominee has also identified the principal areas of expertise that he or she possesses and those are listed in the respective director nominee profiles on pages 15 to 19. The Governance, Investment & Conduct Review Committee reviewed the areas indicated by each nominee and the rationale provided for their respective selections and is satisfied that the nominees possess skills in those areas.

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	Deepak Chopra	Stephanie L. Coyles	Ashok K. Gupta	M. Marianne Harris	David H. Y. Ho	Helen Mary Mallovy-Hicks	Marie-Lucie Morin	Scott F. Powers	Barbara G. Stymiest
Key Competencies
Finance, Accounting and Actuarial knowledge of and experience with complex accounting, actuarial and/or capital management issues	✓	✓	✓	✓	✓	✓			✓
Insurance, Health and Wealth industry experience in insurance, re-insurance, asset management, wealth management and/or health to provide insight into operations, strategy and market factors			✓	✓		✓		✓	✓
Risk Management knowledge of and experience with the identification of material risks, risk assessment, internal risk mitigation and controls, and risk reporting		✓	✓	✓		✓	✓	✓	✓
Talent and Culture experience guiding and championing a high performance culture, embedding human resources practices that attract, retain and develop a disproportionate share of top talent, including knowledge of and experience with compensation plan design and administration, leadership development and talent management, succession planning and organizational design	✓	✓	✓	✓	✓	✓	✓	✓	✓
Key Experience
Client Needs, Sales and Distribution experience in creating financial products for retail distribution, Client research or brand development and positioning; experience in overseeing sales forces and third-party distribution channels	✓	✓	✓					✓
International Business experience in a senior level role in an organization with operations in Asia or other international jurisdictions and experience working with different cultures	✓	✓	✓		✓	✓	✓	✓	✓
Government Relations/Policy experience in government relations or public policy	✓	✓	✓	✓			✓		✓
Public Company public company experience as a senior executive or director at a public company, with insight on the operations and governance of complex, publicly traded company	✓	✓	✓	✓	✓		✓	✓	✓
Corporate Strategy and Development experience in strategic planning and identifying and evaluating corporate development opportunities, including acquisitions, partnerships and joint ventures	✓	✓	✓	✓	✓	✓	✓	✓	✓
Digital and Data/Analytics experience or knowledge relating to the cybersecurity, technology, digital and data/analytics needs and/or strategy for a major organization	✓	✓	✓		✓	✓			✓

The Governance, Investment & Conduct Review Committee also reviews the membership of each committee annually to ensure each committee is comprised of members with the competencies and experience required to fulfil the committee’s mandate.

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Tenure and board renewal

Every year the Governance, Investment & Conduct Review Committee recommends a list of candidates for nomination to the board.

Our Director Independence Policy includes provisions on directors’ tenure. Independent directors will generally retire from the board after they have served for 12 years. The independent directors can waive this retirement requirement to allow a director to serve for up to three additional years if they unanimously determine that it is in the company’s best interests to do so. Thereafter, the retirement requirement can be waived by the independent directors on an annual basis if they unanimously determine that it is in the company’s best interests to do so. The board does not have a mandatory retirement age for directors. Other mechanisms of board renewal include the rigorous board and committee assessments (see page 42), the evergreen list of prospective candidates (see page 33) and the annual review of the directors’ skills matrix (see pages 30 to 31).

The average tenure of the independent director nominees is 4 years (5.18 years in prior year).

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

Director	Retirement Year	Committee Memberships	Areas of Expertise
William D. Anderson1	May 2022	N/A2	•  finance, accounting and actuarial •  risk management •  International business •  public company •  corporate strategy and development
Martin J. G. Glynn	May 2022	Management Resources Risk	•  finance, accounting and actuarial •  risk management •  talent and culture •  International business •  public company
Barbara G. Stymiest	Tenure limit reached in May 2024	Audit (Chair) Risk	•  finance, accounting and actuarial •  insurance, health and wealth •  risk management •  talent and culture •  corporate strategy and development
M. Marianne Harris	Tenure limit reached in May 2025	Governance, Investment & Conduct Review Management Resources (Chair)	•  finance, accounting and actuarial •  insurance, health and wealth •  talent and culture •  public company •  corporate strategy and development

¹  On December 9, 2021, Mr. Powers was appointed to succeed Mr. Anderson as Board Chair following the annual meeting of common shareholders on May 11, 2022, subject to being re-elected by the common shareholders at that meeting.

²  In his capacity as non-executive Chair of the board, Mr. Anderson attended committee meetings of the board.

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The President & CEO must resign from the board when he or she retires or leaves the company.

A director must tender a written offer to resign if he or she receives more withheld votes than for votes from shareholders in an uncontested election.

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

• he or she has not attended at least 75% of board and committee meetings for two consecutive years

• his or her principal employment or other business or professional circumstances have changed materially

Committee chairs are appointed annually. Generally, a director will serve as a committee chair for five years.

Recruiting new directors

Candidate      Search            Board Chair and
Chair of the Governance,
Investment &
Conduct Review
Committee
identifies prospective candidates       Candidate interviews with the Board Chair,
Committee Chairs, and the President & CEO       Governance,
Investment &
Conduct Review
Committee makes recommendation to the Board = Board Approval of New Candidate

The Governance, Investment & Conduct Review Committee, together with the Board Chair have primary responsibility for identifying potential new directors and has adopted guidelines for director recruitment. The eight key attributes we expect of our directors (see page 28) together with the directors’ skills matrix (see pages 30 to 31) and the board’s diversity policy (see pages 34 to 35) are the primary considerations for the committee when determining a need to recruit a new director and identifying the competencies, skills and expertise that prospective directors should possess.

As part of the recruitment process, the committee develops a success profile based on the considerations determined that best complement the existing directors or fill a need on the board.

Candidates are identified through executive search firms and referrals. An evergreen list of prospective candidates is maintained, which is comprised of individuals who the committee feels may be appropriate as a board candidate when a vacancy arises.

When recruiting candidates for appointment or election to the board, the Governance, Investment & Conduct Review Committee:

• is committed to ensuring equitable and inclusive recruitment practices and will require search firms to identify and present diverse and balanced slates of potential Director candidates, including women and members of the Black, Indigenous, People of Colour, disabled and/or LGBTQ2+ communities (underrepresented groups)¹, and

• will create equity by ensuring candidates have equal access to opportunities, free of bias and discrimination.

The Governance, Investment & Conduct Review Committee will also consider the board’s representation commitments for women and underrepresented groups on the board (see pages 34 to 35) when recruiting candidates.

Executive search and background screening firms conduct reference and background checks on potential candidates. Suitable candidates are interviewed by the Board Chair, the committee chairs and the President & CEO. The committee receives input from all of these sources in connection with its recommendation to the board for the appointment or nomination of a new director.

¹  individuals who self-identify as members of the Black, Indigenous, People of Colour, disabled and/or LGBTQ2+ communities.

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Diversity, equity and inclusion

Our commitment to diversity, equity and inclusion is at the centre of our company values and is critical to the board and executive management. Qualified directors and executive leaders who reflect the Clients we serve, our employees around the world, and the communities where we operate bring broader perspectives and experience to deepen our insight, enhance innovation and accelerate growth. We strive to create an inclusive, high-performing culture where all employees, regardless of gender/gender identity, race, religion, age, country of origin, physical ability, sexual orientation or other diversity attributes, can contribute to their full potential. We stand for equality, social change and justice for all and are committed to creating equal opportunities and fostering inclusion. For more information on diversity, equity and inclusion and how we are taking action, please see our Diversity, Equity and Inclusion Strategy 2025 and our Sustainability Report on our website (www.sunlife.com/sustainability/diversity-and-inclusion and www.sunlife.com/sustainability).

We believe that a diverse group of directors produces better corporate governance and oversight, as such the board has adopted a diversity policy that includes provisions on representation and diverse candidate slates. The objective of the board’s diversity policy is to ensure that the board as a whole possesses diverse qualifications, skills, experience and expertise relevant to the company’s business, in order to fulfil its mandate.

Effective implementation of the board’s diversity policy is the responsibility of the Governance, Investment & Conduct Review Committee and the Board Chair. See “Recruiting new directors” above for more information on how Sun Life ensures diverse candidates are considered as prospective board members.

To ensure the board’s diversity commitments are effectively implemented, the Governance, Investment & Conduct Review Committee assesses the effectiveness of the board’s diversity policy on an annual basis by:

• considering the level of diversity on the board based on the above factors, which includes the consideration of the level of representation of women and underrepresented groups¹

• progress towards the board’s representation commitments for women and underrepresented groups¹ on the board (see below), and

• whether its representation commitments have been achieved or exceeded.

To drive our commitment to diversity, equity and inclusion we have:

• signed the Catalyst Accord 2022, which aims to increase the average percentage of women on boards and women in executive positions in corporate Canada to 30% or more by 2022;

• joined the 30% Club Canada, which has set a goal of 30% of board seats and C-suites to be held by women by 2022;

• signed on to the goals in the BlackNorth Initiative, which aims to remove systemic barriers that negatively affect Black Canadians; and

• become a member of the Canadian Council for Aboriginal Business and began our Progressive Aboriginal Relations (PAR) certification, which confirms corporate performance in Indigenous relations, and formed a working group to create an intentional and progressive approach to impact four key performance areas: leadership, employment, business development, and community partnerships.

Representation commitments for women and underrepresented groups on the board

The board’s diversity policy includes provisions relating to identification and nomination of women directors and underrepresented groups¹. Taking into account the desired qualifications, skills, experience, expertise and commitment to diversity, The board has committed to:

• an aim of having 35% to 45% of directors on the board who self-identify as women, with an aim towards balanced gender representation by 2025; and

• an aim to have members of the Black, Indigenous, People of Colour, disabled and/or LGBTQ2+ communities (underrepresented groups)¹ comprise 20% to 25% of directors on the board

¹  individuals who self-identify as members of the Black, Indigenous, People of Colour, disabled and/or LGBTQ2+ communities.

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As of the date of this Circular 5 out of our 9 (56%) independent director nominees¹ and 2 out of our 4 (50%) current committee chairs self-identify as women, 3 out of our 9 (33%) independent director nominees² self-identify as a member of an underrepresented group³ and combined with our representation of women, 8 out of 9 (89%) of our independent board nominees will be diverse⁴. No directors have self-identified as Indigenous peoples or persons with disabilities.

Diversity of our Independent Director Nominees

¹  5 out of 10 (50%) of all director nominees.

²  3 out of 10 (30%) of all director nominees self-identify as a member of an underrepresented group.

³  individuals who self-identify as members of the Black, Indigenous, People of Colour, disabled and/or LGBTQ2+ communities.

⁴  8 out of 10 (80%) of all director nominees self-identify as women or belonging to an underrepresented group.

Advancement of women and underrepresented groups in our workplace

We have an enterprise strategy to strengthen diversity, equity and inclusion. The strategy focuses on a series of actions that review and enhance our talent management practices, enrich our already collaborative and inclusive culture, and ensure our investments and participation in the community support our objectives.

Below is a list of efforts we have made to support our commitment to the advancement of women and underrepresented groups in our workplace.

• Recruitment – we require a diverse slate of candidates (including women) when we select leaders for executive officer and senior leadership positions, both internally and externally. In situations where we are working with external executive search firms, one of the standard terms and conditions in our contracts is the presentation of diverse candidate slates. We also apply a language analysis tool to our recruitment postings, to ensure our language is gender inclusive and an artificial intelligence resumé screening tool to minimize discrimination and bias while recommending top candidates.

• Inclusion Networks – we have numerous internal, voluntary, employee-led inclusion networks which play an important role in fostering and embedding a culture of inclusion within the company, including our Asian American Heritage Association network, our Black Excellence Alliance network, our DiverseABILITY network, our Hispanic Organization for Leaders and Achievers network, our Mosaic network, our Sun Life Pride network, and our networks focused on the advancement of women: Bright Women in North America and InvestHER in our asset management group.

• Mentorship and Development Programs – we have a number of informal and formal mentor and mentee opportunities across our company and have implemented a global mentorship framework with an inclusion focus to ensure consistency across our businesses.

• Community Involvement – we celebrate events such as International Women’s Day and Pride month and sponsor several charities and programs related to gender equality and advancing inclusion, especially for disadvantaged or marginalized communities such as:

• the Simmons Conference, the Women in Insurance STEM program, the Bentley University program for first-generation college students, the Right to Play and Kids Help Phone programs for Indigenous children and youth across Canada,

• the Foundation for Black Communities, serving Black communities across Canada, and

• the launch of the Dean Connor Sun Life Inclusion Scholarships for Black and Indigenous Students in 2021

For more information on our community involvement, please see our Sustainability Report on our website (www.sunlife.com/sustainability).

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• Building External Partnerships – we believe it is important to build key relationships with external partners that have the same commitment to building diverse and inclusive communities that also enable us to establish relationships with diverse talent for future opportunities, including Bentley University’s Center for Women and Business, and INDspire. For more information on our external partnerships, please see our Sustainability Report on our website (www.sunlife.com/sustainability).

• Employee Training – We offer diversity, equity and inclusion education seminars through our online learning resources as well as through internal, executive-led forums that focus on fostering mutual understanding, and encourage participants to get more comfortable having uncomfortable conversations and were the first insurer to invest in Kaleidoscope by Hive Learning, the world’s leading interactive digital inclusion program. Please see our Diversity, Equity and Inclusion Strategy 2025 on our website (www.sunlife.com/sustainability/diversity-and-inclusion) for more information on our employee diversity, equity and inclusion training.

• Flexible Work Arrangements – during another year of uncertainty, our company continued to provide various additional support measures in order to attract and retain diverse talent, including flexible work arrangements, myWellness days to promote the importance of taking time away from work, and continuing to have an increased allotment of personal emergency days to support childcare, eldercare or other responsibilities arising from the COVID-19 pandemic.

• Monitoring Activities – we regularly monitor and review the number of women and underrepresented groups in executive and senior leadership positions through our annual talent review and succession planning process (see pages 41 to 42). One of the key metrics we review is the number of women and underrepresented groups in executive and senior leadership roles and in our management pipeline.

• Compensation Analysis – at the conclusion of our annual performance management and compensation cycle, we analyze compensation levels across the organization, including the compensation of women holding executive officer and senior leadership positions, to ensure fair and equitable treatment, free from systemic bias. We also ensure to review pay outcomes with a lens for employees that identify as members of underrepresented groups in addition to gender.

We pride ourselves on creating an inclusive and welcoming environment that encourages diverse perspectives, experiences, preferences and beliefs. Below are examples of how we have been recognized for our ongoing commitment to gender equality, diversity, equity and inclusion:

• we have been included in the Pax Ellevate Global Women’s Index Fund (PXWEX) since 2014,

• we have been included in the Bloomberg Gender-Equality Index (GEI) since 2017,

• we received Parity Certification by Women in Governance for our strong commitment to gender equality in the workplace,

• in 2016 we signed the 100% Talent Compact pledge to move to closing the gender wage gap in Boston, and

• we achieved a perfect score for the thirteenth consecutive year on the Human Rights Campaign Foundation’s corporate equality Index.

Women and underrepresented groups in executive officer positions

The following chart shows the number and percentage of men and women who are executive officers (members of the Executive Team), direct reports of the President & CEO and senior executives of the company as of January 31, 2022. The executive officers are also officers of Sun Life Assurance.

Gender	Number of Executive Officers		Percentage of Executive Team Members		Number of President & CEO Direct Reports1		Percentage of CEO Direct Reports		Number of Senior Executives		Percentage of Senior Executives
Men		6		55%		5		38%		167		65%
Women		5		45%		8		62%		90		35%
Total		11		100%		13		100%		257		100%

¹  President & CEO Direct Reports includes ten Executive Officers, and three Senior Executives that report directly to the President & CEO.

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Representation commitments for executive officer positions

We have committed to improving the representation of women leaders by setting a goal of 50% women at the Vice-President level and above globally by 2025 and a goal to reach 25% underrepresented groups at the Vice-President level and above in North America by 2025. The following chart shows the percentages of self-identified women and underrepresented groups¹ who are senior management (Vice-President and above) of the company as of January 31, 2022.

Senior Management (Vice-President and above)	Commitment by 2025		2021
Women (Global)		50%
Underrepresented groups1 (North America)		25%

¹ individuals who self-identify as members of the Black, Indigenous, and/or People of Colour communities

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Board development

Our orientation program for new directors includes informal introductory meetings with each Executive Team and board member, formal information sessions, and a directors’ manual with information about the company, the board and its committees, board administration, directors’ duties, policies applicable to the directors, and future meeting schedules. The Board Chair matches new directors with an experienced board member to act as a mentor by providing perspective and informal feedback and offering insights on board culture and dynamics.

Formal information sessions cover the company’s four business groups, each corporate function, our corporate strategy and financial objectives and are tailored to account for individual backgrounds, experience and the expected committee responsibilities. The Board Chair and committee chairs meet with new directors to discuss the role of the board and board committees in detail.   Directors are provided with an extensive list of upcoming outside professional development programs that may be of interest, which is updated throughout the year as new programs become available. The list includes governance, financial, compensation and industry topics. Directors can participate in these programs at our expense, as long as the Board Chair approves them in advance. As part of the annual assessment process Directors are asked to provide input on continuing education sessions that each Director would find valuable and this input is reflected in the Director education program.   Travel permitting, new directors attend site visits to each of the company’s four business pillar locations over a two to three year period, primarily through the board’s annual strategic planning board meeting in one of our four business pillar locations. The board believes that these site visits enhance ongoing director education. All of the directors are members of the Institute of Corporate Directors in Canada and the National Association of Corporate Directors in the U.S., which provide continuing education for directors through publications, seminars and conferences.

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In addition, we hold regular education sessions in conjunction with board and committee meetings to give directors a deeper understanding of our businesses and operating environment, to address ongoing and emerging issues in the functional areas of board oversight, and to encourage more in-depth discussion in specific areas. The table below lists the education sessions we organized for our directors in 2021.

Month	Topic	Audience/Committee1
February	Climate Change	Board
February	IFRS 17 Update	Audit
February	Real Estate Capabilities & Strategy	Risk
April	Insights from Dr. Robert Livingston on Diversity, Equity and Inclusion	Board
April	Global Real Estate Outlook	Board
April	IFRS 17 Update	Board
April	Sustainability at Sun Life	Board
May	Perspectives on China with Jude Blanchette	Board
May	Capital Intensive Products, Product Design and Product Pricing from a Risk Perspective	Board
May	IFRS 17 Update	Audit
May	Private Fixed Income	Governance, Investment & Conduct Review
May	The Impact of Ratings Migration during 2020	Governance, Investment & Conduct Review and Risk
May	Market Trends in Executive Compensation	Management Resources
May	Environmental, Social and Governance Topics	Management Resources
May	Economics and Psychology of the Black Market	Risk
June	Perspectives on China with Ambassador Dominic Barton	Board
June	IFRS 17/9 Update	Board
August	Update on Cyber Security	Board
August	IFRS 17/9 Update	Audit
August	Update on Tax Landscape	Audit
August	Mortgages	Governance, Investment & Conduct Review and Risk
November	Surfacing Shareholder Value	Board
November	Update on Defined Benefit Solutions	Board
November	IFRS 17/QIS 3 Update	Board
November	IFRS 17/9 Update	Audit
November	The Impact of Climate Change on Investments	Governance, Investment & Conduct Review and Risk
November	Public Fixed Income & Derivatives	Governance, Investment & Conduct Review
November	Political/Geopolitical Risks	Risk
November	Country Risk Framework, including Proposed Risk Appetite	Risk

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

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We also make some of our employee presentations available to the board for their optional viewing. For example, directors were invited to view a discussion on the latest news and updates on the COVID-19 pandemic as well as a panel discussion on the COVID-19 vaccine.

Serving on other public company boards and audit committees

The board has a policy limiting the number of public company directorships that directors should hold. Directors who are employed full-time should hold no more than one other public company directorship and directors who are not employed full-time should hold no more than three other public company directorships.

The board has also adopted a policy limiting the number of board interlocks among our directors. This policy is intended to promote independence and avoid potential conflicts of interest. No more than two directors may serve together on the same board of another public company, and directors may not serve together on the boards of more than one other public company (each, an interlock), without the prior consent of the Governance, Investment & Conduct Review Committee. There are currently no public company interlocks.

Directors are also required to notify the Board Chair, the Chair of the Governance, Investment & Conduct Review Committee, the President & CEO and the Chief Legal Officer prior to accepting a directorship on an additional public, private or not-for-profit board, to provide an opportunity for them to verify that the director continues to have the time and commitment to fulfil his or her obligations to the board and to be satisfied that the director is in compliance with the above policies, including the impact of any public company or other interlocks and no real or apparent conflict of interest would result.

The NYSE corporate governance rules suggest that audit committee members should not serve on more than three public company audit committees. All of the current members of the Audit Committee comply with this standard.

Related party transactions

We are required by the Insurance Companies Act (Canada) and the Trust and Loan Companies Act (Canada) (the Acts) to develop procedures to identify potential or actual transactions with related parties of the company, a group that includes directors and senior officers. We are also required to have our conduct review committee (the Governance, Investment & Conduct Review Committee) review on an annual basis, the related party procedures and their effectiveness in ensuring that we comply with the related party provisions of the Acts and to review any related party transactions requiring regulatory reporting. We have established procedures for a broad range of potential transactions with related parties of the company and in 2021 the Governance, Investment & Conduct Review Committee reviewed these and their effectiveness to ensure that any transactions with related parties of the company that may have a material effect on the stability or solvency of the company are identified (also see page 49).

Strategic planning

The board sets the strategic direction for the company and approves the annual strategic plan, including the company’s purpose statement, and the annual business capital, investment, and sustainability plans. It also reviews the effectiveness of our strategic planning process on a regular basis.

We typically hold in-depth strategy sessions with the board every year at one of our four pillar locations. To prioritize the health and well-being of our directors, officers and employees and in line with directives and guidance from public health authorities, all of our board meetings in 2021 were held virtually, including our strategic planning meeting with the board. As part of the strategic plans and priorities for each of our four business groups, the board focused on the key risks facing the business relating to strategic execution (including the prioritization and management of initiatives and people resources), the changing economic and geopolitical environment, the competitive and regulatory environment, maintaining strong financial discipline and a strong capital position, operational resilience (including information security and data management), and stakeholder and regulatory expectations on climate and social actions. The board also reviewed trends emerging in strategic and financial decision making with a focus on the future of work, demographic and geopolitical shifts, climate change management, including our goal to achieve net-zero greenhouse gas emissions by 2050, sustainability and diversity, equity and inclusion, digital, health, sustained demand for alternative asset classes, and strategic partnerships. Consideration was also given to the alignment of the strategic plan projections with our risk appetite and the uncertainty brought on by the continued COVID-19 pandemic. The Executive Team reviewed and discussed the feedback and perspectives provided by the board and the board then approved the updated strategic plan at its meeting in November.

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

Risk Management Oversight

Our board is ultimately responsible for ensuring the oversight of all risks across the enterprise and has primary responsibility for taking action to ensure risk management policies, programs and practices are in place. By approving our Risk Management Framework and the Risk Appetite Policy, and providing ongoing oversight of the risk management programs, including through the allocation of risk oversight to its four standing committees, the board monitors that the significant risks are appropriately identified and managed. The board of directors also oversees business and strategic risk through review and approval of the business and strategic plans, and regularly discusses key themes, issues and risks emerging in connection with the design or implementation of these plans.

You can find more information about our risk management practices and the oversight provided by the board and the board committees in the description of our board committees beginning on page 45 and in our annual information form and MD&A for the year ended December 31, 2021 which are available on our website (www.sunlife.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov/edgar.shtml).

Sustainability

Our Sustainability Plan focuses on the areas where the company can make the most positive social and environmental impact: increasing financial security, fostering healthier lives and advancing sustainable investing. It also focuses on minimizing Sun Life’s environmental footprint, supporting diversity, equity and inclusion in the workplace, data security and privacy, governance and ethics and risk management. Our Sustainability Report provides information about our sustainability commitments and progress, including our ESG integration and performance, and is available on our website (www.sunlife.com/sustainability).

The board has ultimate oversight of our sustainability and climate change issues, and uses reports from the board committee chairs noted below, and other direct presentations by management and external experts, to decide the nature and extent of its input and to provide challenge, advice and guidance on our enterprise approach to climate change (see also page 26). Our four board committees have oversight over aspects of sustainability and climate change:

• the Governance, Investment & Conduct Review Committee provides oversight of our enterprise-wide Sustainability Policy and sustainability program, including reviewing and recommending approval of the annual Sustainability Report and Sustainability Plan to the board. The Governance, Investment & Conduct Review Committee monitors progress on sustainability plan implementation, goals and targets, including greenhouse gas emissions performance.

• the Risk Committee provides enterprise-wide oversight of the management of current and emerging risks, including of climate-related risks and, broadly, environmental risks. For more detail on the Risk Committee’s role, refer to our annual MD&A available on our website (www.sunlife.com//investors/financial-results-and-reports).

• the Audit Committee has oversight of all financial disclosures in the financial statements and MD&A, including those related to climate change. For more information on our climate-related disclosures, see our TCFD report available on our website (www.sunlife.com/sustainability/sustainability-plan).

• the Management Resources Committee provides oversight of our diversity, equity and inclusion strategy. For more information on our diversity, equity and inclusion at Sun Life, please see our Diversity, Equity and Inclusion Strategy 2025 on our website (www.sunlife.com/sustainability/diversity-and-inclusion).

In 2021, Sun Life appointed the company’s first Chief Sustainability Officer to continue to build on our long-term economic, environmental, and social commitments to design and lead greater sustainability performance for the company.

Succession planning and talent management

The Management Resources Committee has primary oversight of talent development and succession planning for senior management and the President & CEO’s assessments of the other senior officers. The board has primary oversight of talent management, succession planning and the performance assessment of the President & CEO. The Management Resources Committee and the board conduct in-depth reviews of succession options relating to senior management positions and the President & CEO, respectively, and, when appropriate, approves the rotation of senior executives into new roles to broaden their responsibilities and experiences and deepen the pool of internal candidates for senior management positions.

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Annually the Management Resources Committee reviews in detail updated succession plans for Executive Team roles and heads of key control functions. Each committee also reviews the talent and succession plans relevant to their specific functions and responsibilities.

Over the course of the year, the board will typically have direct exposure to over 100 senior executives as they present on their part of the company’s activities.

Subject to the restrictions imposed in response to the COVID-19 pandemic in 2020 and 2021, at least once each year, the board will host a social event that includes members of management below the Executive Team. These events allow the board to interact and build relationships with high performance and high potential employees who are our future leaders.

Assessing the board

The board, board committees and individual directors participate in an annual assessment process. In October 2020, the board retained an independent consultant to facilitate its assessment process in 2021. Assessment surveys and interview guidelines were developed by the independent consultant, in conjunction with the Board Chair and the Chair of the Governance, Investment & Conduct Review Committee with the objectives of:

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

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

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

• enhancing the working relationship among board members and between the board and management

•  all directors and certain senior executives completed comprehensive quantitative and qualitative written assessment surveys •  the independent consultant conducted follow up one-on-one interviews to elicit feedback	•  the independent consultant analyzed the feedback and prepared assessment reports for each committee and committee chair, each individual director, the Board Chair, and a summary report of assessment results for the review of the Board Chair and the Chair of the Governance, Investment & Conduct Review Committee •  the Board Chair conducted one-on-one meetings with each director to review their individual assessment report and/or committee chair report and to receive candid feedback •  the Chair of the Governance, Investment & Conduct Review Committee provided feedback to the Board Chair on his assessment results and to discuss the assessment reports •  each committee reviewed and discussed their respective committee reports	•  the independent consultant reported on the assessment results at the board’s meeting in May 2021, including themes and recommendations coming out of the effectiveness review •  the board discussed the assessment results and recommendations and identified priorities and action items to improve the effectiveness of the board •  reports and peer reviews are taken into consideration during the director re-nomination process and committee chair appointment process

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Internal control and management information systems

The board has approved a comprehensive Internal Control Framework that codifies the company’s existing system of internal controls set out in policies and related documents. The Internal Control Framework is based on Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Audit Committee reviews and monitors the effectiveness of our internal control and management information systems and receives regular reports on internal control from management, including corporate oversight functions in the actuarial, finance, and internal audit departments. This oversight provides reasonable assurance of the reliability of our financial information and the safeguarding of assets.

Shareholder engagement and communications

The Board believes it is important to have constructive engagement with the company’s shareholders to allow shareholders to express their views. Sun Life has well developed practices to facilitate constructive engagement with its investor base. The table below outlines the key contacts and methods that shareholders can use to engage with Sun Life and access important information:

Board of Directors	The Board Chair or his or her designate may communicate from time to time with shareholders, regulators, rating agencies and corporate governance-focused coalitions in connection with governance-related matters, including the results of the annual advisory vote on executive compensation. All such communications are reported to the board of directors no later than its next regularly scheduled meeting. Shareholders can contact the Board Chair as indicated below under “Contacting the Board”.
Senior Management	The President & CEO, the Chief Financial Officer, the Head of Investor Relations and Capital Markets, and/or other senior management meet regularly with financial analysts and institutional investors, and senior management has recently engaged with institutional investors on topics such as strategic direction, sustainability, diversity, equity and inclusion and engagement with Indigenous communities. Senior management of the company also engages with shareholders and other stakeholders through executive presentations and by way of special events and announcements. On March 18, 2021, these additional opportunities for engagement included an Investor Day hosted by SLF Inc. and SLC Management (part of our Asset Management pillar), participation and presentations at peer led financial services conferences and summits and institutional investors’ conferences. Shareholders can contact senior management as indicated below under “Contacting Investor Relations” and can refer to our Investor Relations website at: https://www.sunlife.com/Global/Investors for more information on upcoming presentations and engagements.
Investor Relations	Investor Relations provides shareholder resources including analyst coverage information, financial strength ratings, annual financial information and governance and sustainability practices information. Shareholders can contact Sun Life’s Investor Relations as indicated below under “Contacting Investor Relations”.
Shareholder Services	Our Shareholder Services team focuses on serving the needs of individual shareholders of the company and engages with our shareholders either directly or through our transfer agent, on matters related to annual meeting materials, dividend payments, tax receipts and the management and escalation of shareholder inquiries and complaints. In addition, our Shareholder Services team proactively operates asset reunification programs from time to time to find lost shareholders entitled to unclaimed shares and dividends. Shareholders can contact SLF Inc.’s Shareholder Services team or its transfer agent as indicated below under “Shareholder contacts”.

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Live Broadcasts Management conducts live webcasts of quarterly earnings release conference calls which are accessible to the shareholders and other interested parties, and the company’s annual meeting of shareholders may also be viewed by webcast and shareholders may submit questions through the webcast.  

Contacting the Board

Shareholders and other interested parties can contact the directors and the company directly to give feedback:

Board of Directors

Sun Life Financial Inc.

1 York Street, 31^st Floor

Toronto, Ontario, Canada M5J 0B6

Email:     boarddirectors@sunlife.com

Contacting Investor Relations

Investor Relations

Sun Life Financial Inc.

1 York Street, 29^th Floor

Toronto, Ontario, Canada M5J 0B6

Email:     investor.relations@sunlife.com

Disclosure policy

The board reviews and approves the content of all major disclosure documents including the annual and interim financial statements, MD&A, earnings news releases, the annual information form and this Circular.

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

The table below lists our corporate governance documents and when they are reviewed. All of them are available on our website (www.sunlife.com). Our Code is also available on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov/edgar.shtml).

Corporate governance document	Review cycle
Board of Directors charter and committee charters	Annually
Position descriptions for directors, including the Board Chair and the committee chairs	Annually
Statement of Corporate Governance Policies and Practices	Annually
Director Independence Policy	Annually
Code of Conduct	Annually, in-depth review at least every three years
Board Diversity Policy	Annually
Director Recruitment Guidelines	Annually

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Shareholder contacts

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

For shareholders residing in Canada:	For shareholders residing in the U.S.A.:
TSX Trust Company P.O. Box 700, Station B Montreal, Quebec, Canada H3B 3K3	American Stock Transfer & Trust Company, LLC 6201 15th Ave Brooklyn, New York 11219 U.S.A.

  Phone:

    
  Email:     Canada: 1-877-224-1760     International:  1-416-682-3865     sunlifeinquiries@tmx.com                                 Phone:

      Email:     U.S.: 1-877-224-1760     International: 1-416-682-3865     sunlifeinquiries@tmx.com

Additional contact information for other regions is available at www.sunlife.com/shareholdercontacts

For other shareholder inquiries, please contact:

Shareholder Services

Sun Life Financial Inc.

1 York Street, 31^st Floor

Toronto, Ontario, Canada M5J 0B6

Email:        shareholderservices@sunlife.com

Shareholder proposals

We did not receive any shareholder proposals for consideration at the meeting.

Shareholder proposals for our 2023 annual meeting must be sent to us in writing. We must receive them by 5:00 p.m. (Toronto time) on December 16, 2022 to consider including them in our management information circular for the 2023 meeting.

Send the proposal to the Corporate Secretary at Sun Life Financial Inc.

Fax: Email: Mail: 416-585-9907 boarddirectors@sunlife.com 1 York Street, 31^st Floor Toronto, Ontario, Canada M5J 0B6

Board committees

The board’s four standing committees are:

• Audit Committee

• Governance, Investment & Conduct Review Committee

• Management Resources Committee

• Risk Committee

The board delegates work to its committees to fulfil its responsibility to supervise the management of the business and affairs of the company. The committee charters are reviewed at least annually and updated as required. All standing committees are comprised entirely of independent directors as defined in our Director Independence Policy.

The committees meet prior to board meetings at which the annual business plan and our annual and quarterly financial results are reviewed and approved, and at other times as required or appropriate.

The Board Chair and the committee chairs review and approve the agenda for each committee meeting. Agendas are developed using the forward agenda and items noted for consideration or follow-up at prior meetings. The committees hold private meetings with individual members of management, including the heads of key control functions at the beginning and/or end of each meeting, discuss reports prepared by management, and then meet in private at the end of each meeting. Each committee chair reports to the board on the committee’s deliberations and any recommendations that require board approval.

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  Audit Committee (AC) Report

The AC is responsible for assisting the board in overseeing the integrity of financial statements and related information provided to shareholders and other stakeholders, compliance with financial regulatory requirements, adequacy and effectiveness of the internal controls implemented and maintained by management, and assessing the qualifications, independence and performance of the external auditor. Management is responsible for preparing our consolidated financial statements and the reporting process. Deloitte is responsible for auditing our annual consolidated financial statements in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board in the U.S., and the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board in the U.S.

Independence •  All AC members are independent and meet the additional independence standards for audit committee members in our Director Independence Policy (see page 29). •  Each of Mss. Mallovy Hicks and Stymiest has the necessary qualifications to be designated as an “audit committee financial expert” as defined by the U.S. Securities and Exchange Commission (SEC) and has the accounting or related financial management experience required under the rules of the NYSE •  All AC members are “financially literate” within the meaning of the rules of the Canadian Securities Administrators on audit committees and the corporate governance listing standards of the NYSE   Meetings •  Met 5 times in 2021 •  Met routinely in private with each of Deloitte, the Chief Financial Officer (CFO), the Chief Auditor and the Chief Actuary and met in private at each meeting •  Meets privately with the Chief Risk Officer and Chief Compliance Officer, as appropriate Performance The members of the AC are satisfied with the committee’s mandate and that it met the terms of its charter in 2021

Key    Responsibilities

2021 Highlights

Financial Reporting and Controls

ü reviewed our principal accounting and actuarial practices and policies and management’s accounting estimates and judgments with management and Deloitte ü reviewed regular reports from management on IFRS developments and received updates on IFRS 17 and 9 implementation plans ü reviewed the following documents with management and Deloitte, and recommended them to the board for approval: annual consolidated financial statements, quarterly unaudited consolidated financial statements, MD&A and earnings news releases on our annual and quarterly results (Filings) ü reviewed disclosures in the MD&A in line with the recommendations of the TCFD ü considered emerging industry, regulatory and accounting standards and the possible impact on the company’s principal accounting practices and policies, including consideration of the use of non-IFRS measures

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Key    Responsibilities	2021 Highlights
	ü reviewed with management any adjustments to reported net income to ensure underlying net income assists management, investors and other stakeholders to understand the company’s underlying business growth and performance ü reviewed with management significant events impacting the Filings, including the COVID-19 pandemic ü reviewed reports from management on the effectiveness of our disclosure controls and procedures, internal control over financial reporting, including the impacts of a work-from-home environment, and the attestation by Deloitte of the effectiveness of our internal controls ü reviewed reports from management on approaches to sustainability reporting, talent, and Finance technology infrastructure ü reviewed and recommended to the board for approval amendments to the internal control framework ü received updates on tax matters ü received an independent third party actuarial peer review of 2020 year-end policy liabilities, and an update on recommendations in the peer review ü reviewed quarterly reports from the Chief Actuary on method and assumption changes and management actions and their impacts ü reviewed an annual report on Provisions for Adverse Deviations (PfADS) in our actuarial liabilities
External Auditor	ü conducted the annual evaluation of the external auditor and recommended their re-appointment to the board for approval ü reviewed and accepted the independence of the external auditor, including timing and implementation of the rotation of the lead audit partner, and reviewed and approved the restricting use of external auditor policy ü reviewed and approved the overall scope of the annual audit plan and necessary resources and recommended the plan to the board for approval ü reviewed and approved the scope and terms of the external auditor’s engagement and reviewed and recommended their engagement letter and remuneration to the board for approval ü reviewed the results of audits and opinion of the external auditor with respect to our financial statements, including areas identified as significant audit risks, having significant management judgment, and other notable matters ü reviewed the external auditor’s ESG and diversity, equity and inclusion commitments and initiatives and use of technology solutions
Internal Audit The Chief Auditor reports on a functional basis to the AC chair	ü reviewed the scope of the 2022 Internal Audit plan with management and the Chief Auditor, and approved the budget and staffing resources proposed for executing the plan and recommended the plan to the board for approval ü received reports on Internal Audit’s talent strategy and resource augmentation plans ü reviewed quarterly reports from the Chief Auditor on audit activities, findings and recommendations and the adequacy and effectiveness of internal control, risk management and governance processes across the first and second lines of defence
Governance, Resourcing and Talent	ü received reports from the Chief Compliance Officer on compliance matters within the committee mandate, including compliance with the Code and whistleblowing program ü received updates on litigation matters ü reviewed and was satisfied with the independence of the Internal Audit function ü reviewed and approved the mandates of the CFO, the Chief Auditor, and the Chief Actuary and their functions organizational structures, reviewed the appropriateness of resources and assessed the effectiveness of their functions ü reviewed the succession plans for the CFO, the Chief Auditor, and the Chief Actuary ü reviewed and approved the annual objectives of the CFO, the Chief Auditor, and the Chief Actuary and assessed their annual performance

The AC charter can be found on our website (www.sunlife.com). You can find more information about the AC in our 2021 annual information form which is filed with the Canadian securities regulators (www.sedar.com) and on EDGAR (www.sec.gov/edgar.shtml).

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  Governance, Investment & Conduct Review Committee (GICRC) Report

The GICRC is responsible for assisting the board in: developing effective corporate governance guidelines and processes, including processes to assess the effectiveness of the board and its committees. It reviews and monitors the Company’s Investment Plan and investment performance; and oversees investment practices, procedures and controls related to the management of the general fund investment portfolio. The GICRC assists the board with its oversight over the Company’s sustainability reporting and Sustainability Plan. In addition, the GICRC meets with the senior business and functional leaders who have first-line responsibility for compliance and compliance management programs, oversees the effectiveness of the second-line compliance function, oversees compliance with legal and regulatory requirements and the identification and management of regulatory risk, and oversees the development of policies and processes to sustain ethical behaviour.

Independence All members of
the GICRC are independent Meetings •  Met 7 times in 2021   •  Routinely held separate private meetings with the Chief Compliance Officer and the Chief Investment Officer and met in private at each quarterly meeting   Performance The members of the GICRC are satisfied with the committee’s mandate and that it met the terms of its charter in 2021  

Key    Responsibilities	2021 Highlights
Corporate Governance Guidelines and Processes	ü reviewed corporate governance developments and assessed current corporate governance practices and recommended to the board approval of our statement of corporate governance policies and practices ü reviewed subsidiary board governance activities, policies and processes ü reviewed corporate governance disclosure in the meeting materials for the annual meeting and the annual information form ü received an annual report on our philanthropic program
Board Administration Board and Assessment	ü reviewed and recommended to the board approval of our policies regarding board diversity and director independence ü reviewed and recommended to the board updates to the board and committee charters and approval of position descriptions for the Board Chair, Committee Chairs and Directors ü reviewed the process for assessing the effectiveness of the board and its Committees by an independent consultant
Recruitment, Nomination, Orientation and Education of Directors	ü reviewed and recommended the nomination for election/appointment of four new directors to enhance the skills, experience and expertise on the board, complement the existing board composition and enhance board diversity ü reviewed and recommended updates to the director recruitment guidelines and directors’ skills matrix ü assessed the independence of directors and reviewed and made recommendations to the board relating to board and committee composition ü reviewed and recommended approval of the management information circular, voting policyholders booklet, forms of proxy and the annual information form ü received updates on improvements made to the orientation program for new directors and education programs for current directors

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Key    Responsibilities	2021 Highlights
Sustainability you can find our Sustainability Report on our website (www.sunlife.com/sustainability)	ü reviewed reports on our sustainability strategy, initiatives, and practices and reviewed and approved the annual Sustainability Report ü reviewed and recommended to the board approval of Sun Life’s 2022 Sustainability Plan
Investments	ü reviewed investment strategy, actions and performance for the general account and the company’s asset management businesses ü reviewed reports on significant investment transactions ü received presentations and updates on commodities and real estate exposures, de-risking plans and the company’s credit risk profile in light of macro-economic developments ü received reports from the Chief Credit Risk Officer on market outlook, including investment risks and credit events impacting the company’s asset portfolio ü discussed investment strategy and reviewed and recommended to the board approval of the annual investment plan ü reviewed reports and received presentations on topics including an update on the impact of ratings migration during 2020 and the impact of climate change on investments
Oversight of Compliance	ü received regular reports from the Chief Compliance Officer on Compliance risk assessments, Compliance risk controls assessment, key compliance matters, including compliance with applicable laws and regulations, anti-money laundering, market conduct, business conduct, privacy and anti-bribery and anti-corruption ü reviewed and approved the annual Compliance plan ü received updates on key regulatory developments and key regulator interactions ü reviewed policies and programs to monitor compliance with legal and regulatory requirements ü received an annual report from Internal Audit as to the effectiveness of the company’s anti-money laundering and anti-terrorist financing controls
Ethics & Conduct Review/Related Party Transactions	ü received reports on the Code of Conduct program, whistleblowing and ethical conduct ü received and reviewed a report on the effectiveness of the company’s procedures and practices to ensure compliance with regulations relating to related party transactions and that any transaction with related parties of the company that may have a material effect on the stability or solvency of the company are identified
Resourcing and Talent	ü reviewed and approved the mandates of the Chief Investment Officer and the Chief Compliance Officer and the organizational structures of their functions, reviewed the appropriateness of resources and assessed the effectiveness of their functions ü reviewed the succession plans for the Chief Investment Officer and the Chief Compliance Officer ü reviewed and approved the annual objectives of the Chief Investment Officer and Chief Compliance Officer and assessed their annual performance

The GICRC charter can be found on our website (www.sunlife.com).

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  Management Resources Committee (MRC) Report

The MRC is responsible for assisting the board with oversight of succession planning for senior executive positions and programs to effectively attract, retain, develop and reward employees. It provides guidance to management on advancing the talent agenda to achieve strategic objectives and foster Sun Life’s culture. The MRC reviews incentive designs and governance of material incentive programs against alignment with business objectives and avoiding excessive risk taking. The MRC reviews the implications of key enterprise risks, including human resources risks pertaining to compensation design and human resources practices. In addition, the MRC reviews compensation matters, including the remuneration of executives who have a material impact on the risk exposure of the company.

Independence All members of the MRC are independent and meet the additional independence standards set out in our Director Independence Policy   Meetings •  Met 6 times in 2021   •  Met in private at the beginning of each quarterly meeting and again after it reviewed reports from its independent advisors and management.   •  Held private sessions with the Executive Vice-President, Chief Human Resources & Communications Officer and the independent compensation consultant at each quarterly meeting   •  There is cross-membership between the MRC and the risk committee   Performance The members of the MRC are satisfied with the committee’s mandate and that it met the terms of its charter in 2021

Key    Responsibilities	2021 Highlights
Succession and Appointments	ü  conducted an in-depth review of succession options for senior management positions, including at MFS Investment Management, and reviewed development plans for succession candidates with added attention to Executive Team succession and operating model in light of President & CEO transition ü  recommended the appointments of the new successors for the President, Sun Life Asia and the Executive Vice-President and Chief Financial Officer who joined the Executive Team in 2021 ü  completed the periodic review of the process for appointing an interim President & CEO
Talent Development, Diversity, Equity & Inclusion, Employee Engagement and Culture	ü  reviewed the talent pipeline strength, methodology, metrics and results, including talent priorities in the COVID-19 environment ü  reviewed the talent development strategy ü  discussed employee relations and engagement matters ü  reviewed the results of employee culture and engagement surveys and the major themes that require action, including impacts from the COVID-19 pandemic ü  reviewed progress against our diversity, equity and inclusion strategy, including an update on gender pay equity, pay equity for diverse employee groups and diversity commitments ü  reviewed the future of work and return to office strategy ü  monitored the human resources risk dashboard and reviewed trends emerging from the Covid-19 pandemic, including employee wellbeing and engagement, productivity and innovation for remote work, and diversity, equity and inclusion ü  received an in-depth report on talent in Asia

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Key    Responsibilities	2021 Highlights
Executive Compensation	ü  recommended to the board appropriate compensation for the outgoing President & CEO based on our corporate performance and his leadership in 2020 ü  recommended appropriate compensation for the incoming President & CEO for 2021 ü  reviewed compensation recommendations for the Corporate Executive Vice-Presidents, Business Group Presidents, control function heads and other Material Risk Takers, including for the new President Sun Life Asia and the Executive Vice-President and Chief Financial Officer ü  reviewed long-term incentive (LTI) plan and annual incentive plan (AIP) assessment updates ü  recommended to the board for approval the AIP targets for 2021 and salary budgets for 2022 ü  reviewed and approved executive compensation policies and programs, including retirement and benefit arrangements ü  reviewed the application of our compensation principles in the context of the Covid-19 pandemic ü  received and considered the implications of reports from the independent executive compensation advisor, including reports on market trends in executive compensation and ESG metrics in incentive plans
Retirement Plan Governance	ü  reviewed an annual assessment of worldwide retirement and savings plans and related governance policies
Governance and Risk	ü  reviewed and considered market trends and key issues in executive compensation and governance, including asset management compensation trends, compensation actions related to the Covid-19 pandemic, ESG metrics in incentive plans, quantum of CEO pay, pay-for-performance analysis, gender pay equity, and peer group analysis ü  met with the Chief Risk Officer to review risk performance and management for consideration in compensation assessments ü  considered the implications of key risks (including human resources risks) across the enterprise on compensation programs and human resources practices ü  reviewed the design, approval and governance of material incentive programs to ensure they do not encourage excessive risk taking, as well as an overview of the design and operation of all compensation plans ü  reviewed the Chief Internal Auditor’s assessment of our compensation programs against OSFI’s expectations and the Financial Stability Board’s Principles for Sound Compensation Practices ü  reviewed key aspects of the compensation frameworks for an M&A transaction
Resourcing and Talent	ü  reviewed and approved the mandate of the Executive Vice-President, Chief Human Resources and Communications Officer, reviewed the succession plan, appropriateness of resources and the organizational structure of the function ü  reviewed and approved the annual objectives of the Executive Vice-President, Chief Human Resources and Communications Officer and assessed her annual performance ü  evaluated the independence, appointment and terms of engagement for the independent compensation advisor

The MRC charter can be found on our website (www.sunlife.com).

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  Risk Committee (RC) Report

The RC’s primary functions are to assist the board with oversight of the management of current and emerging risks enterprise-wide, and of the risk management function to ensure that management has in place programs, policies, processes and controls designed to identify and effectively manage the significant risks to which the Company is exposed and has sufficient capital to underpin those risks. It reviews and approves all risk management policies and reviews compliance with those policies. In addition, where the board has delegated risk oversight to other committees of the board, the RC provides the board with an integrated view of oversight of risk management across all board committees. The RC regularly monitors the Company’s risk profile to ensure it is within the agreed risk appetite and that the Company’s capital position exceeds regulatory capital requirements, and monitors and recommends to the board for approval, the specific risk limits allocated to the businesses and the annual Capital Plan.

Independence All members of
the RC are independent Meetings •  Met 5 times in 2021   •  Routinely held separate private meetings with the Chief Risk Officer and met in private at the beginning and conclusion of each quarterly meeting   •  Met in private with the Chief Credit Risk Officer periodically   Performance The members of the RC are satisfied with the committee’s mandate and that it met the terms of its charter in 2021  

Key    Responsibilities

2021 Highlights

Oversight of Risk Management

ü reviewed the emerging and top risks facing our business activities and the controls being applied to mitigate risks ü received regular briefings and held regular discussions on emerging industry, regulatory and risk management issues and governance trends, including political/geopolitical risks ü received quarterly reports from Internal Audit on the effectiveness of controls within the business and risk function and Internal Audit’s annual opinion on risk governance ü reviewed and recommended board approval of amendments to the Risk Management Framework and Risk Appetite Policy, and periodically reviewed and approved amendments to policies for the management and control of risk ü reviewed reports on compliance with risk policies, including risk limits, and monitored related management actions ü reviewed risk monitoring programs and quarterly reports on risk monitoring activities, including those related to risk appetite, asset liability management risk, product risk, investment and market risks, operational risks and insurance risks to ensure the risk profile remained within the risk appetite ü reviewed regular reports on information security matters and cyber security risks ü reviewed reports and received presentations on topics such as: real estate capabilities and strategy, the impact of ratings migration in 2020, country risk framework, and the impact of climate change on investments ü reviewed quarterly stress testing reports including future considerations for macroeconomic and pandemic related stress scenarios

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Key    Responsibilities	2021 Highlights
	ü reviewed specific risk reports to provide an integrated view of the oversight of risk management programs to the board, including •  risk considerations under the company’s business plan •  risk considerations in the strategic plan at its annual strategy session •  risk monitoring activities related to investment and market risks •  the implications of the management of key risks across the enterprise on compensation programs at the Management Resources Committee
Oversight of Capital, Liquidity & Treasury Management	ü reviewed quarterly reports on the liquidity position of the company and confirmed compliance with the agreed upon risk limits ü reviewed quarterly with management our current and forecasted capital position and financial strength along with sensitivities to certain market conditions, and made recommendations to the board about allocation of capital, dividends, debt and security issuances/redemptions, including the issuance of limited recourse capital notes ü reviewed quarterly local capital ratios, dividends and capital injections for local regulated operations ü reviewed quarterly updates on capital market trends including cost of new issuances, current coupon levels and interest coverage and leverage ratios ü reviewed and recommended to the board approval of the annual capital plan ü reviewed and recommended to the board approval of authorizations related to credit facilities and the issuance of debt securities, class A shares and common shares of SLF Inc. into the Canadian market ü reviewed and recommended board approval of amendments to the Capital Risk Policy and Capital and Liquidity Management Framework ü received reports on historical and current sources and uses of capital and key drivers influencing capital generation in the business and a report on management’s target operating capital ratio outlining the purpose of the ratio, how calculated, tracked and monitored ü reviewed the results of Financial Condition Testing (FCT) and the company’s own risk and solvency assessment (ORSA) and recommended to the board approval of internal and operating capital targets in accordance with OSFI guidelines
Resourcing and Talent	ü reviewed and approved the mandates for the Chief Risk Officer and the Chief Credit Risk Officer and their organizational structures, reviewed the appropriateness of resources and assessed the effectiveness of their functions ü reviewed the succession plans for the Chief Risk Officer and the Chief Credit Risk Officer ü reviewed and approved the annual objectives of the Chief Risk Officer and Chief Credit Risk Officer and assessed their annual performance

The RC charter can be found on our website (www.sunlife.com).

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Director compensation

Compensation discussion and analysis

Our philosophy, approach and process

We have two primary compensation objectives:

• to align directors’ interests with the interests of our shareholders

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

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

We compare the target pay for our directors (excluding the Board Chair and the President & CEO) against the total compensation (annual retainer and meeting fees) paid to directors of Canadian financial services sector peers. We determine the median pay for the “typical director” at other financial institutions by reviewing publicly available information from our peer group (see below). We calculate the amount that a typical director at each financial institution would receive in a year assuming an equal number of board and committee meetings at each institution and an equal number of committee memberships for each director. We also benchmark the total compensation paid and trends in director compensation using a broad survey of the public companies included in the TSX60 and a review of U.S. peers. We use these comparisons to assess the competitiveness of our directors’ compensation program every two years.

We benchmark pay for the Board Chair against the compensation paid to the chairs of companies in our peer group. The median total compensation among peer board chairs is used as a baseline to assess the competitiveness of the Board Chair’s compensation. The Governance, Investment & Conduct Review Committee also considers other qualitative factors when making recommendations to the board on the Board Chair’s compensation.

Our peer group is made up of six major Canadian banks and two insurance companies.   We selected these companies as peers because they are leading financial services organizations in Canada that we believe recruit director candidates with similar skills and experience as we seek. •  Bank of Montreal •  CIBC •  Canada Life •  Manulife Financial •   National Bank of Canada •   RBC •   The Bank of Nova Scotia •   The Toronto-Dominion Bank

The Governance, Investment & Conduct Review Committee considers the responsibilities and time commitment required to be an effective director as well as the competitiveness of our program relative to our peer group and makes recommendations to the board.

Program structure

Directors receive an annual retainer, committee retainers and travel fees for serving on the boards of SLF Inc. and Sun Life Assurance. The cost is shared equally between the two companies. Directors are also reimbursed for travel and other expenses they incur to attend our board and committee meetings. Committee chairs receive an additional retainer because of their increased responsibilities.

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

Mr. Strain does not receive any director compensation because he is our President & CEO. Details regarding Mr. Strain’s compensation can be found in the Executive Compensation section of this Circular beginning on page 58.

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Directors’ Compensation

The Governance, Investment & Conduct Review Committee reviews director compensation every two years. In 2020, the Governance, Investment & Conduct Review Committee retained Meridian Compensation Partners (Meridian), an independent compensation consultant, to provide a competitive review of our director compensation program. Meridian used data from our peer group and data from a 2019 Meridian survey of the TSX60 and a review of U.S. peers. Based on Meridian’s analysis the Governance, Investment & Conduct Review Committee recommended, and the board approved, changing the minimum amount of the Board Chair’s annual retainer he is required to receive in DSUs, from at least $140,000 to at least $220,000 in DSUs, effective January 1, 2021. There were no other changes to the director compensation structure.

The table below shows the directors’ compensation structure for 2021:

Compensation	Amount ($)
Board Chair’s retainer	440,0001
Directors’ retainers	225,0002
Committee chairs’ retainers	45,000
Committee members’ retainers	10,000
Travel fees	1,500 – 3,000 / meeting3

¹  $220,000 of which must be received in DSUs with the balance to be received in cash, DSUs and/or shares.

²  $120,000 of which must be received in DSUs with the balance to be received in cash, DSUs and/or shares.

³  Travel fees are (i) $1,500 when travel time for a round trip was two to six hours and (ii) $3,000 when travel time for a round trip was six hours or more.

The directors are required to receive at least $120,000 of their retainers in DSUs (approximately 53% of their annual director retainer) and the Board Chair is required to receive at least $220,000 of his retainer in DSUs. Directors can choose to receive the balance of their compensation in any combination of cash, additional DSUs and common shares of SLF Inc. acquired on the open market. Directors cannot exercise their DSUs until they leave the board. All DSU awards are paid out in cash.

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

Share ownership guidelines

We believe it is important for our directors to have a significant stake in the company to align their interests with those of our shareholders.

Directors (other than Mr. Strain) must own at least $735,000 (7x the cash portion of the independent director base retainer) in common shares and/or DSUs within five years of joining the board. Directors may not engage in equity monetization transactions, including pledges or hedges involving securities of SLF Inc. (see page 72).

As President & CEO, Mr. Strain has separate share ownership requirements which are described on page 72.

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Share ownership

The table below shows the common shares and DSUs each director (other than Mr. Strain) held as of February 28, 2022 and March 1, 2021, the portion of their base retainer they chose to receive in common shares or DSUs (excluding the portion of the annual board retainer that is automatically paid in DSUs) and the percentage of total annual board retainer received in common shares or DSUs.

Director	Year		Number of common shares		Number of DSUs		Total number of common shares and DSUs		Total value of common shares and DSUs ($)		Guideline met (✓) or value ($) requiredto meet guideline		Portion chosen as common shares  or DSUs(%)1			Total received in common shares or DSUs (%)2
William D. Anderson		2022		15,600		36,495		52,095		3,472,653		✓		–			50
		2021		15,600		31,940		47,540		2,929,890		✓		–			50
		Change		0		4,555		4,555		542,763
Deepak Chopra		2022		250		2,451		2,701		180,049		554,951		100			100
		2021		250		0		250		15,408		719,592		100			100
		Change		0		2,451		2,451		164,641
Stephanie L. Coyles		2022		12,000		12,191		24,191		1,612,572		✓		–	3		53	3
		2021		11,000		9,822		20,822		1,283,260		✓		–	3		53	3
		Change		1,000		2,369		3,369		329,312
Martin J. G. Glynn		2022		10,316		28,289		38,605		2,573,409		✓		–			53
		2021		10,316		25,515		35,831		2,208,265		✓		–			53
		Change		0		2,774		2,774		365,144
Ashok K. Gupta		2022		1,481		12,796		14,277		951,705		✓		100			100
		2021		1,481		8,346		9,827		605,638		129,362		100			100
		Change		0		4,450		4,450		346,067
M. Marianne Harris		2022		6,443		47,302		53,745		3,582,642		✓		100			100
		2021		6,224		41,474		47,698		2,939,628		✓		100			100
		Change		219		5,828		6,047		634,014
David H. Y. Ho		2022		227		2,451		2,678		178,515		556,485		100			100
		2021		227		0		227		13,990		721,010		100			100
		Change		0		2,451		2,451		164,525
Helen M. Mallovy Hicks		2022		425		663		1,088		72,526		662,474		100			100
		2021		–		–		–		–		–		–			53
		Change		–		–		–		–
Marie-Lucie Morin		2022		0		0		0		0		735,000		5			56
		2021		–		–		–		–		–		–			–
		Change		–		–		–		–
Scott F. Powers		2022		975		26,636		27,611		1,840,549		✓		100			100
		2021		975		22,720		23,695		1,460,323		✓		50			77
		Change		0		3,916		3,916		380,226
Barbara G. Stymiest		2022		5,000		53,365		58,365		3,890,611		✓		90			95
		2021		5,000		47,486		52,486		3,234,712		✓		90			95
		Change		0		5,879		5,879		655,899

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

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

³  Ms. Coyles uses 100% of her after tax director income to purchase common shares of the company.

The closing value of our common shares on the TSX was $66.66 on February 28, 2022 and $61.63 on March 1, 2021.

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Compensation details

Director compensation table

We paid a total of $2,842,315 to the directors of SLF Inc. and Sun Life Assurance in 2021¹, compared to $2,800,822 in 2020.

Name

Fees earned ($)

Share- based awards ($)

Travel fees ($)

Option- based awards2 ($)

Non-equity incentive plan compen- sation ($)

Pension value ($)

All other compen- sation3 ($)

Total ($)

William D. Anderson

220,000

220,000

–

–

–

–

–

440,000

Deepak Chopra

–

160,865

–

–

–

–

–

160,865

Stephanie L. Coyles

115,000

130,000

–

–

–

–

–

245,000

Martin J. G. Glynn

125,000

120,000

–

–

–

–

–

245,000

Ashok K. Gupta

–

267,885

–

–

–

–

–

267,885

M. Marianne Harris

–

280,000

–

–

–

–

–

280,000

David H. Y. Ho

–

160,865

–

–

–

–

–

160,865

Sara Grootwassink Lewis

55,385

41,538

–

–

–

–

12,888

109,811

Helen M. Mallovy Hicks

34,810

46,413

–

–

–

–

–

81,223

James M. Peck

–

183,750

–

–

–

–

13,091

196,841

Scott F. Powers

80,000

200,000

–

–

–

–

–

280,000

Hugh D. Segal

43,269

41,538

–

–

–

–

10,000

94,807

Barbara G. Stymiest

10,500

269,500

–

–

–

–

–

280,000

TOTAL

2,842,297

¹ Ms. Marie-Lucie Morin’s compensation is not included as she became a director on December 31, 2021.

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

³  The amounts for each of Ms. Lewis and Messrs. Peck and Segal were $10,000 charitable donations made on their behalf when they retired from the board in their local currency.

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

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Executive compensation

This section discusses our approach to executive compensation, how we make decisions, the different components of our programs, what we paid our NEOs in 2021 and the rationale for our decisions. Management prepared the compensation discussion and analysis and compensation details provided below on behalf of the Management Resources Committee (MRC). It was reviewed and approved by the MRC and our board. The executive compensation disclosure includes non-IFRS measures. Additional information concerning these measures is available in Section L - Non-IFRS measures in our 2021 MD&A filed with securities regulators in Canada and with the SEC and available at www.sunlife.com, www.sedar.com and www.sec.gov. All figures are in Canadian dollars unless stated otherwise

Contents

Letter to shareholders		59
Compensation discussion and analysis		63
●	2021 compensation decisions and approvals	63
●	Changes for 2022	64
●	Comparing shareholder value to executive compensation	64
●	Compensation philosophy and approach	66
●	Compensation governance	68
●	Alignment of compensation programs and risk management	69
●	Decision-making cycle	71
●	Our compensation program	72
Compensation details		84
●	Individual pay and performance outcomes	84
●	Summary compensation table	93
●	Incentive plan awards	96
●	Pension benefits	103
●	Termination and change of control benefits	104
●	Aggregate compensation for Material Risk Takers	110
●	Securities authorized for issue under equity compensation plans	111

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Letter to shareholders

To our fellow shareholders:   In 2021, our Clients, employees and advisors continued to feel significant impacts from the on-going COVID-19 pandemic. This reality heightened the importance of our purpose: helping Clients achieve lifetime financial security and live healthier lives. Our employees and advisors around the world showed commitment, creativity, and resilience to deliver for Clients in moments that matter. As a result, we were able to advance key strategic priorities in digital innovation and sustainability, execute multiple strategic transactions, and achieve strong financial results.

This year we continued our investments in digital innovation to further deliver on our promise to put Clients at the centre of everything we do. In Canada, we launched digital tools to support holistic financial planning and streamlined investment applications, and expanded Lumino Health, our digital health care platform, to include new mental health and paramedical services. In the U.S., we launched Health Navigator, a service that engages employees at diagnosis to help improve their entire care experience, and Stitch, a new innovative supplemental health offering that enables members to close coverage gaps by buying directly from Sun Life online or via mobile. In Asia, we built stronger virtual connections between financial advisors and Clients and launched GoWell Studio, a premier digital wellness platform. These digital advances and others make it easier for Clients to access the resources and care they need to achieve positive financial and health outcomes.

At the same time, we deepened our global commitment to sustainability by integrating climate change and sustainable investing strategies into our business strategy. We announced our goal to achieve a 50% absolute reduction of greenhouse gas emissions in our operations by 2030, relative to 2019. As an asset owner and manager, we committed to achieving net zero in our General Account, managed by SLC Management, by 2050. Our other asset management companies, MFS, InfraRed, and BGO joined the Net Zero Asset Managers initiative, pledging to achieve net-zero emissions for their portfolios by 2050. We are proud that for the 12^th consecutive year, we were recognized as one of the world’s 100 most sustainable companies by Corporate Knights.

Throughout the year, we announced acquisitions and actions to advance our strategy and generate value. In SLC Management, we completed the acquisition of a majority stake in Crescent Capital Group LP, a global alternative credit investment manager, and BGO acquired Metropolitan Real Estate Equity Management. These transactions expand the breadth and depth of investment solutions we offer our existing and prospective Clients. In the U.S., we completed the acquisition of Pinnacle Care International Inc., which joined our medical stop-loss business and we announced our intention to acquire DentaQuest, which will position Sun Life as a leading dental benefits provider. In Asia, we launched a 15-year exclusive bancassurance partnership in Vietnam and we unlocked value through a public offering in Aditya Birla Sun Life AMC Limited, our India asset management joint venture. In Canada, we strengthened our strategic partnerships with Dialogue Health Technologies Inc. and CloudMD, to offer virtual care and mental health coaching to our Clients and announced that Canadian Premier Life Insurance Company will acquire our sponsored markets business.

At all times, the health and wellbeing of our employees remained a top priority. In Canada, we are proud to have received Platinum certification in Excellence in Mental Health at Work by Excellence Canada, recognizing that we are a leader in supporting the mental health of our employees. Across the company, we offered support and committed to providing flexibility during the pandemic. Flexible work emerged as highly valued by employees and will form a cornerstone of our employee value proposition as we reimagine the future of work in each business and geography.

Overall, we achieved strong financial results in 2021, with growth in sales, net income, and ROE, and our company continued to show strength, adaptability, and unwavering commitment to our Clients, employees and advisors, and shareholders.

Key Leadership Changes in 2021

Succession planning for the CEO and other senior management is a key responsibility of the board. Over the course of 2021, we executed a carefully planned CEO transition. Kevin Strain was appointed

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President and Chief Financial Officer in February. Mr. Strain worked closely with Dean A. Connor and, in August, following Mr. Connor’s retirement after nearly 10 years of successfully leading your company, Mr. Strain was appointed President and CEO. The transition was seamless, allowing for uninterrupted momentum on all elements of our strategy and purpose.

We appointed Manjit Singh as Executive Vice-President and Chief Financial Officer in March and Ingrid Johnson as President, Sun Life Asia in October, two leaders that bring great depth of international, financial services experience, broad strategic capability, passion for our purpose, and increased diversity to our senior management team. In September, in recognition of the elevated importance of sustainability in our strategy, we appointed Alanna Boyd to a newly created Senior Vice-President and Chief Sustainability Officer role, reporting to the President & CEO, to enable the advancement of our sustainability priorities and outcomes.

The MRC and board pay close attention to talent acquisition, development, engagement, and succession to ensure we have great talent in the right roles to execute our strategy for Clients and shareholders.

Pay for Performance

We align our human capital programs to our business strategy, and regularly review compensation design to ensure it is fair, simple and clearly communicated, and provides incentives that link executive interests with our shareholder and Client interests. Our executives have significant pay at risk, pay outcomes that reflect performance and value created, and total compensation above or below market comparators based on results achieved. Throughout the year, the MRC used our guiding principles (page 67) to assess potential compensation actions to drive our strategy as well as respond to the on-going COVID-19 pandemic. In the following pages, we share our pay outcomes and how they reflect performance in 2021, as well as key governance activities over the past year.

2021 Company Performance Highlights

In 2021, we delivered strong financial performance with underlying net income up 10%, driven by broad-based business growth across our pillars, with particular strength in asset management and wealth. Reported net income is up significantly year-over-year, in part due to favourable market impacts.

Basis	Measure	2021	2020	Year-over-year Change
Reported	Net Income	$3,934 million	$2,404 million	64%
	ROE	17.1%	10.8%	Up 6.3 percentage points
	Earnings per Share	$6.69	$4.10	63%
Underlying	Net Income	$3,533 million	$3,213 million	10%
	ROE	15.4%	14.4%	Up 1.0 percentage points
	Earnings per Share	$6.03	$5.49	10%

	Value	Year-over-year Change
Insurance Sales	$3,674 million	5%
Wealth Sales	$228 billion	3%
Value of New Business (VNB)	$1,346 million	17%
Global assets under management (AUM)	$1,445 billion	15%

• Insurance sales increased 5%, reflecting growth in all business groups and wealth sales increased 3%, driven predominantly by markets in Asia and SLC Management.

• The Value of New Business increased 17%, reflecting strong sales and higher margins across most business groups.

• Assets Under Management grew 15% to over $1.4 trillion, reflecting favourable market movement, the Crescent acquisition, and underlying business growth.

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The chart illustrates annualized total shareholder return (TSR) for the 1-, 3-, 5- and 10-year periods ending December 31, 2021. Our TSR for the 10-year performance period ranks top quartile among global insurance competitors.   We also monitor our performance on Client experience, as assessed by Client Index, our custom Client survey that measures proactive contact, ease of doing business and problem resolution. Overall, our Client Index scores remained solid in 2021, a good outcome given high volumes of calls and claims related to the pandemic. With continued restrictions in many of our markets, we were pleased Clients told us their digital experience is on par with their human connections. We continue to work hard to learn from Client feedback and raise the bar on Client experience going forward.

2021 Compensation Highlights

Over the course of 2021, the MRC executed against its full mandate as outlined on pages 50 to 51. We carefully assessed talent, performance, and compensation programs, practices, and outcomes. We brought an outside, independent, expert opinion to matters related to compensation to ensure the appropriate challenge was in place.

With consideration to our 2021 performance and the recommendations of the MRC, the board approved the following decisions aligning pay to performance, the details of which are shown in the following pages:

• The annual incentive plan (AIP) total company performance factor is 143%, including a negative discretionary adjustment primarily to moderate the cumulative, positive impact of external factors on reported earnings. This result is up from our 2020 factor of 93%, reflecting strong reported and underlying net income and VNB performance, and solid Client results. The CEO and CFO’s payouts are based on this performance factor

• AIP business group performance factors reflect a range of outcomes, with overall 2021 scores all exceeding target. A negative discretionary adjustment, comparable to that applied to the total company, was applied to each business group, to moderate the reported earnings component of the plan. Similar to the total company, results are up from 2020, reflecting strong financial performance and solid Client outcomes. Business group Presidents’ payouts are based on these performance factors, which are detailed on page 74

• The Senior Executive Sun Share Unit Plan (Sun Shares) performance factor is 164%. The factor is formulaic and no discretion was applied to the calculated result. The performance factor of 164% is equal to last year’s performance factor of 164% and reflects strong relative TSR over the performance period of the plan, with very strong results in the most recent 2019-to-2021 period. All named executive officers have some long-term incentive delivered in Sun Shares

• 2021 mid and long-term incentive awards were set and the ultimate value will reflect our performance over the next three to ten years

• 2022 pay and performance targets were set based on our 2022 plan and strategic priorities.

Strong financial performance coupled with solid Client results generated an above-target AIP result, and strong TSR performance relative to our North American financial services peers produced an above-target Sun Share result. Overall, our incentive plans rewarded delivering results in alignment with our strategy and performance. The MRC sought input from the Chief Risk Officer and is confident that these results were achieved without excessive risk taking.

2021 CEO Performance and Compensation

When determining compensation for the CEO, we consider target compensation set with the context of market data, business and individual performance versus annual strategic and financial goals, funding under the compensation plans, and results in the broader context of Client, employee, and shareholder experience. The board’s assessment of the CEO’s performance includes consideration of results versus short, medium, and long-term goals, broader strategic, sustainability and financial performance. Our process seeks input from the CEO through a self-assessment and feedback from all board members. With the transition of Mr. Strain into the CEO role, target setting also considered market practice and appropriate positioning for a newly appointed CEO and performance input incorporated feedback from his direct reports. The MRC considers the board’s performance assessment, reviews compensation history and market information, and seeks input from our independent advisor, in making a compensation recommendation to the board.

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With Mr. Strain’s appointment to President and CFO and subsequently, President and CEO, compensation targets commensurate with each role were recommended by the MRC and approved by the board. Following the year-end review, the MRC recommended, and the board approved annualized TDC for Mr. Strain of $7,248,599 based on the pro-rated compensation target for each role he held during the year. 2021 annual incentive compensation was awarded at $2,185,079, which was 72% above target, based on the 143% total company performance factor and a 120% individual performance multiplier, reflecting his performance throughout the year.

Mr. Strain’s TDC includes a $3,500,000 annual grant of mid and long-term incentives, made in February 2021. A one-time grant of $700,011 was awarded following his appointment to President and CEO, to effectively provide the post-promotion level of long-term incentives from the appointment date until the end of 2021. This one-time grant was made in deferred share units, which are held until departure from the company, to support achievement of new, higher share ownership requirements and promote long-term alignment with shareholder interests.

For the seven months Mr. Connor served as President and CEO, the MRC recommended and board approved total direct compensation (TDC) of $8,141,287. In alignment with our standard practice on retirement, Mr. Connor’s 2021 annual incentive compensation was awarded at $985,479, reflecting a pro-rated target and business and individual performance at 100%. Mr. Connor’s TDC includes a mid-term incentive award of $6,500,000, which was awarded to recognize his leadership and role in supporting a successful transition to Mr. Strain, and to ensure Mr. Connor remained focused on actions that create long-term value for the company during his final year of service. In alignment with market practice, the award was made in 100% Senior Executive Sun Shares, versus our historical practice of 75% Sun Shares and 25% stock options, to acknowledge Mr. Connor’s planned retirement.

The table on page 87 shows the alignment between the compensation outcomes for Mr. Connor and the value created for shareholders over time.

We believe the compensation awarded to Mr. Strain and Mr. Connor appropriately reflects their leadership in executing on our strategy and delivering sustainable, Client-centric, industry-leading, long-term performance. With the input of our independent advisor, we will continue to review Mr. Strain’s compensation to ensure a trajectory that provides incentive, supports fairness, and rewards performance in alignment with our strategy and shareholder and Client interests.

Looking Forward

In addition to our sustainability commitments, in 2021, we announced an increase in our medium-term financial objective for underlying ROE to 16% plus and, as our businesses continue to drive for positive Client impact, we are enhancing our approach to measuring the Client experience. In 2022, we will be reviewing our incentive plans to ensure the design continues to align to our business strategy and key objectives, promote our purpose and drive our ambition: to be one of the best asset management and insurance companies in the world.

Have your Say

In 2021, we received positive feedback (94.5% in favour) on our compensation program, through our advisory vote on executive compensation (‘say on pay’). We thank our shareholders for your continued support and input, which helps us to ensure our decisions and actions align with your expectations.

We aim to provide you with the information that instills confidence in the decisions taken and seek feedback on what more you want to know. We believe that an open dialogue is important and invite you to contact us at boarddirectors@sunlife.com on matters pertaining to executive compensation, and encourage you to continue to take advantage of your ‘say on pay’ again in 2022.

Sincerely,

M. Marianne Harris	Bill Anderson, FCPA, FCA
Chair, Management Resources Committee	Chair of the Board

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Compensation discussion and analysis (CD&A)

2021 compensation decisions and approvals

We evaluate our business performance to assess whether our targets set at the beginning of the year remain appropriate, whether external perceptions of our performance are consistent with the calculated results from our formulae, and the extent to which delivered results could represent one-off events. When determining 2021 AIP payouts, unique circumstances in each business group were considered and some negative discretion was applied to ensure final AIP outcomes aligned with the overall performance of each business.

Kevin Strain’s salary and AIP target were flat for 2022, while his long-term incentive grant increased. The other NEOs received increases to their total target compensation for 2022. LTI awards are forward looking, and recognize the critical role our executives play in providing leadership, managing risk and driving achievement of our ambitious goals for Clients and shareholders. The final payout of these awards depends on the absolute and relative value delivered to shareholders.

As disclosed in last year’s proxy, 2021 salaries, AIP targets, and LTI grants were approved and executed in February 2021. 2021 actual incentive outcomes reflect a range of business and individual performance, in alignment with our compensation principles. We describe annual incentive plan business results on page 102.

The table below summarizes the 2021 compensation decisions for the individuals who are our NEOs for 2021. We describe the plans, payouts and new grants in more detail starting on page 72.

											Long Term Incentives (000s)
					Annual Incentives (000s)						Sun Shares				Options				SLC Manage- ment Phantom Units
	Annualized salary (000s)				Actual		Target				Value Vested  / Paid (2019 grant)		Value Granted		Value Exercised		Value Granted		Value Granted
Named Executive    Officer	2021		2022		2021		2021		2022		2022		2022		2021		2022		2022
Kevin D. Strain President and Chief Executive Officer		1,000		1,000		2,185		1,500		1,500		3,468		4,718		–		1,563		–
Dean A. Connor Former President & Chief Executive Officer		1,100		–		985		1,650		–		11,715		–		11,954		–		–
Manjit Singh Executive Vice-President and Chief Financial Officer		600		650		1,373		800		800		–		1,650		–		550		–
Stephen C. Peacher President, SLC Management		US 580		US 700		US 2,153		US 1,450		US 1,500		US 4,652		US 2,700		US 2,563		US 700		US 3,400
Daniel R. Fishbein President, Sun Life U.S.		US 600		US 600		US 1,235		US 760		US 900		US 2,713		US 1,500		–		US 500		–
Jacques Goulet President, Sun Life Canada		600		600		1,359		755		800		3,187		2,100		–		700		–

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Mr. Strain received a one-time grant of $700,011 DSUs in November 2021 to ensure his pay as President & CEO, which is heavily weighted to long-term share-based incentives, is commensurate with his new role. It was calculated as the additional LTI he would have received for the rest of 2021 at his President & CEO target pay.

Mr. Singh also received grants, to replace value forfeited at his former employer, as follows: a one-time DSU grant of $3,350,065 upon hire to replace pension payments; a one-time stock option grant of $1,000,005 to replace unvested stock options; a one-time Sun Share grant of $3,050,066 to replace performance share units, and $200,000 in cash to replace annual incentives stemming from the different fiscal year in place at his former employer.

In 2022, Mr. Peacher received a one-time long-term incentive grant of US$2,000,000 in Sun Shares and US$2,000,000 in SLC Phantom Units to recognize his critical role in leading the multi-year transformation of SLC Management thus far and to create a powerful incentive to grow the business going forward. The grants cliff vest in 2027 and vesting is contingent upon achieving both financial and strategic goals key to SLC Management’s mid-term strategy. The final number of units vesting can go to zero, if performance is below threshold, and a maximum 125% of units granted, if performance exceeds expectations.

Summaries of performance for each NEO that formed the basis for compensation decisions start on page 84.

The value of the 2019 Sun Share awards paid in 2021 reflects the change in share price, accumulated dividends and application of the 164% performance factor. See page 76 for details about the performance factor for Sun Share awards. Strong payouts on long-term incentives granted in 2019 were based on Sun Life’s strong, sustained absolute and relative total shareholder return vs. a peer group of Canadian banks and North American insurers over the performance period.

Changes for 2022

Management Resources Committee

The MRC conducted its annual review of our compensation programs and no systemic changes were recommended for 2022, given our plans are well aligned to business strategy and a desire to maintain stability in the context of the continuing global pandemic.

Following a year of CEO transition and recognizing an upcoming change in accounting standards, in 2022 we will conduct a comprehensive review of our major incentive plans to ensure they continue to drive key strategic objectives and align executives with the interests of our Clients and shareholders.

With a new President & CEO now in role, the MRC plans to develop and implement a cap on the pension to which Mr. Strain would be entitled at normal retirement. In accordance with our compensation philosophy and approach, this ensures his compensation can be set annually based on performance and in alignment with shareholder interests.

Comparing shareholder value to executive compensation

The graph below compares the cumulative value of $100 invested in Sun Life shares for the five years starting on December 31, 2016 with the value of $100 invested in each of two indices, the S&P/TSX Composite Index and the S&P/TSX Composite Financials Index, for the same period, assuming dividends were reinvested. The graph also shows total compensation, as outlined in the summary compensation table on page 93, for the NEOs (limited to the CEO at year-end, CFO and the next three highest paid NEOs for each year) as a dollar value and indexed to 100 over the same period.

2021 total compensation for NEOs* reflects previously disclosed target changes made in February 2021, higher AIP outcomes across our businesses, and the Canada-US exchange rate.

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Over five years, Sun Life’s returns have outpaced our NEO total compensation growth, and fall between the two indices listed. For more information on the alignment between CEO pay and shareholder value, see page 87.

Year ended December 31	2016		2017		2018		2019		2020		2021
SLF Inc.		100		103		94		127		126		163
S&P/TSX Composite Index		100		108		99		121		128		160
S&P/TSX Composite Financials Index		100		112		102		124		126		172
NEO Total Compensation Index		100		108		121		109		121		155
Total compensation of top-5 paid NEOs (millions)*	$	25.6	$	27.6	$	31.0	$	27.8	$	31.0	$	39.7

* For 2021, includes Kevin Strain and excludes Dean Connor.

Cost of management ratio

The cost of management ratio below expresses total compensation, as outlined in the summary compensation table for the top five most highly paid NEOs* as a percentage of underlying net income attributed to shareholders. This table shows that the cost of management ratio is in line with recent years.

Cost of management ratio	2017		2018		2019		2020		2021
Total Compensation of top-5 paid NEOs (millions)*	$	27.6	$	31.0	$	27.8	$	31.0	$	39.7
Underlying net income attributed to shareholders (millions)	$	2,546	$	2,947	$	3,057	$	3,213	$	3,533
Cost of management ratio		1.1%		1.1%		0.9%		1.0%		1.1%

* For 2021, includes Kevin Strain and excludes Dean Connor.

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Compensation philosophy and approach

What we do

_ü   Take a principles-based approach

• Manage compensation design and decision-making within a set of guiding principles

• Ensure our compensation practices align with Financial Stability Board (FSB) Principles for Sound Compensation Practices and their Implementation Standards

• Benchmark compensation against peer companies

_ü   Align with strategy and long-term shareholder value

• Provide incentive to achieve strategic business priorities, such as our focus on Clients

• Align pay with shareholder experience over the short, mid and long-term

• Align our LTI programs to pay based on a mix of absolute and relative shareholder returns

• Maintain a leading share ownership requirement and share retention policy

• Consider shareholder feedback through annual “say on pay” and other channels

_ü   Pay for performance

• Pay senior executives with a focus on results-based, formulaic at-risk pay (at risk compensation as a percentage of target pay: 87% for the CEO and 78% for the Executive Team)

• Define performance measures in the AIP that reflect value added for stakeholders, and are based on individual and company/business group performance

_ü   Manage risk and ensure sound governance

• The Chief Risk Officer makes an annual presentation to the MRC on the key enterprise risks and their relationship to compensation

• Manage pay mix so that more senior roles have a significant portion of their compensation deferred, much of it tied to multi-year performance

• Regularly audit our compensation programs, including reviews against the FSB Principles and Standards

• Stress-test the designs of our incentive plans to ensure a robust understanding of possible outcomes

• Directly link performance targets in the AIP to the annual business plan approved by the board and aligned with Sun Life’s risk framework

• Use both absolute and relative performance metrics

• Ensure Risk, Compliance and Control considerations are considered prior to payouts via a modifier that is neutral to negative, and can be applied to lower the overall business result to zero if appropriate

• Make LTI contingent upon compliance with post-retirement shareholding requirements

• Apply compensation clawbacks as appropriate

• Retain external independent advice at the board level

• Incorporate caps on payouts in non-sales compensation plan designs and, where appropriate, sales compensation plan designs. Payouts under some plans are designed as a maximum % of financial measures (e.g. earnings)

• Require a Code of Conduct declaration and monitor compliance for all employees

What we don’t do

 _×   No excessive perquisites / no “grossing up”

 _×   No encouraging excessive risk-taking

 _×   No repricing or backdating of stock options

 _×   No hedging or pledging of equity awards

 _×   No single-trigger change of control agreements

 _×   No multi-year guarantees

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  Compensation principles

Our approach to compensation is guided by five principles for designing compensation programs that:

	align to our business strategy, such as our focus on Clients and shareholders
	provide incentive to meet strategic business priorities
	support fairness for all employees, and reward top performance
	are simple and clearly communicated
	ensure alignment with the investor experience of short, mid and long-term performance and create a longer-term ownership mindset for senior leaders, including leading share ownership requirements.

  How we ensure alignment

The following are four ways we ensure our pay and performance are aligned with shareholder interests:

1. at-risk pay (including variable and deferred compensation) accounts for 87% of total compensation paid to our CEO and 78% for the other Executive Team members

2. performance measures in the AIP that reflect value added for stakeholders through earnings, and profitable sales and progress on key Client outcomes across the enterprise that drive shareholder value creation

3. performance targets in the AIP that are based on the annual business plan approved by the board and aligned with the company’s risk framework

4. absolute and relative shareholder returns that are reflected in our Sun Share and LTI programs.

  Our approach to setting compensation

Benchmark against peer companies

• On average, we target compensation at the median (or middle) of pay levels of peer companies and benchmark target total compensation to ensure the target market position for each role is appropriate

• We align perquisites, benefits and pension arrangements with the median of practices among peer companies. The value of these benefits does not fluctuate significantly with business or individual performance

Pay for performance

• At the end of the year, we adjust the actual pay based on achieving both business and individual performance goals. If we deliver superior performance above target, that will result in pay above target market position (in aggregate, the median of the market). Performance below expectations will result in pay below target market position

Align with Sun Life’s strategy

• We use a formal decision-making process that incorporates assessment of performance and value added for shareholders and Clients, benchmarking against peers, independent advice, an annual decision-making cycle and the use of board discretion when appropriate.

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Compensation governance

Management Resources Committee involvement and composition

The MRC oversees compensation design and outcomes, focusing on programs that are considered material to the company. The MRC and board exercise oversight over the compensation programs at MFS Investment Management through approval of the annual salary budget, bonus pool and long-term equity awards.

Composed entirely of independent directors, MRC members have direct experience related to executive compensation, succession planning and risk management. Collectively, they have the expertise required to make decisions on executive compensation and governance.

The profiles of all directors are contained in the section on director nominees starting on page 15. Additional committee-specific information relevant to MRC members is provided below.

• M. Marianne Harris, Chair of the MRC, was the Managing Director and President, Corporate and Investment Banking of Merrill Lynch Canada from 2006 to 2013 and Head of Financial Institutions Group Americas from 2003 to 2006 in New York. Ms. Harris has expertise in governance, stakeholder relations, risk and regulation and considerable experience in the design and administration of compensation programs as well as the governance and operation of executive compensation. She is currently on the pension committee of Loblaw Companies Limited and a director of the Public Sector Pension Investment Board. Ms. Harris served on the human resources committee of Hydro One Limited from 2015 to 2018 and the human resources and compensation committee of Agrium Inc. from 2014 to 2015. She was Chair of the Board of the Investment Industry Regulatory Organization of Canada from 2012 to 2018.

• Stephanie L. Coyles was Chief Strategic Officer at LoyaltyOne from 2008 to 2012 and a partner at McKinsey & Company Canada from 2000 to 2008. Ms. Coyles has expertise in governance, risk management, and talent and culture, including knowledge of and experience with compensation plan design and administration, leadership development and talent management, succession planning and organizational design. She is currently on the human resources and compensation committee of Corus Entertainment Inc. and served on the human resources committee of Hudson’s Bay Company from 2019 to 2020.

• Martin J. G. Glynn is Chair of the Public Sector Pension Investment Board (PSPIB). He was President and Chief Executive Officer of HSBC Bank USA from 2003 to 2006 and President and Chief Executive Officer of HSBC Bank Canada from 1999 to 2003. In those roles he had responsibility for human resources and compensation matters in Canada and the U.S. Mr. Glynn served on the compensation committee of Husky Energy Inc. from 2009 to 2021 and was a member of the human resources and compensation committee of the PSPIB from 2014 to 2018 when he became the Chair of PSPIB. Mr. Glynn also chaired the human resources and compensation committee of PSPIB from 2017 to 2018.

• Ashok K. Gupta has 40 years of experience in the insurance and financial services industry in the UK, holding a number of senior executive, advisor and actuarial positions. He was an advisor to the Group Chief Executive Officer of Old Mutual plc from 2010 to 2013, Operating Partner of the Pearl Group plc (now Phoenix Group Holdings plc) from 2004 to 2009, Chief Executive Officer of Kinnect of Lloyd’s of London from 2001 to 2004, and Head of Group Strategy of CGU plc (now part of Aviva plc) from 1997 to 2000. Mr. Gupta is currently Chairman of EValue Ltd., Chair of Mercer Limited, and a director and member of the Remuneration Committee of JPMorgan European Smaller Companies Trust PLC. He also served on the Remuneration Committee of Old Mutual Wealth Management Limited (now Quilter PLC) from 2013 to 2014. These roles had responsibility for executive compensation and executive development.

• David H. Y. Ho is Chairman and Founder of Kiina Investment Limited. He was previously a senior advisor for Permira Advisors LLC from 2010 to 2018 and Chairman and founding partner of CRU Capital from 2017 to 2019. He is currently a member of the management development and compensation committee of Air Products & Chemicals, Inc. and the compensation committee of Qorvo, Inc. Mr. Ho was the Chair of the compensation committee of China COSCO Shipping Corporation Limited from 2020 to November 2021 and Sinosteel Corporation from 2014 to 2016. He was a member of the compensation committee of nVent Electric plc from 2018 to 2020, China Mobile Communications Group Co., Ltd. from 2016 to 2020, Dongfang Electric Corporation from 2009 to 2015, TriQuint Semiconductor Inc. from 2010 to 2014 and 3COM Corporation from 2008 to 2010.

• Marie-Lucie Morin has over 30 years of experience in Canadian federal public service where she had the responsibility for various human resources and executive compensation matters. Ms. Morin has

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expertise in governance, risk management, and talent and culture, including knowledge of and experience with compensation plan design and administration, leadership development and talent management, succession planning and organizational design. She is currently the Chair of the corporate governance and compensation committee of Stantec Inc., serves as a member of the human resources & compensation committee of Chorus Aviation Inc, and was a member of the compensation committee of AGT Foods and Ingredients Inc. from 2016 to 2019.

The MRC’s membership is reviewed annually to ensure members have the experience and expertise required to fulfil the MRC’s mandate. More information on the operation and activities of the MRC can be found on pages 50 to 51.

Incentive Plan Review Group – Management oversight

A group of senior executives from finance, actuarial, risk management, legal/compliance, human resources and internal audit comprise our Incentive Plan Review Group (IPRG) and participate in the compensation decision-making process. The IPRG meets prior to each MRC meeting to review the design of our incentive compensation plans, performance targets and assessments, and information on risk management. It provides input for the CEO, MRC and the board to consider as part of their final recommendations and approvals. More information on our decision-making cycle is available on page 71.

Independent advice

In 2016, the MRC retained Pay Governance LLC (Pay Governance) as its independent consultant. Pay Governance provides advice on the strategy, design and quantum of compensation programs for the CEO and top executive officers and on our executive compensation governance, including advice on compensation programs relating to MFS Investment Management.

The MRC approves the engagement of the independent consultant, the proposed work plan and all associated fees. It considers any other work to be assigned to the independent consultant that is material in nature and will only approve it if it believes the work will not compromise the consultants’ independence as advisor to the MRC.

The independent consultant advises the MRC throughout the year, giving input on policy recommendations, helping assess the appropriateness of our executive compensation programs including design and outcomes and reviewing this circular. The MRC considers information provided by the independent consultant and makes recommendations to the board for approval. The board is ultimately responsible for compensation decisions.

The table below shows the fees paid to Pay Governance over the last two years.

Executive compensation-related fees	2021		2020
Pay Governance	US$	104,204	US$	119,339

Alignment of compensation programs and risk management

  Our risk management approach

Our compensation programs are aligned to the organization’s risk management practices through our:

1. Governance structure for the design and approval of incentive compensation plans

2. Processes used to support the alignment of compensation and risk management.

Described in more detail below, the MRC concluded that we did not take risks beyond our risk appetite to generate the business results that led to incentive payouts.

We use the “three-lines-of-defence” model as a means to ensure roles and responsibilities are consistent, transparent and clearly documented for decision-making, risk management and control in support of effective governance. Under the model:

• The first line refers to business roles who own, identify, and manage business risks

• The second line is the oversight functions, which are independent of the first line, and oversee the risk management programs through the risk framework and policies. Independence of the second line is supported with no direct business unit reporting relationships or direct incentive measures based on individual business unit performance

• The third line of defence is the internal audit function or a third party, which provides independent assurance as to the effectiveness of risk management, control and governance processes.

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Governance structure for approval of incentive plans

The MRC reviews the annual, mid and long-term incentive plans, which represent 90% of the total spend on incentive programs across the enterprise. The remaining plans are generally sales compensation plans developed within approved frameworks and managed through the three-lines-of-defence model. Amounts and key risks under these plans are reviewed by the MRC on an annual basis.

In addition to formal approval processes, the following actions also support the alignment of compensation and risk management:

• Identification of Material Risk Takers (MRTs). MRTs are individuals in roles having a material impact on our risk exposure. Pay decisions for MRTs are reviewed by the MRC and alignment of their compensation with long-term performance of the company is ensured through a minimum of 40% of their variable pay that is deferred when the earnings threshold is exceeded. See page 110 for the aggregate compensation of our MRTs

• Application of compensation clawbacks. See page 72 for a description of our clawback policy

• Ability to lower share unit payments. The MRC and board have discretion in the Sun Share plan to cancel all outstanding awards if they determine that payments would seriously jeopardize our capital position or solvency

• Application of overall discretion. The MRC and board have discretion to lower or zero out incentive awards, and to lower or not grant long-term incentive awards to individuals or groups, if they conclude results were achieved by taking risks outside of board-approved risk appetite levels

• Regular audit of our compensation programs. Internal audit reviews our compensation programs against the FSB Principles and reports to the MRC on its findings regularly in alignment with the MRC Charter.

Processes supporting the alignment of compensation and risk management

Our compensation design and review processes incorporate the following risk management practices:

• They are managed through the three-lines-of-defence model and compensation principles, including alignment with FSB principles

• Each year an annual business plan is developed and approved by the board based on approved risk appetite levels and is used as the basis for setting annual performance targets under the AIP

• The Chief Risk Officer makes an annual presentation to the MRC on the key enterprise risks and whether they are being managed appropriately and if adjustments to outcomes are required, and attends other meetings as required

• The MRC receives updates on the incentive plan assessments, including human resources talent risk and has the discretion to lower or zero out incentive awards, and to lower or not grant long-term incentive awards to individuals or groups, if they conclude results were achieved by taking risks outside of approved risk-appetite limits

• The IPRG meets prior to each MRC meeting to review incentive plan outcomes from the perspective of finance, actuarial, risk management, legal/compliance, human resources and internal audit. The IPRG also meets after the end of the year to discuss whether any adjustments should be made to the overall or business group AIP score based on the risk, compliance and control environment

• The MRC reviews information on the grant value and outstanding value of all salary, bonus and long-term incentive awards over the past five years for each member of the Executive Team. The MRC also reviews stress-testing analysis for Executive Team members by reviewing the potential value of outstanding equity awards over a range of future share prices

• The MRC annually reviews aggregate payouts under all incentive programs, the processes and the control environment governing incentive plans and areas of focus for the upcoming year based on an assessment of indicators of potential risk such as size of plan, size and variability of payout levels, and plan design and operational features.

Design of incentive compensation plans to mitigate risk

The design of our incentive plans helps to mitigate risk, as follows:

• Designs are stress-tested to ensure an understanding of possible outcomes.

• Pay mix is managed so that more senior roles have a significant portion of their compensation deferred, a significant portion of which is tied to multi-year performance.

• Executives have share ownership and share retention requirements that reinforce the focus on the long term and alignment with shareholders’ interests.

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• Caps on payouts are incorporated in non-sales compensation plan designs and, where appropriate, sales compensation design. Payouts under some plans are designed as a maximum % of a financial measure (e.g., earnings).

• The AIP (see page 74) includes a measure whereby funding can be reduced based on the risk, compliance and control environment.

• Performance measures generally include a mix of financial and non-financial absolute and relative measures.

• AIP funding is limited to total company and business group performance, with no direct compensation impact for sales or decisions around individual products within a business group.

Decision-making cycle

Our annual-incentive decision-making cycle is a rigorous process carried out in three stages for the relevant performance period:

Use of discretion

The board has discretion to:

• Increase or decrease awards under the AIP based on its assessment of risk management and the impact on our financial results, and other factors that may have had an effect on performance

• Lower or zero out AIP awards, and to lower or not grant new long-term incentive awards for individuals or groups, if it concludes that results were achieved by taking risks outside of board approved risk appetite levels

• Cancel all outstanding awards under the Sun Share plan if it determines that payment would seriously jeopardize the capital position or solvency of the organization.

Actual use of discretion has been modest and is a mixture of positive and negative over time.

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Executive share ownership and share retention requirements

Our executives align their interests with those of our shareholders by holding an ongoing stake in the company. Those new to the company or newly promoted have five years to achieve their required minimum ownership levels, which can include ownership of common shares, DSUs, Sun Shares and SLC phantom units.

In 2016, we increased the minimum levels of share ownership for NEOs and added a requirement that they achieve at least 25% of their minimum level of share ownership through personal actions, including personal ownership of shares and DSUs.

In addition, starting with grants in 2017, we added a requirement that following an exercise of stock options, our active executive officers must retain shares equal to 50% of the after-tax gain from the exercise for three years. This hold requirement does not apply if they have achieved their share ownership requirements and at least 25% of their minimum level of share ownership through personal actions or if they retire.

	Multiple of annual salary	Post-retirement guidelines
Chief Executive Officer (CEO)	10x	Hold at least 100% of guideline for 1 year Hold at least 50% of guideline for 2 years
Named Executive Officers (NEO)	5x	Hold at least 100% of guideline for 1 year

Our former CEO, Dean Connor, remains in compliance with these guidelines at time of publishing.

All insiders must follow our insider trading rules, and executives and directors must notify the appropriate individual of their intention to trade in our securities. Executives must notify the CEO, while directors, including the CEO, must notify the Chair of the Board. The Chair of the Board must notify the Chair of the GICRC.

No hedging or pledging

We have a policy that prohibits all insiders subject to our share ownership requirements from participating in equity monetization transactions including pledging or hedges involving the company’s securities.

Clawbacks

Our clawback policy allows the company to recoup compensation in situations of material restatement and/or misconduct. The policy gives the board discretion to recover any or all of the incentive compensation received or realized in the previous 24 months if the employee (or former employee) was involved in misconduct, including fraud, dishonesty, negligence, and/or non-compliance with legal requirements or our internal policies, including the Code. In the case of material restatement, compensation can be recovered if the incentive compensation received would have been less had the restated financial results been known.

Our compensation program

Seven components made up our 2021 compensation program:

Component	Pay type	Performance period	Who’s eligible
Salary	Fixed	•  reviewed annually	•  all employees
Annual incentives	Variable	•  up to 1 year	•  all employees
Sun Share Unit Plan	Variable	•  3 years’ forward-looking performance	•  key contributors; Vice- Presidents and above
Executive stock option plan	Variable	•  10 years •  vest over 4 years	•  Executive Team
Deferred share unit plan (DSU plan)	Variable	•  redeemed when the executive leaves the organization	•  Vice-Presidents and above
Pension and other benefits	Fixed	•  accrue during employment	•  all employees
Perquisites	Fixed	•  available during employment	•  Vice-Presidents and above

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In addition to the above, the President, SLC Management participates in the SLC Management Phantom Unit Plan, as described below.

Component	Pay type	Performance period	Who’s eligible
SLC Management Phantom Unit Plan	Variable	•  3 years’ forward-looking performance	•  Managing Director and above levels in SLC Management

The majority of compensation paid to our senior executives is variable and at risk. Pay mix varies based on the ability of the executive to influence short and long-term business results, the level and location of the executive and competitive practices. The average mix of total direct compensation by level, based on target pay, is summarized below. The actual pay mix for individuals may be different depending on business and individual performance and geographic location, as well as investor experience (i.e., dividends and share price movements), per our guiding principles. Pension, benefits and perquisites are supplemental, and outlined on pages 93 to 95.

Benchmarking

• We look at how other companies similar to us compensate similar roles taking size of organization into account. We look at each component of compensation along with total compensation to ensure we can attract and retain the talent we need

• Surveys of peer groups are used to benchmark our compensation levels for certain executive officers, as outlined below. We selected these peer groups because they include the leading financial services organizations in Canada and the broader U.S. insurance industry that we compete in for talent. We also review publicly available compensation information for relevant companies that are publicly traded and compensation information for the asset management sector as appropriate before setting the compensation range for our executive officers.

• Canadian market survey: The Financial Services Executive Compensation Survey produced by Korn Ferry is used to benchmark Canadian executives. Our Canadian peer group is made up of six major Canadian banks and two insurance companies:

•  RBC	•  Scotiabank	•  CIBC	•  Manulife Financial
•  TD Bank Group	•  BMO Financial Group	•  National Bank Financial Group	•  Canada Life

• U.S. market surveys: The Diversified Insurance Study of Executive Compensation produced by Willis Towers Watson is used to benchmark most U.S. executives. The study includes 17 publicly traded (or subsidiary) U.S. insurance companies (in addition to Sun Life):

•  AFLAC   •  AIG   •  Allstate   •  Brighthouse Financial   •  Cigna •  CNO Financial   •  Equitable   •  Genworth Financial   •  MetLife   •  Guardian Life •  Hartford Financial Services   •  John Hancock   •  Lincoln Financial   •  Principal Financial Group •  Prudential Financial   •  Unum   •  Voya Financial Services

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• For Mr. Peacher, President, SLC Management, we consider benchmarking information from the 2021 McLagan Investment Management survey, which includes investment management roles from over 50 US insurance companies.

Salaries

Annual incentive plan

This plan rewards employees with cash awards based on how well we achieved our financial, sales and Client objectives for the year. The maximum overall AIP payout for exceptional business results and individual performance is 250% of target.

Awards are determined using the following formula:

Annual incentive plan target ($)  X  Business results (%)  X  Individual multiplier (%)  =  Annual incentive plan award ($)

Business results

We used four measures to assess our total company performance under the AIP as outlined below.

Management uses a business performance scorecard to conduct a comprehensive “look back” on performance and ensure fairness and reasonableness of the final performance payout factor. Total company performance is reviewed to confirm the calculated results and inform whether a discretionary adjustment of up to ±20% is appropriate based on a set of guiding principles. The plan also includes a modifier for Risk, Compliance and Control considerations that is neutral to negative, and can be applied to lower the overall business result to zero. The MRC maintains the discretion to increase, lower or zero out incentive awards.

Calculated payout factor  ±  Scorecard adjustment (if any)  –  Risk, Compliance and
Control adjustment (if any)  =  Final performance payout factor

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Underlying net income (loss) removes from reported net income (loss) the impacts of items as defined in Section L -  Non-IFRS measures in our 2021 MD&A filed with Canadian securities regulators.

Mix of business results

The current mix of business results for our NEOs is as follows:

	Total Company
	Reported EPS		Underlying EPS		VNB		Client measures
CEO		25%		25%		25%		25%
CFO

	Total Company	Relevant Business Group
	Reported EPS	Underlying Net Income		VNB		Client measures
NEOs (excluding the President, SLC Management)	25%		25%		25%		25%
President, SLC Management	Performance of SLC Management business group including Client outcomes, investment performance, and financial measures.

Executive Team members who run a business group continue to have a significant portion of their compensation tied to total company results through the mid and long-term incentive programs.

Individual multiplier

All eligible employees, including the NEOs, receive an individual performance multiplier based on their individual contributions during the year. Performance is assessed against individual performance objectives for the year. The multiplier for the NEOs can range from 0% for unsatisfactory performance to 200% for exceptional performance.

Long-term incentive compensation

These incentive plans are designed to align and reward executives and other key contributors for creating shareholder value and generating superior returns over the performance period of the plans, which range from three to 10 years. In the case of the CEO and the Executive Team, the proportion of long-term incentive delivered in options is considered in light of age and career stage but is limited to a maximum of 25% of total long-term incentive. Incentive pools are allocated to business leaders to decide the award for participants based on contributions during the year and their potential impact on long-term results. Awards are granted as a fixed amount, however, the actual payout value will vary based on our share price, dividends and, in the case of Sun Shares, our performance relative to peers over the performance period, and for the SLC Management Phantom Unit plan, based on SLC Management performance over the performance period. Prior to approving awards, the MRC receives information on

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past awards for each Executive Team member. Awards are granted based on position level, individual performance and potential, and competitive practice.

Sun Share Unit Plan

Objectives for the Sun Share Unit Plan include aligning payouts to sustained performance, absolute and relative total return performance versus peers, and retention. The plan design has a range of potential payouts (from 0% to 200% of target) for our most senior executives, reflecting their accountability and impact on our results. Less senior participants have a narrower range of potential payouts because our focus at those levels is more on alignment of deferred pay to absolute TSR and retention.

The plan incorporates two performance measures:

Performance Measure	Description	Applies to
1. Absolute TSR	the underlying value of the share units based on increases or decreases to share price and dividend performance	All Sun Share participants
2. Relative TSR	modifies the ultimate number of units awarded based on our relative TSR performance versus peers	Vice-Presidents and above

The relative TSR performance measure for executives ensures that payouts are aligned to both absolute and relative total return performance over the performance period.

The grant value of each Sun Share is the average closing price of our common shares on the TSX over the five trading days before the grant date. Sun Shares accumulate dividend equivalents over the performance period and vest in full after three years. The payout value of each Sun Share is based on the average closing price of our common shares on the TSX over the five trading days before the vesting date and is adjusted through the application of the performance factor for executives.

The formula below shows how we calculate the payout value of Sun Shares for NEOs:

Sun Shares (#)	X	Share price ($)	X	Performance factor	=	Payout value
(number of units awarded plus additional units credited as reinvested dividends)		(average price of our common shares on the TSX over the five trading days before the vesting date)		(0% to 200%) based on the weighted average of three annual 3-year TSR factors		of Sun Shares on vesting ($)

We calculate the TSR performance factor for Sun Shares using the weighted average of three annual three-year TSR factors. The annual TSR factor is calculated as the change in price of our common shares over the 36-month period ending December 31 of the applicable year plus reinvested dividends during the same period measured relative to peers.

For the 2021 Sun Share grant the annual TSR factors are weighted as follows:

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We benchmark our performance under the Sun Share Unit Plan against a custom weighted index of 12 public Canadian banks and North American insurance companies. These companies are most similar to us in terms of measuring business performance since they operate in the same broader financial services market and directly compete with us in some business segments. We also compete with these companies for talent and access to capital. The companies listed below have been used in calculating the annual performance factors since 2015.

This custom weighted index is a subset of the peer groups that we use for benchmarking compensation levels (see page 73). The custom weighted index is not used for any other purpose.

	Weight	Sun Share Benchmark Peers
Canadian banks	25%	•  RBC •  TD Bank Group	•  Scotiabank •  BMO Financial Group	•  CIBC
North American insurance companies	75%	•  Canada Life •  Lincoln Financial •  Manulife Financial	•  MetLife •  Principal Financial Group •  Prudential Financial	•  Unum Group

Level of performance	If the 3-year relative TSR	Then the annual  TSR factor is
Maximum	exceeds the average of the custom weighted index by 10% or more	200%
Target	is at the average of the custom weighted index	100%
Threshold	is at 10% below the custom weighted index	25%
Below threshold	is more than 10% below the average of the custom weighted index	0%

Intermediate values are interpolated.

Executive stock option plan

Starting in 2013, we limited the use of options to Executive Team members, who receive up to 25% of their annual long-term incentive award in options. The exercise price of an option is the closing price of our common shares on the TSX on the grant date. Options vest 25% per year over four years, starting on the first anniversary of the grant date, and are exercisable until 10 years after grant. Starting with the 2017 grant, if an executive has not achieved share ownership and personal action requirements, we require that active executives hold shares equal to 50% of the after-tax gain on exercise for 3 years. Options are not subject to any performance goals and only have value if the price of our common shares increases after the grant date.

The MRC recommends the terms of each grant to the board for approval. The exercise price of an option already granted cannot be lowered or forfeited in exchange for options with a lower exercise price. If there is a change of control, the board can choose from a range of alternatives to address outstanding options, including accelerated vesting. Options cannot be transferred or assigned.

The option plan may be amended by the board as long as we receive other necessary approvals. The following amendments require shareholder approval unless they result from the plan’s anti-dilution provisions:

• increasing the number of common shares that can be issued under the plan

• reducing the exercise price of an option, including cancelling and re-granting an option on different terms within three months

• extending the expiry date of an option or permitting the grant of an option with an expiry date of more than 10 years from the grant date

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• permitting an option to be transferred other than to a spouse, minor child or minor grandchild

• expanding the categories of eligible participants in the plan

• increasing or deleting the limits relating to common shares that may be issued to insiders or any one person

• permitting other types of compensation (e.g., share awards) by issuing equity

• revising the amendment procedure itself.

For grants from 2019 onwards, the board has amended our option plan to align our post-retirement treatment of options with our peer group. Options granted under the amended plan will terminate on the earlier of the last exercise date of the options and the date that is 60 months following the retirement of the Executive.

The plan allows the board to grant options with stock appreciation rights, although it has not granted any to date. A stock appreciation right allows the executive to exercise his or her option and receive, in cash, the difference between the market price of our common shares and the exercise price of the option.

Stock appreciation rights provide the same compensation value as the underlying options.

The table below shows the number of options granted, outstanding and available for grant under the option plan as at December 31, 2021. We can issue up to 29,525,000 of our common shares under the plan (5.0% of the shares outstanding as at December 31, 2021), as long as we do not issue more than 10% of our total outstanding common shares to insiders and no more than 1% to any one person. Stock option grants are determined based on a calculated five-year-average Black-Scholes value (12.3% for May 2021 grant,12.2% for February 2021 grant, 12.2% for December 2020 grant, 12.4% for February 2020 grant, and 14.3% for 2019).

Measure of dilution	2021				2020				2019
	# of options		% of shares outstanding		# of options		% of shares outstanding		# of options		% of shares outstanding
Annual grant1		769,290		0.13		730,442		0.12		745,243		0.13
Options outstanding2		3,042,240		0.52		3,173,204		0.54		3,073,966		0.52
Options available for grant3		3,875,905		0.66		4,645,195		0.79		5,375,637		0.91
Overhang4		6,918,145		1.18		7,818,399		1.34		8,449,603		1.44
Burn rate5				0.13				0.12				0.13

¹  the total number of options granted under the option plan each year

²  the total number of options outstanding at the end of each year, including the annual grant

³  the number of options in reserve approved by shareholders that are available for grant at the end of each year

⁴  the number of options outstanding plus the number of options in reserve approved by shareholders that are available for grant in the future

⁵  the number of awards granted in the applicable fiscal year as a percentage of the weighted average number of outstanding shares for the same fiscal year

SLC Management Phantom Unit Plan

The plan allows participants to share in the overall success and value creation of SLC Management and aligns the interest of participants and shareholders in the corporation by providing incentive for future performance. For Mr. Peacher, the 2021 plan rewards performance over a three-year period based on overall SLC Management performance metrics; third party AUM, third party fee revenue, and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA). SLC Management Phantom Units vest in full on the third anniversary of the grant date.

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SLC Management has evolved significantly over the last several years, including closing on the acquisitions of majority stakes in each of InfraRed Capital Partners and Crescent Capital Group LP. The 2021 SLC Management Phantom Unit Plan aligns pay with our business strategy, operating model, and performance. No significant changes were made for 2022.

Mix of long-term incentive vehicles

The current mix of long-term incentive vehicles for eligible participants is as follows:

Eligible participants		Stock Options		Sun Shares		SLC   Management   Phantom Units
CEO and Executive Team   (excluding the President, SLC Management)			25%		75%	–
President, SLC Management			25%		25%	50%
Senior Vice-Presidents, Vice-Presidents and key   contributors (below Vice-President)			–		100%	–
SLC   Management	Senior Managing Directors, Managing Directors and key contributors		–		–	100%
	Select Senior Managing Directors		–		Mix of SLC Management Phantom Units and Sun Shares

Deferred share unit plan

DSUs are an effective way for executives to meet their share ownership requirements and they can only be redeemed when the executive leaves the organization. We sometimes grant DSUs to new executives to replace the value of long-term incentives they forfeited with a previous employer, and on a limited basis to recognize additional responsibilities associated with promotions during the year.

DSUs are redeemed for cash based on the value of our common shares at the time of redemption, plus any dividend equivalents accumulated over the period.

The formula below shows how we calculate the payout value of DSUs:

Deferred Share Units (#)	X	Share price ($)	=	Payout value
(number of units plus additional units credited as reinvested dividends)		(average price of our common shares on the TSX over the five trading days before the redemption date)		of DSU on redemption ($)

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Share ownership levels

The table below shows the values of common shares and share units held by each NEO as at December 31, 2021. We calculated the value of common shares and share units using $70.41, the closing price of our common shares on the TSX on December 31, 2021. In 2016, we added a requirement for the CEO and Executive Team members to achieve at least 25% of their minimum level of share ownership through personal actions, including personal ownership of shares and DSUs (personal ownership excludes Sun Shares). For presentation purposes, the Sun Shares have been valued using the target performance factor (100%).

Named   executive   officer					Total share ownership at December 31, 2021 ($)
	Minimum ownership requirement		Total ownership as a multiple of salary		Common shares		Sun Shares		SLC Management Phantom Units		Deferred share units (DSUs)		Total ownership
Kevin D.   Strain		10x salary		9.2x		1,309,076		7,214,719		–		701,922		9,225,717
Dean A.   Connor		10x salary		34.8x		6,840,453		20,781,554		–		10,710,708		38,332,715
Manjit   Singh		5x salary		14.8x		50,651		5,123,279		–		3,708,791		8,882,721
Stephen C.   Peacher		5x salary		15.7x		–		5,711,046		3,507,417		2,206,453		11,424,916
Daniel R.   Fishbein		5x salary		9.6x		253,569		5,783,649		–		1,168,573		7,205,791
Jacques   Goulet		5x salary		13.5x		525,963		7,283,193		–		296,296		8,105,452

All NEOs have met or are on track to meet their share ownership requirement and personal actions requirement by the attainment date.

Pension benefits

Our pension plans deliver a portion of pay that provides protection and wealth accumulation for retirement. Only defined contribution plans are available to new hires worldwide (except for our defined benefit plan in the Philippines, which is limited to employees of the local subsidiary). The NEOs participate in the pension plans available in their country of employment.

Canadian plans

On January 1, 2009, we closed the Canadian staff defined benefit plan to new employees and replaced it with a defined contribution plan, which we describe in more detail starting on page 81. Canadian employees hired before then continue to participate in the previous plan, which includes both defined benefit and defined contribution components.

Mr. Strain and Mr. Connor are NEOs in Canada who were hired before 2009, and they participate in the defined benefit plan. Mr. Goulet and Mr. Singh are NEOs in Canada who were hired after January 1, 2009, and they participate in the defined contribution plan.

Our retirement program for Canadian employees hired before January 1, 2009 (including applicable NEOs) consists of two elements:

• a defined benefit accrual for service prior to 2005

• a combination of defined benefit and defined contribution accruals for service after January 1, 2005.

Benefits up to the tax limits are paid from registered plans. Benefits above the tax limits are paid from non-registered pension plans that are secured, where applicable, through a Retirement Compensation Arrangement.

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Defined benefit formula for service prior to 2005

The pension formula for service prior to 2005 depends on which legacy pension plan the applicable executive participated in.

Mr. Strain’s defined benefit pension formula for service prior to January 1, 2005 is based on the Clarica pension plan, which was acquired by Sun Life in 2001.

Years of service   before 2005    X   1.0% of average   pensionable earnings   up to $100,000    +   1.65% of average   pensionable   earnings above   $100,000     =   Annual pension   as of age 65  

Under the Clarica formula, pensionable earnings consist of annual salary and annual incentives. Average pensionable earnings is based on the employee’s highest average pensionable earnings in the best three consecutive years in the last 120 months of employment.

Clarica benefits are payable from age 65 for life, with 60 monthly payments guaranteed. Other forms of payment are available on an actuarially equivalent basis. Employees with Clarica service can retire as early as age 55, and the benefit is reduced by 3% for each year that retirement precedes age 63, and an additional 3% for each year that retirement precedes age 60.

Mr. Connor had no service prior to 2005.

Defined benefit formula for service after 2004

(Designated executives, Mr. Strain and former executive, Mr. Connor)

Years of service         after 2004          X  1.6% of average     pensionable     earnings      =  Annual pension     as of age 65    

Under this formula, pensionable earnings consist of annual salary and the actual annual incentive, capped at the lesser of 100% of target and 100% of base salary. Average pensionable earnings is based on the employee’s highest average pensionable earnings in any three consecutive calendar years in the last 10 years of employment.

The pension is payable for the lifetime of the employee. Other forms of payment are available on an actuarially equivalent basis.

If a designated executive leaves before age 62, the pension formula is reduced. If they leave:

• before age 51, we use a factor of 1.0% in the pension formula (instead of 1.6%)

• between the ages 51 and 62, we increase the factor of 1.0% by 0.05% for each complete year between age 50 and retirement, to a maximum of 1.6% at age 62 or later.

Designated executives can choose to start receiving the pension benefit as early as age 55, but the benefit is actuarially reduced from age 62 to reflect the earlier start.

Pension maximums

The total combined annual pension benefit for all service in all company sponsored defined benefit plans, excluding Clarica service, is capped at 65% of the NEO’s highest consecutive, three-calendar-year average pensionable earnings over the last 10 years of employment. Pensionable earnings includes actual annual incentive compensation only up to the target level, limiting the pension benefit for all employees even if annual incentive awards are paid above target levels. The target incentive is further capped at 100% of annual salary for service after 2004.

Defined contribution plan for employees hired before 2009

The pension plan also includes a defined contribution component for service after 2004. Employees can contribute 1.5% of pensionable earnings up to the year’s maximum pensionable earnings (YMPE), and 3.0% of pensionable earnings above the YMPE. Sun Life matches 50% of employee contributions. Pensionable earnings consist of salary and actual annual incentive, capped at target. Participants will receive the value of their vested accumulated contributions and associated investment return upon termination or retirement.

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Total contributions to the plan (employee and company matching contributions) are subject to the limits of the Income Tax Act (Canada). Employee and company contributions end once the maximum contribution limit is reached ($29,210 for 2021).

Defined contribution plan for new hires after 2008

New hires on or after January 1, 2009 participate in the Sun Life staff pension plan, which provides a core company contribution of 3% of pensionable earnings from the date of hire. Employees have the option to make voluntary contributions of 1% to 5% of pensionable earnings and will receive a matching company contribution of 50%. Starting in 2020 new hires are auto-enrolled at the 5% level, and can adjust their contribution level to suit their needs. Pensionable earnings consist of salary and actual annual incentives, capped at target. Company contributions vest immediately, and participants will receive the value of their vested accumulated contributions and associated investment return upon termination or retirement. Total company and employee contributions are restricted to the defined contribution limit in the Income Tax Act (Canada) ($29,210 for 2021).

Vice-Presidents and above hired on or after January 1, 2009, including Mr. Goulet and Mr. Singh, participate in a supplemental, non-registered defined contribution plan. Once an executive has reached the maximum limit under the registered plan, the supplemental plan provides a contribution of 10.5% of his or her pensionable earnings above the level of pay where the maximum contribution limit is reached for the registered plan. The contribution rate in the supplemental plan is set at 10.5% to equal the maximum amount that the company and employee, combined, can contribute under the registered plan.

U.S. plans

On January 1, 2006, the defined benefit plan in the U.S. was frozen to new entrants and participants who were under age 50 and had not yet reached 60 years of combined age and service (60 points). We introduced a Retirement Investment Account (RIA), an employer-paid defined contribution arrangement, to replace the defined benefit plan as of January 1, 2006. In December 2014, the defined benefit pension plan was frozen for all legacy participants who were still accruing benefits. Mr. Peacher and Mr. Fishbein, our NEOs in the U.S., were hired after January 1, 2006and do not participate in the defined benefit plan.

Our U.S. defined contribution retirement program has three elements:

• a voluntary tax-qualified 401(k) plan

• a tax-qualified RIA that provides automatic employer contributions

• a non-qualified retirement investment plan for certain employees whose compensation exceeds the IRS limits (US$290,000 for 2021).

Effective January 1, 2019, the 401(k) plan was changed to qualify for certain IRS “safe harbor” rules and to add auto-enrollment and auto-escalation features. All new hires who do not make an election will be automatically enrolled at 3% employee contribution level, which will increase by 1% each subsequent year until reaching 10%. Employees can adjust their level of contributions to meet their needs.

401(k) plan

Employees can contribute up to 60% of their eligible earnings (salary, sales incentives, actual incentive payments, and other eligible pay), up to the maximum contribution set by the IRS (for 2021, US$19,500 plus an additional US$6,500 for participants age 50 and older). A participant can contribute on a pre-tax or after-tax basis. Beginning January 1, 2019, we match 100% on the first 3% and 50% on the next 2% of the employee’s contribution (maximum of US$11,600 matching contributions for 2021). Participants receive the value of their vested accumulated contributions and associated investment return upon termination or retirement.

Retirement Investment Account (RIA)

We contribute a percentage of eligible earnings to the RIA each year based on the employee’s age and years of service, as of January 1. The NEOs in the U.S. participate in the RIA and their eligible earnings consist of salary plus the actual incentive bonus up to the IRS compensation limit, and other eligible pay (US$290,000 for 2021).

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The table below shows the age and service criteria for the RIA contribution.

Age and service   as at January 1	% of eligible earnings
Under 40	2
40 to 54	4
55 and over	6

Total contributions that we and the participant make to the tax-qualified RIA and the 401(k) cannot exceed the maximum set by the IRS (US$58,000 for each participant under age 50 and $64,500 for each participant age 50 or older in 2020). Maximum eligible earnings that can be used to determine the annual allocations under the RIA and the 401(k) are US$290,000 for each participant in 2021.

Non-qualified retirement investment plan (Top-Hat)

Mr. Peacher and Mr. Fishbein participate in the Top-Hat plan. We contribute 15% of eligible earnings that exceed the IRS compensation limit for the tax-qualified plan. Eligible earnings for the Top-Hat plan are defined as salary plus the actual incentive bonus, capped at the target payout.

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Compensation details

Individual pay and performance outcomes

The board assessed the performance of the CEO, and the CEO assessed the performance of the other NEOs, against their individual objectives for 2021. In addition to a review of pay-for-performance and competitive practice, these assessments formed the basis for compensation decisions. A summary of the individual performance for each NEO follows.

  Kevin D. Strain, President and Chief Executive Officer

              Mr. Strain was promoted from EVP and Chief Financial Officer to President and Chief Financial Officer on February 15, 2021. He was promoted to President and Chief Executive Officer on August 7, 2021. Prior to his appointment, Mr. Strain was President, Sun Life Asia, and has held several senior roles in the Corporate Office and the Canadian business including SVP, Individual Insurance and Investments, VP Investor Relations, VP Individual Finance and VP of Clarica’s Pension business.   As President & CEO, Mr. Strain defines our business strategy and measures of success and in 2021, ensured continued progress on key priorities in our strategic plan throughout the leadership transition.   Mr. Strain’s target compensation was adjusted with his promotion to President & CFO in February 2021, including a 2021 long-term incentive award of $3,500,047. His target pay was then increased in conjunction with his appointment to President & Chief Executive Officer in August 2021.   Mr. Strain received an additional one-time grant of $700,011 in DSUs in November 2021 recognizing his higher target pay level for the remainder of the year following his promotion to President & CEO in August 2021. The decision to grant him DSUs was designed to build long-term ownership and shareholder alignment.   In recognition of his contribution in 2021, Mr. Strain was allocated an AIP award of $2,185,079 (120% individual multiplier). He was granted a 2022 long-term incentive award of $6,280,000.

Significant accomplishments in 2021 include:

• Launching a refreshed Enterprise Strategy with a focus on Client Impact, guided by our purpose of helping Clients achieve lifetime financial security and live healthier lives

• Embedding Sustainability in the business, including prioritizing Sustainability in our strategic planning, announcing Sun Life’s net-zero-by-2050 commitment, and hiring the first Chief Sustainability Officer

• Intensifying Sun Life’s focus on DE&I, including participation in internal Diversity Dialogue sessions, and hiring Sun Life’s first female business group leader in Asia

• Maintaining an effective risk, compliance and control culture by establishing tone and managing the organization within established risk appetite levels approved by the board

• Delivering solid financial results, with underlying net income of $3,533 million, up 10% from prior year, and underlying ROE of 15.4%. Reported net income was up 64% due to market impacts and a realized gain on the IPO of our India asset management joint venture. VNB increased 17%, and assets under management reached $1.4 trillion, up 15% in the year

• Increasing the common shareholder dividend by 20% shortly after OSFI lifted restrictions that had been in place since the start of the pandemic

• Entering into an agreement to acquire DentaQuest, which will expand our scale in the U.S. and establish a leading position in the attractive U.S. dental market

• Becoming one of the first major financial institutions in Canada to establish a flexible workplace policy based on Client and business needs

• Supporting digital leadership and moving to a Digital Enterprise way of working between IT and the business for more agile product development and building digital relationships with Clients

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Compensation Summary

	2021				2020		2019
	Target		Actual		Actual		Actual
Salary		1,000,000		863,462		638,462		623,077
Annual incentives		1,500,000		2,185,079		924,699		825,000
Total Cash		2,500,000		3,048,541		1,563,161		1,448,077
DSUs		700,011				–		–
Sun Shares		2,625,040				1,650,058		1,387,506
Stock options		875,007				550,001		462,503
Long Term Incentives		4,200,058				2,200,059		1,850,009
Total Direct Compensation		6,700,058		7,248,599		3,763,220		3,298,085

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  Dean A. Connor, Former President and Chief Executive Officer

              Mr. Connor was our CEO from December 1, 2011 to August 6, 2021. Under Mr. Connor’s leadership, we defined our four pillar and Client for life strategies, and in 2021 we made excellent progress on a number of key priorities aligned with the strategic plan.   In recognition of his contribution in 2021, Mr. Connor was allocated an AIP award of $985,479, which was pro-rated for the portion of 2021 he was employed by the company and reflected target business and individual performance.

Significant accomplishments in 2021 include:

• Leading Sun Life’s response to the COVID-19 pandemic, prioritizing the health and well-being of our Clients, employees, advisors and our communities, while achieving strong returns for shareholders

• Supporting the incoming President & CEO leading to his transition on August 7, 2021, allowing for uninterrupted momentum on our strategy

• A focus on Talent and Culture, driving higher Employee Engagement results during the pandemic—including participating in the recruitment of Sun Life Executive Team and Board members from underrepresented communities.

• Completing the acquisition of a majority interest in Crescent Capital, an alternative credit investment manager

• Committing an additional $20 billion to sustainable investments over the next 5 years, and achieved carbon-neutrality for our global operations in 2021

• Hosting SLC Management investor day, stating 2025 earnings, AUM and operating margin targets

Compensation Summary

	2021				2020		2019
	Target		Actual		Actual		Actual
Salary		1,100,000		655,769		1,100,000		1,142,308
Annual   incentives		1,650,000		985,479		1,920,000		1,810,000
Total Cash		2,750,000		1,641,248		3,020,000		2,952,308
Sun Shares		6,500,039				4,875,042		4,687,504
Stock options		–				1,625,007		1,562,503
Long Term   Incentives		6,500,039				6,500,049		6,250,007
Total Direct   Compensation1		9,250,039		8,141,287		9,520,049		9,202,315
1  2020 actual represents the TDC value as approved by the board, as well as rounding of long-term incentive grants, as we grant only whole Sun Shares and stock options (no fractional units). 2019 actuals include adjustments due to the fact that 2019 included an extra (27th) pay period for Canadian employees.

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The following table illustrates the alignment between CEO pay and shareholder value during the final years of Mr. Connor’s tenure. The table compares the current value of total direct compensation awarded to Mr. Connor over the last five years to a comparable measure of the value received by shareholders over the same period. The actual compensation values include salary and cash incentive payments, the value at vesting of Sun Shares granted (or current value for units that are outstanding), the value of stock options exercised during the period and the value of in-the-money stock options that remain outstanding. Compensation outcomes are also compared to the value to shareholders, which represents the cumulative value of a $100 investment in our shares made on the first trading day of the period indicated, assuming the reinvestment of dividends.

						Value of $100
Fiscal   Year	Total Direct Compensation Awarded ($000)1		Compensation realized and realizable ($000)		Period	CEO2		Shareholder value3
2017		8,785		13,712	December 31, 2016 – December 31, 2021		156		165
2018		9,300		15,506	December 31, 2017 – December 31, 2021		167		158
2019		9,202		14,696	December 31, 2018 – December 31, 2021		160		174
2020		9,520		10,479	December 31, 2019 – December 31, 2021		110		128
2021		8,141		9,252	December 31, 2020 – December 31, 2021		114		129
					Average		141		151

¹  Includes salary and variable compensation awarded at year-end in respect of performance during the year.

²  Represents the actual value to Mr. Connor for each $100 awarded in total direct compensation during the fiscal years indicated.

³  Represents the cumulative value of a $100 investment in shares made on the first trading day of the period indicated, assuming reinvestment of dividends.

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  Manjit Singh, Executive Vice-President and Chief Financial Officer

    On March 29, 2021, Mr. Singh was appointed our EVP and Chief Financial Officer and is responsible for overseeing a portfolio of functions including Finance, Taxation, Capital, and Investor Relations. Mr. Singh advances the achievement of our four pillar strategy through continued financial and risk management prudence.   In recognition of his contribution in 2021, Mr. Singh was allocated an AIP award of $1,372,800 (120% individual multiplier). He was granted a 2022 annual long-term incentive award of $2,200,000.

Significant accomplishments in 2021 include:

• Contributing to strong financial results with record underlying earnings of $3.5B and ROE of 15.4%

• Identifying and executing on opportunities to deliver shareholder value through business, treasury, capital, and tax initiatives.

• Deepened focus on capital management across the organization. Maintained strong capital and liquidity management ratios through diligent, proactive management

• Actively supporting identification, analysis, and execution of M&A opportunities to strengthen business strategy and support medium-term financial objectives

• Leading the transition to IFRS 17, including impact on business strategies, decisions on accounting policy, implementation of enhanced system capabilities, and active stakeholder management

• The successful inaugural issuance of Limited Recourse Notes as well as subordinated debt financing for the DentaQuest acquisition

• Continuing to strengthen the Finance function by implementing new tools, enhancing processes, and deeper integration across the Global team

• A strong focus on attracting, developing and retaining top talent and driving high team engagement

• Actively supporting the Sustainability strategy and initiatives to maintain Sun Life’s leadership position

Compensation Summary

	2021				2020		2019
	Target		Actual		Actual		Actual
Salary		600,000		461,538		-		-
Annual   incentives		800,000		1,372,800		-		-
Sign-on Cash		-		200,000		-		-
Total Cash		1,400,000		2,034,338		-		-
Sun Shares		1,575,024
Stock options		525,006
Long Term   Incentives (Annual)		2,100,030				-		-
Sun Shares		3,050,066				-		-
Stock options		1,000,005				-		-
DSUs		3,350,065
Long Term   Incentives   (One-time, on-hire)		7,400,136
Total Direct   Compensation		10,900,166		11,534,504		-		-
Annual incentives reflect a one-time $200,000 cash award to replace forfeited annual bonus, that was paid on-hire with a 12-month clawback provision.

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Long-term incentives reflect a one-time award of $4,050,000 to replaced forfeited equity value and one-time award of $3,350,000 to replace approximate forfeited pension value from Mr. Singh’s previous employer. The pension value replacement was granted in DSUs, which are held until departure from the company, and vests 50% per year on anniversary of the grant date.

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  Stephen C. Peacher, President, SLC Management

            Mr. Peacher has been our President, SLC Management since January 11, 2016 and is responsible for the strategy, development and performance of our invested asset portfolio, and SLC Management, our third-party institutional asset management business. Mr. Peacher advances our leadership in global asset management, one of our four strategic pillars which includes SLC Management and MFS Investment Management.   In recognition of his contribution in 2021, Mr. Peacher was allocated an AIP award of US$2,153,250 (110% individual multiplier). He was granted an annual 2022 long-term incentive award of US$2,800,000.   Mr. Peacher also received a one-time long-term incentive grant of US$2,000,000 in Sun Shares and US$2,000,000 in SLC Phantom Units to recognize his critical role in leading the multi-year transformation of SLC Management thus far and to create a powerful incentive to grow the business going forward. The grants cliff-vest in 2027 and vesting is contingent upon achieving both financial and strategic goals key to SLC Management’s mid-term strategy. The final number of units vesting can go to zero, if performance is below threshold, and a maximum 125% of units granted, if performance exceeds expectations.

Significant accomplishments in 2021 include:

• Generating exceptional investment results in Sun Life’s general account to support product sales and net income

• Delivering strong performance in our Client portfolios leading to strong Client retention

• Raising $27.4B of new Client commitments for the SLC Management platform

• Earning favourable ratings on the products of SLC and its affiliates from leading investment consulting firms

• Achieving our financial performance targets at SLC Management

• Enhancing our focus on Sustainability by adding the new position of Global Head of ESG at SLC Management

• Earning high employee engagement scores throughout the pandemic and accelerating our DE&I efforts through internal educational programs and external partnerships

• Continuing to strengthen our financial reporting, operating and technology platform

• Continuing to be an active member of the Sun Life Executive Team, especially in areas related to asset management

Compensation Summary (USD)

	2021				2020		2019
	Target		Actual		Actual		Actual
Salary		580,000		580,000		580,000		580,000
Annual   incentives		1,450,000		2,153,250		1,903,125		1,595,000
Total Cash		2,030,000		2,733,250		2,483,125		2,175,000
Sun Shares		656,076				617,563		1,788,736
Stock options		656,037				617,517		596,241
SLC Management   Phantom Units		1,312,073				1,235,033		–
Long Term   Incentives		2,624,186				2,470,113		2,384,977
Total Direct   Compensation		4,654,186		5,357,436		4,953,238		4,559,977

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  Daniel R. Fishbein, President, Sun Life U.S.

            Mr. Fishbein has been our EVP and President, Sun Life U.S. since March 17, 2014 and is responsible for leading our United States insurance businesses, which include a stop-loss and employee benefits business, a voluntary benefits business and in-force blocks of individual life insurance. Mr. Fishbein advances our leadership in U.S. group benefits, one of our four strategic pillars   In recognition of his contribution in 2021, Mr. Fishbein was allocated an AIP award of US$1,235,000 (125% individual multiplier). He was granted a 2022 long-term incentive award of US$2,000,000.

Significant accomplishments in 2021 include:

• Increasing Reported Net Income to US$399 million, from US$191 million in 2020, and delivering strong Underlying Net Income of US$413 million, while paying out more than US$300 million in benefits to families impacted by COVID-19 during their time of greatest need

• Growing new sales by 13% to US$1.24 billion, reflecting our focus on making health and benefits easier for our Clients

• Reaching net premiums of US$4.3 billion, an increase of 6% compared to 2020 despite ongoing pressure from the pandemic

• Completing the acquisition of Pinnacle Care International, Inc. (“PinnacleCare”) on July 1, 2021. PinnacleCare provides leading health care navigation and medical intelligence services, complementing our Stop Loss offerings

• Entering into an agreement to acquire DentaQuest Group, Inc. (“DentaQuest”) on October 3, 2021. DentaQuest is the largest provider of Medicaid dental benefits in the U.S., with a growing presence in Medicare Advantage and commercial products, serving more than 33 million members overall

• Thinking and acting like a digital company, launching several new capabilities that alleviate manual administrative tasks, automate processes, provide real-time information and support faster decision-making

• Maintaining all-time-high employee engagement scores, reflecting the continued strength in our culture, flexible work arrangements and connection to employees in a virtual work environment

• Continuing to support our DE&I principles, by building teams that reflect the diversity of our Clients and a culture of high-performing employees who represent the communities where we live, work, and do business

• Receiving four top workplace awards, including being named to the top 10 largest employers in The Boston Globe’s 2021 Top Places to Work in Massachusetts list for the second consecutive year, moving up 2 places from 2020

Compensation Summary (USD)

	2021				2020		2019
	Target		Actual		Actual		Actual
Salary		600,000		600,000		594,231		575,000
Annual incentives		760,000		1,235,000		1,045,000		890,000
Total Cash		1,360,000		1,835,000		1,639,231		1,465,000
Sun Shares		1,249,027				1,111,574		1,043,423
Stock options		416,331				370,514		347,808
Long Term Incentives		1,665,358				1,482,088		1,391,231
Total Direct Compensation		3,025,358		3,500,358		3,121,319		2,856,231

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  Jacques Goulet, President, Sun Life Canada

            Mr. Goulet has been our EVP and President Sun Life Canada since January 15, 2018 and is responsible for leading our largest business group providing insurance, wealth management including mutual funds, group retirement services and group benefits in Canada. Mr. Goulet advances our leadership in Canadian insurance and wealth solutions, one of our four strategic pillars.   In recognition of his contribution in 2021, Mr. Goulet was allocated an AIP award of $1,359,000 (120% individual multiplier). He was granted a 2022 long-term incentive award of $2,800,000.

Significant accomplishments in 2021 include:

• Achieving 5% growth in underlying net income and 12 consecutive quarters above 8% growth in expected profit

• Sustaining the #1 position¹ in Group Retirement Services with over $141 billion in assets under administration. Achieved record sales of $2.3 billion in pension risk transfer business, alongside record rollover sales of $3.8 billion

• Maintaining the #1 position² in group benefits market with over $11.8 billion of business-in-force. Entered agreement with Canadian Premier to sell Sponsored Markets business, allowing group benefits to focus on its core segments

• Upholding Sun Life’s leadership position³ in individual insurance and augmenting predictive underwriting models allowing applicants aged 18-40 to qualify for up to $5 million in coverage without lab tests, an industry first

• Growing Sun Life Global Investments (“SLGI”) assets under management to over $38 billion and increasing net flows by 73% compared to 2020

• Launching Sun Life Health, which will provide Canadians with personalized and on-demand digital health experiences. Invested an additional $48 million in Dialogue Health Technologies Inc.

• Continuing to mobilize action on Canada’s mental health crisis by inspiring executives across the country to act within their workplaces. Awarded Platinum Certification through Excellence Canada’s Mental Health at Work framework

• Announcing an industry-leading future of work approach, empowering employees with choice and flexibility. Maintaining a high level of employee engagement through focus on a high-performing, mentally healthy and inclusive workplace

• Advancing DE&I commitments by signing onto the Progressive Aboriginal Relations certification, maintaining gender parity on the Canadian Executive Team, and exceeding 25% representation of underrepresented ethnicities at the VP+ level

• Being named CEO of the Year in the Large Business Category by Les Affaires for leadership that inspires teams and drives business growth

¹  Fraser Pension Universe Report based on year ended December 2020

²  Based on revenue for year ended December 2020 from 2021 Group Benefits Provider Report

³  LIMRA market share as third quarter 2021 year to date

Compensation Summary

	2021				2020		2019
	Target		Actual		Actual		Actual
Salary		600,000		600,000		588,462		571,154
Annual incentives		755,000		1,359,000		851,640		675,000
Total Cash		1,355,000		1,959,000		1,440,102		1,246,154
Sun Shares		2,025,034				2,400,080		1,275,012
Stock options		675,005				800,002		425,000
Long Term Incentives		2,700,040				3,200,082		1,700,012
Total Direct Compensation		4,055,040		4,659,039		4,640,184		2,946,166

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Summary compensation table

The table below shows the total compensation paid to our NEOs for the fiscal years ended December 31, 2021, 2020 and 2019. 2021 total compensation for NEOs was driven by previously disclosed target changes made in February 2021, Mr. Strain’s promotion to President & CEO, above-target incentive plan outcomes across our businesses, and the Canada-US exchange rate.

Mr. Peacher and Mr. Fishbein receive their compensation in U.S. dollars. We have converted their compensation to Canadian dollars in the tables that follow using the average annual exchange rates of C$1.254 for 2021, C$1.341 for 2020, and C$1.327 for 2019.

Name and principal   position	Year		Paid salary ($)		Share awards ($)		Option awards ($)		Non-equity annual incentive plan compen- sation ($)		Pension value ($)		All other compen- sation ($)		Total compen- sation ($)
Kevin D. Strain President and Chief Executive Officer		2021		863,462		3,325,051		875,007		2,185,079		3,938,737		140,283		11,327,619
		2020		638,462		1,650,058		550,001		924,699		573,277		199,255		4,535,752
		2019		623,077		1,387,506		462,503		825,000		111,077		–		3,409,163
Dean A. Connor Former President & Chief Executive Officer		2021		655,769		6,500,039		–		985,479		398,737		6,125		8,546,149
		2020		1,100,000		4,875,042		1,625,007		1,920,000		475,277		95,048		10,090,374
		2019		1,142,308		4,687,504		1,562,503		1,810,000		433,077		11,233		9,646,625
Manjit Singh Executive Vice- President & Chief Financial Officer		2021		461,538		7,975,155		1,525,011		1,372,800		34,615		200,000		11,569,119
Stephen C. Peacher President, SLC Management		2021		727,320		2,468,059		822,670		2,700,176		363,660		264,838		7,346,723
		2020		777,780		2,484,332		828,090		2,552,091		389,225		120,864		7,152,382
		2019		769,660		2,373,653		791,211		2,116,565		386,535		740,974		7,178,598
Daniel R. Fishbein President, Sun Life U.S.		2021		752,400		1,566,280		522,080		1,548,690		237,633		–		4,627,083
		2020		796,863		1,490,621		496,859		1,401,345		246,562		–		4,432,250
		2019		763,025		1,384,622		461,541		1,181,030		237,546		–		4,027,764
Jacques Goulet President, Sun Life Canada		2021		600,000		2,025,034		675,005		1,359,000		137,660		–		4,796,699
		2020		588,462		2,400,080		800,002		851,640		128,433		18,498		4,787,115
		2019		571,154		1,275,012		425,000		675,000		116,383		781		3,063,330

Paid Salary

• In 2021, the Canadian dollar appreciated relative to the US dollar, which makes US salaries above appear lower than in 2020.

• In 2019, actual paid salary was greater than annualized salary due to an extra pay period in Canada. The regular bi-weekly pay for December 21, 2019 to January 3, 2020 was moved to December 31, 2019, which created a 27^th pay period. This affected the paid salary for Mr. Strain, Mr. Connor, and Mr. Goulet.

• Includes salary increases in March as follows:

• Mr. Strain in 2021

• Messrs. Strain, Fishbein and Goulet in 2020

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Share Awards

Fiscal Year	Grant Date	Sun Share Price	Deferred Share Unit Price	SLC   Management   Phantom   Unit Price
2021	November 15, 2021		$70.88
2021	June 7, 2021	$65.10	$65.10
2021	May 17, 2021	$65.24	$65.24
2021	February 23, 2021	$62.28		10.00
2020	December 4, 2020	$57.57
2020	February 25, 2020	$65.05		10.00
2019	February 26, 2019	$49.71

• Share price is based on the average closing price of our common shares on the TSX over the five trading days before the grant date.

• Mr. Strain received a one-time grant of $700,011 DSUs on November 15, 2021 to ensure his pay as President & CEO, which is heavily weighted to long-term share-based incentives, is commensurate with his new role. It was calculated as the additional LTI he would have received for the rest of 2021 at his President & CEO target pay.

• Mr. Singh received grants to replace value forfeited at his former employer, as follows: a one-time DSU grant of $3,350,065 upon hire to replace pension payments, a one-time stock option grant of $1,000,005 to replace unvested stock options; a one-time Sun Share grant of $3,050,066 to replace performance share units. He also received his first annual LTI grant. These grants were made on May 17 and June 7, 2021.

• Mr. Peacher’s Share award in 2021 and 2020 included SLC Management Phantom Units.

• Mr. Goulet’s 2020 Share award included a one-time Share award on December 4, 2020 in addition to the February 25, 2020 award.

Option Awards

• The grant date fair value of stock options awarded was calculated using the following data:

Fiscal Year	Grant Date	Exercise Price		Accounting Fair Value
2021	May 17, 2021		$65.84		$9.33
2021	February 23, 2021		$62.59		$8.54
2020	December 4, 2020		$57.16		$7.70
2020	February 25, 2020		$62.12		$5.90
2019	February 26, 2019		$50.58		$5.56

• We use a five-year average calculated Black-Scholes ratio to determine awards.

• The five-year average represents a long-term value considering long-term estimates of factors used in the Black-Scholes valuation model.

• Mr. Singh’s 2021 option award included an award to replace unvested options forfeited at his former employer, in addition to his regular 2021 annual option grant.

• Mr. Goulet’s 2020 option award included a one-time option award on December 4, 2020 in addition to the February 25, 2020 award.

Non-equity annual incentive plan compensation

• Values include the amounts the NEOs chose to defer.

Pension value

• Represents compensatory costs as described in the defined benefit and defined contribution tables on pages 103 and 104.

• Mr. Strain had a higher compensatory cost in 2021 because of his promotional increase to his salary and target bonus.

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All other compensation

• Includes flexible benefit credits taken in cash by Mr. Strain, Mr. Connor, and Mr. Goulet.

• The 2020 amounts shown for Mr. Strain, Mr. Connor, and Mr. Goulet include payments made under the 2018 and 2019 Canadian Carryover Vacation Payout programs available to all employees with outstanding carryover vacation days.

• Mr. Strain’s 2020 amount also includes taxes paid relating to a previous overseas assignment and executive allowance.

• Includes tax equalization adjustments in 2020 and 2019 for Mr. Peacher. The 2019 amount reflects the total of 2018 and 2019 tax equalization adjustments. The 2020 amount for Mr. Peacher also includes executive allowance and tax preparation assistance.

• For all NEOs, except Mr. Strain and Mr. Peacher in 2020 and 2021, the amounts shown exclude the total value of perquisites and other personal benefits provided to each NEO that are not generally available to all employees because the total for each NEO is less than $50,000 in the aggregate and less than 10% of their total salary for the fiscal year.

• Mr. Singh’s amount includes a sign-on cash payment provided to replace variable incentives that were forfeited from his previous employer.

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Incentive plan awards

Outstanding share and option awards

The table on the following page is a summary of the outstanding option awards and share awards for the NEOs as at December 31, 2021.

Value of unexercised in-the-money options is the difference between the exercise price of the options and $70.41 (Sun Life Financial’s closing share price on the TSX on December 31, 2021), multiplied by the number of options.

Market value of share awards that have not vested or not been paid is $70.41 multiplied by the number of share units. For presentation purposes, the Sun Shares have been valued using the target performance factor (100%). Share awards that have vested but have not been paid represent an elected deferral of annual incentive, payout under an incentive plan prior to demutualization and/or awards for recruiting purposes or upon mid-year promotion.

			Option awards								Share awards
Named  executive  officer	Year		Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiration date		Value of unexercised in-the money options ($)		Plan		Number of share units that have not vested (#)		Market value of share awards that have not vested ($)		Market value of vested share awards that have not been paid ($)
Kevin D. Strain		2016		27,391		40.16		Feb 23, 2026		828,578
		2017		34,233		48.20		Feb 28, 2027		760,315
		2018		43,190		53.96		Feb 27, 2028		710,476
		2019		63,944		50.58		Feb 26, 2029		1,268,010		Sun Shares		31,362		2,208,204		–
		2020		71,402		62.12		Feb 25, 2030		591,923		Sun Shares		27,451		1,932,802		–
		2021		114,590		62.59		Feb 23, 2031		896,094		Sun Shares		43,654		3,073,713		–
												Unvested DSU		9,969		701,922		–
Total				354,750						5,055,396				112,436		7,916,641		–
Dean A. Connor		2016		124,502		40.16		Aug 06, 2024		3,766,186
		2017		114,108		48.20		Aug 06, 2024		2,534,339
		2018		157,053		53.96		Aug 06, 2024		2,583,522
		2019		216,026		50.58		Aug 06, 2026		4,283,796		Sun Shares		105,953		7,460,125		–
		2020		210,961		62.12		Aug 06, 2026		1,748,867		Sun Shares		81,102		5,710,400		–
		2021		–						–		Sun Shares		108,096		7,611,028		–
												Vested DSU		–		–		10,710,708
Total				822,650						14,916,710				295,151		20,781,553		10,710,708
Manjit Singh		2021		188,312		65.84		May 17, 2031		860,586		Sun Shares		72,764		5,123,279		–
												Unvested DSU		52,674		3,708,791		–
Total				188,312						860,586				125,438		8,832,070		–

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			Option awards								Share awards
Named   executive   officer	Year		Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiration date		Value of unexercised in-the money options ($)		Plan		Number of share units that have not vested (#)		Market value of share awards that have not vested ($)		Market value of vested share awards that have not been paid ($)
Stephen C. Peacher		2018		18,242		53.96		Feb 27, 2028		300,081
		2019		54,695		50.58		Feb 26, 2029		1,084,602		Sun Shares		53,652		3,777,649		–
		2020		107,504		62.12		Feb 25, 2030		891,208		Sun Shares		13,777		970,059		–
												SLC Phantom Units		165,618		1,942,699
		2021		107,736		62.59		Feb 23, 2031		842,496		Sun Shares		13,682		963,338		–
												SLC Management Phantom Units		164,534		1,564,718		–
												Vested DSU		–		–		2,206,453
Total				288,177						3,118,387				411,263		9,218,464		2,206,453
Daniel R. Fishbein		2014		23,561		36.98		May 16, 2024		787,644
		2015		31,999		39.02		Feb 24, 2025		1,004,449
		2016		37,662		40.16		Feb 23, 2026		1,139,276
		2017		32,701		48.20		Feb 28, 2027		726,289
		2018		43,118		53.96		Feb 27, 2028		709,291
		2019		63,811		50.58		Feb 26, 2029		1,265,372		Sun Shares		31,297		2,203,616		–
		2020		64,503		62.12		Feb 25, 2030		534,730		Sun Shares		24,798		1,746,045		–
		2021		68,371		62.59		Feb 23, 2031		534,661		Sun Shares		26,047		1,833,989		–
												Vested DSU		–		–		1,168,573
Total				365,726						6,701,712				82,142		5,783,650		1,168,573
Jacques Goulet		2018		39,264		53.96		Feb 27, 2028		645,893
		2019		58,759		50.58		Feb 26, 2029		1,165,191		Sun Shares		28,819		2,029,171		–
		2020		71,402		62.12		Feb 25, 2030		591,923		Sun Shares		40,944		2,882,868		–
		2020		35,850		57.16		Dec 05, 2030		475,013								–
		2021		88,398		62.59		Feb 23, 2031		691,272		Sun Shares		33,676		2,371,154		–
												Vested DSU		–				296,296
Total				293,673						3,569,292				103,439		7,283,193		296,296

We have not amended, cancelled, replaced or modified any option-based awards that were previously granted.

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Incentive plan awards – value vested or earned during the year

The table below shows:

• the value the NEOs would have realized if they had exercised the options that vested in 2021 on their vesting dates

• the value of share awards that vested and were paid out in 2021

• the annual incentive award earned in 2021 and paid out in March 2022.

Named executive   officer	Option-based awards – value vested during the year ($)		Share-based awards – value vested during the year ($)		Non-equity incentive plan compensation – value earned during the year ($)
Kevin D. Strain		376,325		2,646,258		2,185,079
Dean A. Connor		1,279,942		9,622,621		985,479
Manjit Singh		–		–		1,372,800
Stephen C. Peacher		643,415		4,470,753		2,700,176
Daniel R. Fishbein		369,330		2,641,856		1,548,690
Jacques Goulet		344,599		2,405,742		1,359,000

Value of options vested during the year

The table below shows the value of options that vested for each NEO in 2021. See Executive stock option plan on pages 77 and 78 for more information about the option plan.

Named executive   officer	Grant year		Vesting date		Options vesting (#)		Option exercise price ($)		Share price on vesting date ($)		Option-based awards – value vested during the year ($)
Kevin D. Strain		2017		28-Feb-2021		8,558		48.20		61.24		111,596
		2018		27-Feb-2021		10,798		53.96		61.24		78,609
		2019		26-Feb-2021		15,986		50.58		61.24		170,411
		2020		25-Feb-2021		17,851		62.12		63.00		15,709
										Total		376,325
Dean A. Connor		2017		28-Feb-2021		28,527		48.20		61.24		371,992
		2018		27-Feb-2021		39,263		53.96		61.24		285,835
		2019		26-Feb-2021		54,006		50.58		61.24		575,704
		2020		25-Feb-2021		52,740		62.12		63.00		46,411
										Total		1,279,942
Manjit Singh		–		–		–		–		–		–
										Total		–
Stephen C. Peacher		2017		28-Feb-2021		14,988		48.20		61.24		195,444
		2018		27-Feb-2021		18,242		53.96		61.24		132,802
		2019		26-Feb-2021		27,347		50.58		61.24		291,519
		2020		25-Feb-2021		26,876		62.12		63.00		23,651
										Total		643,416

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Named executive   officer	Grant year		Vesting date		Options vesting (#)		Option exercise price ($)		Share price on vesting date ($)		Option-based awards – value vested during the year ($)
Daniel R. Fishbein		2017		28-Feb-2021		8,175		48.20		61.24		106,602
		2018		27-Feb-2021		10,780		53.96		61.24		78,478
		2019		26-Feb-2021		15,953		50.58		61.24		170,059
		2020		25-Feb-2021		16,126		62.12		63.00		14,191
										Total		369,330
Jacques Goulet		2018		27-Feb-2021		9,816		53.96		61.24		71,460
		2019		26-Feb-2021		14,690		50.58		61.24		156,595
		2020		25-Feb-2021		17,851		62.12		63.00		15,709
		2020		04-Dec-2021		8,963		57.16		68.41		100,834
										Total		344,598
										Total		3,013,611

• Share price on vesting date is the closing price of our common shares on the TSX on the vesting date or the previous trading day if the vesting date falls on a weekend or holiday

• Value vested during the year is the number of options vesting multiplied by the difference between the option exercise price and share price on the vesting date.

Aggregate option exercises for the year ended December 31, 2021

The following table shows, for each NEO, the number of common shares acquired through option exercises during the year ended December 31, 2021 and the aggregate value realized upon exercise. Value realized upon exercise is the difference between the closing price of our common shares on the TSX on the exercise date and the exercise price of the option. Mr. Connor’s option exercises for 2021 were made in accordance with the pre-arranged terms of his automatic securities disposition plan adopted in 2019.

Named executive officer	Securities acquired at exercise (#)		Aggregate value realized ($)
Kevin D. Strain		–		–
Dean A. Connor		423,904		11,954,249
Manjit Singh		–		–
Stephen C. Peacher		184,780		3,213,034
Daniel R. Fishbein		–		–
Jacques Goulet		–		–

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Share awards

The table below shows the total Sun Shares vested and paid out to each NEO in 2021. The value of Sun Shares received on vesting is the number of accrued Sun Shares multiplied by the performance factor, multiplied by the vesting price.

Named executive officer	Grant date		Sun Shares accrued (#)		Performance factor		Vesting price ($)		Value received on vesting ($)
Kevin D. Strain		Feb 27, 2018		25,735		164%		62.70		2,646,258
Dean A. Connor		Feb 27, 2018		93,580		164%		62.70		9,622,621
Manjit Singh		–		–		–		–		–
Stephen C. Peacher		Feb 27, 2018		43,478		164%		62.70		4,470,753
Daniel R. Fishbein		Feb 27, 2018		25,692		164%		62.70		2,641,856
Jacques Goulet		Feb 27, 2018		23,396		164%		62.70		2,405,742

• Vesting price is the average price of our common shares on the TSX over the five trading days before the vesting date.

The table below shows how we calculated the performance factor for the 2018 Sun Share awards (for the performance period from 2018 to 2020, and paid out in early 2021).

					Relative Peer TSR Performance
Performance   cycle	Peer groups	Weight			Below threshold		Threshold		Target (peer avg.)		Maximum		SLF TSR		Actual TSR multiplier
2018 –   2020	North American Insurance		75%	TSX		< -16.9%		-16.9%		-6.9%		3.1%		7.7%		200%
				NYSE		< -17.1%		-17.1%		-7.1%		2.9%		6.8%		200%
	Canadian Banks		25%	TSX		< -9.0%		-9.0%		1.0%		11.0%		7.7%		168%
2020 Multiplier – payout factor (50% weight)  0%								25%		100%		200%				192%
2017 –   2019	North American Insurance		75%	TSX		< -6.1%		-6.1%		3.9%		13.9%		11.0%		171%
				NYSE		< -5.9%		-5.9%		4.1%		14.1%		11.5%		175%
	Canadian Banks		25%	TSX		<1.1%		-1.1%		8.9%		18.9%		11.0%		121%
2019 Multiplier – payout factor (25% weight)  0%								25%		100%		200%				160%
2016 –   2018	North American Insurance		75%	TSX		< -6.5%		-6.5%		3.5%		13.5%		6.5%		130%
				NYSE		< -6.4%		-6.4%		3.6%		13.6%		6.9%		133%
	Canadian Banks		25%	TSX		<2.5%		2.5%		12.5%		22.5%		6.5%		55%
2018 Multiplier – payout factor (25% weight)  0%								25%		100%		200%				112%
Overall weighted average performance factor																164%

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Non-equity incentive plan compensation

See Annual incentive plan starting on page 74 for more information.

Named executive officer	Target award ($)		Business results		Individual multiplier		Final award ($)
Kevin D. Strain		1,273,356		143%		120%		2,185,079
Dean A. Connor		1,650,000		100%		100%		985,479
Manjit Singh		800,000		143%		120%		1,372,800
Stephen C. Peacher		1,817,720		135%		110%		2,700,176
Daniel R. Fishbein		952,736		130%		125%		1,548,690
Jacques Goulet		755,000		150%		120%		1,359,000

• Target Award pro-rated for active employment is used to calculate AIP (subject to any sign-on provisions for the initial year of employment). Mr. Strain’s target award is weighted across his three roles during the year.

• The business results for the CEO and CFO are based 100% on total company performance. For the other NEOs (excluding the President, SLC Management), the business results reflect 25% weighting on total company Reported EPS and 75% on relevant business group performance. Business group performance is measured using Underlying earnings, VNB (AIP basis) and Client measures. For the President, SLC Management, AIP is based on SLC Management business group results.

• The annual incentive plan (AIP) total company performance factor is 143%, including a negative discretionary adjustment primarily to moderate the cumulative, positive impact of external factors on reported earnings. This result is up from our 2020 factor of 93%, reflecting strong reported and underlying net income and VNB performance, combined with target-level Client results.

• AIP business group performance factors reflect a range of outcomes, with overall 2021 scores all exceeding target. A negative discretionary adjustment, comparable to that applied to the total company, was applied to each business group, to moderate the reported earnings component of the plan. Similar to the total company, results are up from 2020, reflecting strong financial performance and solid Client outcomes.

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The table below shows how we calculated the performance factor for total company business results. Underlying Earnings per share removes from Reported Earnings per share the impacts of items that create volatility in our results under IFRS and as defined in Section L - Non-IFRS measures in our 2021 MD&A filed with Canadian securities regulators. VNB (AIP basis) excludes the asset management business and is measured on a constant currency basis.

										What we achieved in 2021
Primary measures	Weighting	Below threshold		Threshold		Target		Maximum		Result
Reported   Earnings per share	25%		< $3.38		$3.38		$4.83		$5.80		$6.69	Above Max
Payout factor			0%		25%		100%		200%			200%
+
Underlying   Earnings per share	25%		< $3.95		$3.95		$5.65		$6.78		$6.03	Above Target
Payout factor			0%		25%		100%		200%			134%
+
Value of new business   (AIP basis)	25%		< $839		$839		$1,199		$1,439		$1,360	Above Target
Payout factor			0%		25%		100%		200%			167%
+
Client measures	25%		Assessment of Client Index scores and performance on key Client Business Outcomes									At Target
Payout factor			0%		50%		100%		150%			100%
Overall calculated payout factor												150%
+
Business performance   scorecard	A mechanism to conduct a comprehensive look back on performance and alignment with shareholder experience (up to ±20%)						A negative adjustment to moderate the cumulative, positive impact of external factors on reported earnings					-7%
+
Risk, Compliance and   Control	Results reviewed for any risk, compliance and control considerations (neutral to negative and can lower results to zero)						No adjustment					–%
=
Final performance payout factor			0%		25%		100%				200%	143%

In addition to these objectives and values outlined in the previous table, highlights of our performance in 2021 are provided on page 60.

You can find more information about our business segment results in our 2021 MD&A.

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Pension benefits

Defined benefit plans

The table below shows the defined benefit pension plan obligations for each NEO as at December 31, 2021.

We used the same actuarial methods and assumptions in 2021 that we used to calculate the pension liabilities and annual expenses in our 2021 consolidated financial statements. These assumptions reflect our best estimate of future events, so the values shown in the table below may not be directly comparable to pension liabilities estimates disclosed by other companies.

Named executive   officer

Number of years credited service

Annual lifetime pension

Accrued obligation at start of year ($)

Compensatory change ($)

Non- compensatory change ($)

Accrued obligation at year end ($)

At year end

At age 65

Kevin D. Strain

24.1

451,000

739,000

7,359,000

3,929,000

13,000

11,301,000

Dean A. Connor

14.9

462,000

462,000

8,349,000

389,000

184,000

8,922,000

Manjit Singh

–

–

–

–

–

–

–

Stephen C. Peacher

–

–

–

–

–

–

–

Daniel R. Fishbein

–

–

–

–

–

–

–

Jacques Goulet

–

–

–

–

–

–

–

• Credited service is the actual years of service with the company as of December 31, 2021 used for purposes of the Canadian defined benefit plan. For Mr. Connor, the credited service shown is his credited service at his date of retirement.

• Figures for annual lifetime pension at age 65 are based on the NEO’s pensionable earnings up to December 31, 2021. For Mr. Connor, the pension shown is the actual lifetime pension he received upon retirement in the form of payment that he elected.

• Accrued obligation is the actuarial value of the projected defined benefit obligations for service up to December 31, 2020 and December 31, 2021. The accrued obligation assumes a NEO will receive his or her target bonus between now and retirement The difference between the accrued obligation at the start and end of the year is made up of the compensatory and non–compensatory change detailed in the chart.

• Compensatory change is the defined benefit service cost for 2021 (the value of the projected pension earned during the year) and the impact of any differences between actual increases in compensation in 2021 and the actuarial assumptions used for the year. The 2021 valuation assumptions for the plan include a projected salary increase based on age, which produced a weighted average assumption of 2.80% for all defined benefit plan participants. The compensatory change for Mr. Strain in 2021 reflects his promotional increase in compensation.

• Differences between actual future compensation and increases assumed for purposes of valuation, (as well as other plan experience differing from assumptions), will be reflected in future valuations.

• Non–compensatory change represents the change in pension obligation based on non–compensatory factors like interest on the obligations, impact of changes to the accounting assumptions, and other actuarial gains and losses.

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Defined contribution plans

The table below shows the defined contribution pension plan values for each NEO as at December 31, 2021.

Named executive officer	Accumulated value at    start of year ($)		Compensatory  ($)		Accumulated value at  end of year ($)
Kevin D. Strain		488,909		9,737		628,375
Dean A. Connor		704,537		9,737		892,412
Manjit Singh		0		34,615		51,302
Stephen C. Peacher		6,716,596		363,660		8,127,766
Daniel R. Fishbein		2,160,394		237,633		2,764,168
Jacques Goulet		367,614		137,660		539,695

• U.S. plan values have been converted to Canadian dollars using an exchange rate of 1.273 as of January 1, 2021, 1.263 as of December 31, 2021, and the 2021 average rate of 1.254 for amounts other than beginning and ending balances.

• Compensatory amounts shown for Mr. Connor, Mr. Strain, Mr. Goulet and Mr. Singh represent our matching contributions to the Canadian defined contribution plan. The amounts shown for Mr. Peacher and Mr. Fishbein reflect our contributions to the U.S. 401(k) plan, RIA and non-qualified (Top Hat) plan.

• Accumulated values include net investment earnings and employee contributions.

Termination and change of control benefits

Change of control

We have change of control agreements with our NEOs so we can retain our key leaders if we are involved in a transaction affecting the control of Sun Life. This is key to balancing the goals of the business and the interests of shareholders during a transaction.

If employment is terminated without cause within three years of the change of control (double trigger), benefits are paid as follows:

• 24 months of annual pay and incentive compensation from the date of termination

• mid and long-term incentive awards vest (prorated for Mr. Fishbein in the event of a change of control for our U.S. business) and are paid according to the terms of the respective plans

• most benefits and perquisites continue during the severance period. The early retirement reduction factors in the pension plan may be enhanced, depending on the provisions of the pension plan in which the executive participates.

We define change of control as:

• a consolidation or merger of SLF Inc. or Sun Life Assurance with a non-affiliate, when our outstanding voting shares represent less than 60% (50% for Mr. Fishbein) of the outstanding voting shares of the new entity immediately after the transaction is complete,

• the sale of all or substantially all of the assets of SLF Inc. or Sun Life Assurance to a non-affiliate (except for Mr. Fishbein), or

• the acquisition by a non-affiliate of more than 20% (30% for Mr. Fishbein) of the voting shares of SLF Inc. or Sun Life Assurance.

If the majority of the assets of SLF Inc., Sun Life Assurance, or our U.S. business are sold, it constitutes a change of control for Mr. Fishbein.

When there is a change of control:

• Sun Shares vest and are paid on an accelerated basis when an executive is terminated without cause or leaves the organization for good reason (double trigger) prior to the normal payment date (which is a maximum of three years from the grant date) and are otherwise paid on the normal payment date under the terms of the plan

• any unvested DSUs vest, and vested DSUs are paid either when the executive leaves the organization or on the normal payment date, whichever is earlier

• the board can choose from a range of alternatives to address outstanding options, including accelerated vesting.

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Employee agreements

The table below summarizes our contractual agreements with the NEOs who are actively employed as of December 31, 2021:

Nature of termination	Who it applies to	Type of arrangement
Termination   (without cause)	Manjit Singh	•   Entitled to receive 24 months’ compensation in lieu of notice consistent with our practice pertaining to base salary and annual cash incentive at the time.
Termination   (without cause)	Stephen C. Peacher Daniel R. Fishbein	•   Governed by the terms of severance arrangements that apply to all of our U.S. employees above the Vice-President level. Entitled to four weeks of compensation for each year of service with a minimum severance amount of 12 months of base salary and a maximum of 18 months.

Benefits on termination and change of control

The table below summarizes how we treat the components of our executive compensation program under different termination scenarios. For our NEOs, termination for cause results in the forfeiture of outstanding unvested share units and options, and can also result in a clawback of any or all of the incentive compensation received or realized in the previous 24 months where appropriate.

		Incremental entitlements on other termination scenarios
Compensation   element	Entitlement on resignation	Termination (without cause)	Retirement	Change of control and termination without cause
Salary	•   salary ends	•   salary ends unless otherwise stated in employment agreement	•   salary ends	•   24 months of salary
Annual incentive   award	•   award forfeited	•   award forfeited	•   receive pro-rated award calculated from January 1 to retirement date	•   receive prorated award calculated from January 1 to the date of termination (assumes target performance) •   24 months of bonus calculated as the average bonus paid for the previous three years, or the target bonus for the current year, whichever is higher

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			Incremental entitlements on other termination scenarios
Compensation   element		Entitlement on resignation	Termination (without cause)	Retirement	Change of control and termination without cause
Mid-term incentives	Sun Shares	•   unvested awards forfeited	•   receive pro-rated portion of Sun Shares for active employment during performance period •   paid immediately •   valued using performance factor that includes any variables known at the time of termination	•   fully vest and paid at normal payment date •   valued using actual performance factor	•   unvested awards vest •   paid immediately •   valued using performance factor that includes any variables known at the time of termination
	SLC Management Phantom Units	•   unvested awards forfeited	•   receive pro-rated portion of phantom units to reflect service from the grant date to termination date •   unit value determined as of the termination date	•   fully vest and paid at normal vesting date	•   unvested units vest •   unit value determined as of the termination date
Long-term incentives	Stock options	•   60 days to exercise vested options •   unvested awards forfeited	•   60 days to exercise vested options •   unvested awards forfeited	•   up to 36 months to exercise vested options and options that become vested during the period; up to 60 months for the 2019 grant onward	•   accelerated vesting of all options and up to 36 months to exercise vested options

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		Incremental entitlements on other termination scenarios
Compensation   element	Entitlement on resignation	Termination (without cause)	Retirement	Change of control and termination without cause
DSUs	•   vested awards are paid with timing at the executive’s election •   unvested awards forfeited	•   vested awards are paid with timing at the executive’s election •   unvested awards forfeited	•   vested awards are paid with timing at the executive’s election •   unvested awards are forfeited	•   vested awards are paid with timing at the executive’s election •   unvested awards vest
Estimated pension	•   estimated lump-sum value of accrued pension	•   estimated lump-sum value of accrued pension	•   estimated lump-sum value of accrued pension	•   estimated lump-sum value of accrued pension including change of control severance period under the defined benefit plans
Estimated perquisites	•   perquisites end	•   perquisites end	•   perquisites end	•   perquisites continue until 24 months after termination or reemployment, whichever is earlier •   outplacement counselling services (maximum $40,000 in CAD, or USD if paid in USD)

Executives are required to meet specific conditions to qualify for retirement under each of our incentive plans, which include:

For incentives granted on or after July 31, 2019:

• Be at least 55 years old

• Having 5 or more years of continuous service

• Sum of age and years of service being at least 65

• Voluntarily terminate employment and provide at least six months’ notice

• Agree not to compete with Sun Life or solicit any of our employees or customers for 12 months under the option plan, and for the length of time that units remain outstanding under the Sun Share Unit Plan.

For incentives granted before July 31, 2019:

• Be at least 55 years old and have 10 years of continuous service

• Voluntarily terminate employment and provide at least six months’ notice

• Agree not to compete with Sun Life or solicit any of our employees or customers for 12 months under the option plan, and for the length of time that units remain outstanding under the Sun Share Unit Plan.

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The table below shows the estimated value of the incremental payments the NEOs would receive in each of the situations listed above, assuming a termination date of December 31, 2021.

U.S. values have been converted to Canadian dollars using an exchange rate of 1.263 as of December 31, 2021 for pension ending balances and the 2021 average rate of 1.254 for all other amounts. In the table:

• termination (without cause) represents only contractually agreed upon severance amounts

• change of control assumes double trigger (change of control and termination without cause)

• cash includes salary and annual incentives

• vested and unvested awards include awards under the mid and long–term incentive plans.

Named executive   officer	Compensation component	Estimated existing payments on resignation		Estimated  incremental value on termination, retirement or change of control as of December 31,  2021
				Termination (without cause)		Retirement		Change of control
Kevin D. Strain	Cash:		–		0		1,500,000		6,500,000
President and Chief Executive Officer	Vested awards:		2,903,747		0		0		0
	Unvested awards:		0		5,234,742		10,650,028		10,650,028
	Pension:		7,121,375		0		0		3,708,000
	Perquisites:		–		0		–		100,008
	Total:		10,025,122		5,234,742		12,150,028		20,958,036
	Vested DSUs		0		–		–		–
Manjit Singh	Cash:		–		2,800,000		0		3,600,000
Executive Vice-President and Chief Financial Officer	Vested awards:		0		0		0		0
	Unvested awards:		0		1,054,122				5,983,865
	Pension:		51,302		0		0		0
	Perquisites:		–		0		–		90,024
	Total:		51,302		3,854,122		0		9,673,889
	Vested DSUs:		0		–		–		–
Stephen C. Peacher	Cash:		–		740,452		1,818,300		7,576,773
President, SLC Management	Vested awards:		222,802		0		0		0
	Unvested awards:		0		7,602,423		13,772,668		13,772,668
	Pension:		8,127,766		0		0		0
	Perquisites:		–		0		–		84,018
	Total:		8,350,568		8,342,875		15,590,968		21,433,459
	Vested DSUs:		2,206,453		–		–		–
Daniel R. Fishbein	Cash:		–		752,400		953,040		4,848,800
President, Sun Life U.S.	Vested awards:		4,956,015		0		0		0
	Unvested awards:		0		4,733,526		4,917,330		8,768,310
	Pension:		2,764,168		0		0		0
	Perquisites:		–		0		–		84,018
	Total:		7,720,183		5,485,926		5,870,370		13,701,128
	Vested DSUs:		1,168,573		–		–		–

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Named executive   officer	Compensation component	Estimated existing payments on resignation		Estimated  incremental value on termination, retirement or change of control as of December 31,  2021
				Termination (without cause)		Retirement		Change of control
Jacques Goulet	Cash:		–		0		0		3,492,760
President, Sun Life Canada	Vested awards:		1,333,770		0		0		0
	Unvested awards:		0		5,363,389				10,952,860
	Pension:		539,695		0		0		0
	Perquisites:		–		0		–		90,024
	Total:		1,873,465		5,363,389		0		14,535,644
	Vested DSUs:		296,296		–		–		–

Mr. Peacher qualifies as retirement eligible because of his age and years of service. Mr. Fishbein is retirement eligible for incentives granted after July 31, 2019. This has the following effects:

• the cash amount under Retirement represents an AIP award at target

• unvested Sun Shares would fully vest for Mr. Peacher, be valued using the actual performance factor and be paid at the normal payment date. Mr. Fishbein’s unvested 2020 and 2021 Sun Shares would fully vest.

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Aggregate compensation for Material Risk Takers

As required under the FSB’s Implementation Standard 15, we have defined executives who have a material impact on our risk exposure as MRTs. We had 33 MRT positions in 2021, including members of our Executive Team, executives who perform certain corporate and investment oversight roles, and Business Leaders with significant profit-and-loss accountability who have authority to materially impact the risk exposure of the organization. In 2021, four individuals received sign-on or severance payments. The table below shows the total compensation granted, paid or outstanding for MRTs as of and for the year ended December 31, 2021. Any compensation paid in U.S. dollars has been converted to Canadian dollars using the 2021 average annual exchange rate of 1.254.

Annual fixed and variable compensation

Annual incentives

Share-based incentives

Outstanding

Compensation   element

Salary

Cash

Deferred (DSUs)

Granted

Paid

Vested

Unvested

Sign-on payments

Severance payments

Aggregate value ($M)

14.1

24.0

1.0

35.8

60.4

59.2

126.6

8.6

7.1

• Cash incentives for 2021 did not include any guaranteed payments

• Annual incentives represent bonus earned for the 2021 performance year, paid in 2022, inclusive of business and individual performance results

• Share-based incentives include the value of share units and options and any additional units credited as dividends on share units

• Granted represents the value at grant in 2021

• Paid represents the value received in 2021 when options were exercised and value at vesting, including performance adjustments for Sun Shares (i.e., performance share units)

• Outstanding share-based incentives represents the in-the-money value of options and the market value of share unit awards using a share price of $70.41 for vested and unvested options and share units as at December 31, 2021

• Sign-on payments represent cash and share unit commitments made upon hire to replace amounts forfeited from previous employer

• Severance payments represent the value of benefits received on termination.

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The table below shows the change in value of outstanding MRT deferred compensation during 2021 based on explicit, implicit and other adjustments as outlined in the guidelines issued by the Basel Committee on Banking Supervision.

			Change in value during 2021
	Aggregate value of deferred compensation at January 1, 2021 ($M)		Explicit adjustments ($M)		Implicit adjustments ($M)		Other adjustments ($M)		Aggregate value of deferred compensation at December 31, 2021 ($M)
Total		158.9		14.6		72.8		-24.5		221.8
Percentage change				9.2%		45.8%		-15.4%		39.6%

• Aggregate value at January 1, 2021 reflects the value of outstanding share units and options

• Explicit adjustments reflect the interim performance factor estimates for the 2019, 2020 and 2021 awards approved by the board in February 2022. This would also include clawbacks if applicable, but none were applied in 2021

• Implicit adjustments reflect the impact of changes in share price and accumulated dividends

• Other adjustments reflect the net impact of the redemption of vested share units, the grant of new share units, forfeited units and option exercises during 2021

• Aggregate value at December 31, 2021 reflects the impact of explicit, implicit and other adjustments during 2021 on the value of outstanding share units and options.

Securities authorized for issue under equity compensation plans

The table below shows the common shares to be issued under the option plan as at December 31, 2021. It also shows the number of common shares available for issue under the option plan which was approved by our common shareholders.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		3,042,240		$55.85		3,875,905

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Other information

Loans to directors, executives and employees

We do not grant or guarantee personal loans to our directors and executive officers. The information in the table below is as at February 28, 2022 and shows: (i) the total loans outstanding to current and former employees from SLF Inc. or our subsidiaries; and (ii) the total loans outstanding to current and former employees of a subsidiary of SLF Inc. from other entities where such loans have been made to facilitate investments by those employees in certain funds managed by the subsidiary and the subsidiary has guaranteed those loans.

	Total outstanding loans
Purpose	Payable by Employees/ Former Employees to Sun Life or our subsidiaries ($)		Payable by Employees/   Former Employees   to another entity   ($)
Securities purchases		$   384,000	$3,217,880
Other		$2,873,449	–

Directors and officers liability insurance

We have liability insurance to protect our directors and officers against liabilities they may incur in their capacity as directors and officers of SLF Inc. and our subsidiaries in circumstances where the company cannot provide indemnification. The current policy runs from November 1, 2021 to October 31, 2022 with coverage of up to $210 million. We pay a premium of approximately $1.2 million and there is no deductible.

For more information

You can find recent financial information about SLF Inc. in our consolidated financial statements and MD&A for the year ended December 31, 2021. These and other documents are available on our website (www.sunlife.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov/edgar.shtml).

You may also request a copy of our most recent consolidated financial statements and MD&A from our Corporate Secretary.

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MIC-01-2022 1 York Street, Toronto Ontario Canada M5J 0B6 sunlife.com Being a sustainable company is essential to our overall business success. Learn more at sunlife.com/sustainability At Sun Life, we believe that being accountable for the impact of our operations on the environment is one part of building sustainable, healthier communities for life. The adoption of “Notice and Access” to deliver this circular to our shareholders has resulted in significant cost savings as well as the following environmental savings: This circular is printed on FSC® certified paper. The fibre used in the manufacture of the paper stock comes from well-managed forests and controlled sources. The greenhouse gas emissions associated with the production, distribution and paper lifecycle of this circular have been calculated and offset by Carbonzero. 250 mil. BTUs of total energy 540 Trees 35 lbs water pollutants 251,700 gallons of water 16,850 lbs solid waste 46,405 lbs greenhouse gases paper from responsible sources FSC C132107 CZC-1531-2101-2012 carbonezero Life’s brighter under the sun sun life The world’s most sustainable corporations

EX-99.2

Exhibit 99.2

NOTICE AND ACCESS As permitted by the Canadian Securities Administrators and pursuant to an exemption from the proxy solicitation requirement received from the Office of the Superintendent of Financial Institutions, we are using notice and access to deliver our Management Information Circular (circular) to our registered and non-registered shareholders for our annual meeting. We are also using notice and access to deliver our annual management’s discussion and analysis (MD&A) to our registered shareholders and our MD&A and annual financial statements (together with our MD&A and circular, the “meeting materials”) to share ownership account participants and non-registered shareholders. This means that instead of receiving a paper copy of certain meeting materials, you are receiving this notice, which provides information on how to access these meeting materials online. You will also find below information on how to request paper copies of these meeting materials if you prefer. Adopting notice and access allows us to reduce our printing and mailing costs, and is consistent with our sustainability strategy. You will find enclosed with this notice a proxy or voting instruction form, enabling you to vote at our annual meeting. Notice of 2022 annual meeting of common shareholders and notice of availability of meeting materials NA-1-22 WE ENCOURAGE YOU TO READ THE CIRCULAR BEFORE EXERCISING YOUR VOTE. Shareholders are invited to attend our annual meeting: WHEN: Wednesday, May 11, 2022 5:00 P.M. (Toronto time). WHERE: Virtually Via live webcast online at https://web.lumiagm.com/422392842 Password: ”sunlife2022” (case sensitive) We recommend that you log in at least one hour before the meeting starts. In Person (subject to ongoing developments related to the COVID-19 pandemic and being permitted by public health guidelines) 1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada Shareholders are advised to check our website www.sunlife.com/2022agm periodically in advance of the meeting for any updates on in person attendance in light of the COVID-19 pandemic. Notice of 2022 Annual Meeting | Notice of Availability of Meeting Materials 01 SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS: 01 Election of the directors (page 12 of the circular) 02 Appointment of the auditor (page 22 of the circular) 03 A non-binding advisory vote on our approach to executive compensation (page 23 of the circular) MEETING MATERIALS CAN BE FOUND ONLINE ON: SEDAR at www.sedar.com EDGAR at www.sec.gov/edgar.shtml Our transfer agent’s website at www.meetingdocuments.com/TSXT/slf Our website at www.sunlife.com/2022agm

VOTING: Voting Deadline: May 9, 2022 at 5:00 P.M. (Toronto time) REGISTERED SHAREHOLDERS AND SHARE OWNERSHIP ACCOUNT PARTICIPANTS Return your completed proxies, or exercise your vote by the voting deadline. Please refer to your proxy for detailed instructions on how to vote. INTERNET: www.tsxtrust.com/vote-proxy TELEPHONE: 1 888-489-7352 (toll–free Canada & U.S.) SCAN & EMAIL: proxyvote@tmx.com MAIL: Please use the envelope provided NON-REGISTERED SHAREHOLDERS Return your completed voting instruction form (VIF) or exercise your vote by the voting deadline using the control number on your VIF. Please refer to your VIF for detailed instructions on how to vote. INTERNET: www.proxyvote.com TELEPHONE: Canadian holders: 1-800-474-7493 (English) 1-800-474-7501 (French) US holders: 1-800-454-8683 SMARTPHONE: Scan QR code found on the VIF MAIL: Please use the envelope provided If you want to attend the meeting and vote your shares virtually, you need to first appoint yourself or your proxyholder by using one of the methods above and then obtain a control number, which is required to vote at the meeting. You can get a control number by calling TSX Trust Company at 1-866-751-6315 (within North America) or 1-212-235-5754 (outside of North America) or by completing an online form at: https://www.tsxtrust.com/control-number-request. Go Digital! Electronic delivery of other continuous disclosure documents REGISTERED SHAREHOLDERS AND SHARE OWNERSHIP ACCOUNT PARTICIPANTS Sign up for e-delivery at tsxtrust.com/SL/GoDigital OR by checking the box on the reverse side of your proxy form and providing your email address. NON-REGISTERED SHAREHOLDERS IN CANADA AND U.S. Sign up for e-delivery at www.proxyvote.com using the control number on your VIF OR after the meeting by obtaining a unique registration number from your financial intermediary. REQUESTING A PAPER COPY OF MEETING MATERIALS: Upon request received at any time prior to or up to one year following the date of filing of the circular, annual report, annual financial statements or annual MD&A, as applicable we will send you a paper copy of the document at no cost. The request can be made online at www.meetingdocuments.com/TSXT/slf or by telephone at 1-888-433-6443 (toll–free from Canada and the U.S.) or 416-682-3801 (other countries). For the circular, your request for a paper copy should be received at least seven business days in advance of the proxy deposit date (being April 28, 2022) in order to receive the circular in advance of the voting deadline. PLEASE CALL: TSX Trust Company, our transfer agent, at 1-888-433-6443 (toll–free Canada and the U.S.) or 416-682-3801 (other countries) if you have questions about Notice and Access. NA-1-22 Notice of 2022 Annual Meeting | Notice of Availability of Meeting Materials 02

EX-99.3

Exhibit 99.3

Sun Life Financial Inc. Form of Shareholder Proxy for the May 11, 2022 Annual Meeting Your control number is: The UNDERSIGNED common shareholder of Sun Life Financial Inc. (the “Company”) hereby appoints William D. Anderson, Chair of the Board, or failing him, Scott F. Powers, Chair of the Governance, Investment & Conduct Review Committee, or failing him, a director of the Company appointed by the directors present at the meeting, or instead of any of the foregoing, as the proxyholder of the undersigned to attend, vote and act on behalf of the undersigned at the Annual Meeting of the Company to be held on Wednesday, May 11, 2022 and at any continuation of the meeting after any adjournment or postponement thereof, to the same extent and with the same powers as if the undersigned were personally present at such meeting or any such continuation thereof. A common shareholder has the right to appoint a person or company other than those designated above by inserting the name of such person in the space provided above. In addition, if you or your proxyholder want to attend the meeting and vote your shares virtually, YOU OR YOUR PROXYHOLDER MUST obtain a new control number by calling 1 (866) 751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) or by completing an online form at: https://www.tsxtrust.com/control-number-request by 5:00 pm (Toronto time) on Monday, May 9, 2022 from the Company’s transfer agent and registrar, TSX Trust Company (TSX Trust). This new control number will allow you or your proxyholder to log in to and vote at the meeting. Without this new control number, you or your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote. A duly completed form of proxy must be received by TSX Trust no later than 5:00 pm (Toronto time) on Monday, May 9, 2022 or, in the case of an adjournment or postponement of the meeting, by no later than 5:00 pm (Toronto time) on the date that is two business days before the meeting is reconvened. See reverse side for instructions for submitting your proxy. Information on the following can be found in the Management Information Circular of the Company dated March 18, 2022. The directors and management recommend common shareholders vote FOR the matters below. Unless otherwise specified, the proxyholders designated by the directors and management intend to vote FOR the matters below: 1. Election of Directors 01 Deepak Chopra For Withhold 06 Helen M. Mallovy Hicks For Withhold 02 Stephanie L. Coyles For Withhold 07 Marie-Lucie Morin For Withhold 03 Ashok K. Gupta For Withhold 08 Scott F. Powers For Withhold 04 M. Marianne Harris For Withhold 09 Kevin D. Strain For Withhold 05 David H. Y. Ho For Withhold 10 Barbara G. Stymiest For Withhold 2. Appointment of Deloitte LLP as Auditor0 For Withhold 3. Non-Binding Advisory Vote on Approach to Executive Compensation . For Against Your Signature(s) (all common shareholders named on proxy must sign) Date (dd-mm-yyyy) X – – If you have questions regarding this proxy, please refer to the Voting section of the Management Information Circular for contact information.

Notes to the Form of Proxy This form of proxy is solicited by and on behalf of the Board of Directors and management. This proxy is valid only for the Annual Meeting on May 11, 2022, and any continuation of the Annual Meeting after any adjournment or postponement thereof. a) If the common shareholder intends to vote by proxy, this form of proxy must be signed and dated by the common shareholder. All signatures must agree with the names on this proxy. If the common shareholder is a corporation, it must be signed by a duly authorized signing officer whose title should be provided. b) If this form of proxy is signed pursuant to a power of attorney, written evidence of the appointment of the attorney must be returned with the completed proxy. c) Should any of the nominees named in paragraph one of this proxy be unable to serve as a director for any reason, the proxyholder reserves the right to vote for another nominee in his or her discretion unless the proxyholder has been specifically instructed on this form of proxy to withhold the vote for the election of directors. d) This form of proxy confers discretionary authority upon the proxyholder with respect to matters that may properly come before the meeting, including any amendments or variations to matters identified in the Notice of Meeting, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the meeting is routine or contested. e) This proxy must be delivered in accordance with the provisions set out in the Management Information Circular dated March 18, 2022. f) An undated proxy is deemed to be dated on the day it was received by TSX Trust Company. Instructions for Submitting Your Proxy By Mail: Mark, sign, date and return in the envelope provided. By Email: Mark, sign, date, scan and email both pages to proxyvote@tmx.com. By Telephone: From Canada or the United States only, using a touch-tone telephone, call toll free 1 (888) 489-7352 (English and French) and follow the voice instructions. You will need to refer to your control number printed on the front of this proxy form. By Internet: Access www.tsxtrust.com/vote-proxy and follow the instructions. You will need to refer to your control number printed on the front of this proxy form. THIS IS THE END OF THE PROXY FORM FOR THE 2022 ANNUAL MEETING. GO DIGITAL! Sign up for our electronic delivery service. Electronic Delivery of Documents We are permitted to deliver our Management Information Circular and management’s discussion and analysis to you through notice-and-access as described in the Circular. If you wish to go digital and receive other materials prepared by Sun Life Financial Inc., such as notices of meeting, proxy forms, annual financial statements and other information by e-mail instead of in hard copy, you can provide your consent by signing up on-line at: tsxtrust.com/SL/GoDigital or by checking the box and providing your e-mail address below. We encourage you to take advantage of this service. You may change your instructions at any time by writing to the Company’s transfer agent, TSX Trust Company, at sunlifeinquiries@tmx.com. Please provide your instructions along with your name, address and Shareholder Account Number at the bottom of this form. To: TSX Trust Company ï± I wish to receive materials prepared by Sun Life Financial Inc., such as notices of meeting, proxy forms, annual financial statements and other information required to be sent to shareholders, electronically. Doing so means that you will be notified by email when such documents are available, at which time they can be viewed and/or downloaded from our website: www.sunlife.com. My e-mail address is: The Insurance Companies Act (Canada) provides that you may also decline to receive annual financial statements, by mail or electronically, by providing written instructions. Please check the box below if you do not wish to receive future annual financial statements. If you do not provide instructions below, the annual financial statements will be sent to you. ï± I do not wish to receive annual financial statements. Shareholder’s name and account number Your signature(s) (all common shareholders named on proxy must sign) Date (dd-mm-yyyy) X – –

S-1 REQUEST FOR FINANCIAL STATEMENTS | DEMANDE D’ÉTATS FINANCIERS ONLINE: VISIT BROADRIDGEFINANCIALREQUESTS.COM EN LIGNE : VISITEZ BROADRIDGEFINANCIALREQUESTS.COM USING YOUR COMPUTER OR MOBILE DATA DEVICE. YOUR CONTROL À L’AIDE DE VOTRE ORDINATEUR OU DE VOTRE APPAREIL PORTABLE. NUMBER IS LOCATED BELOW. VOTRE NUMÉRO DE CONTRÔLE EST INDIQUÉ CI-DESSOUS. CONTROL NUMBER: SCAN TO REQUEST âž” NUMÉRO DE CONTRÔLE : âž” MATERIAL NOW NUMÉRISEZ 9999 9999 9999 9999 POUR DEMANDER LES DOCUMENTS MAINTENANT 25470E503 GR3 To: Holders of Sun Life Financial Inc. (“SLF”) Class A Preferred Shares, Series 3, 4, 5, 8R, 9QR, 10R and 11QR Request for Financial Statements Sun Life Financial Inc.’s annual financial statements, interim financial statements and the related management’s discussion and analysis are available on-line at www.sunlife.com/financialreports. If you want us to mail you a printed copy of these documents, please indicate below. If you do not provide instructions, these documents will not be sent to you. You will be asked this question annually. YES, I wish to receive a paper copy of the 2022 annual financial statements and the related management’s discussion and analysis. YES, I wish to receive a paper copy of the 2022 interim financial statements and the related management’s discussion and analysis. You may also sign up on-line at: http://tsxtrust.com/financialstatements (company code: 6981b). Signature Date (dd/mm/yy) Thank you for investing in Sun Life Financial Inc. Dest. : Porteurs d’actions privilégiées de catégorie A, série 3, 4, 5, 8R, 9QR, 10R et 11QR de la Financière Sun Life inc. (la «FSL») Demande d’envoi des états financiers Les états financiers annuels et les états financiers intermédiaires de la Financière Sun Life inc., de même que les rapports de gestion s’y rapportant, sont accessibles en ligne sur le site www.sunlife.com/rapportsfinanciers.. Si vous désirez que nous vous envoyions par la poste un exemplaire imprimé de ces documents, veuillez l’indiquer ci-dessous. Si vous ne fournissez pas de directives, ces documents ne vous seront pas envoyés. Cette question vous sera posée chaque année. OUI – Je désire recevoir un exemplaire Papier des états financiers annuels de 2022 et du rapport de gestion s’y rapportant. OUI – Je désire recevoir un exemplaire papier des états financiers intermédiaires de 2022 et des rapports de gestion s’y rapportant. Vous pouvez également vous inscrire en ligne à l’adresse http://tsxtrust.com/financialstatements/fr (code de la société : 6981b). Signature Date (jj/mm/aa) Nous vous remercions d’avoir investi dans la Financière Sun Life inc. 9999 9999 9999 9999

EX-99.4

Exhibit 99.4

E-1-2022 E-DELIVERY IS EASY AND CONVENIENT. FOLLOW THESE SIMPLE STEPS NOW: At Sun Life we have a long-standing commitment to sustainability. As part of that commitment, we are accountable for the impact of our operations on the environment. Help us reduce the amount of printed material we produce: please consider receiving your investor information electronically. Go Digital! Go to www.proxyvote.com or use your smartphone to scan the QR code provided Enter the 16-digit control number from the enclosed Voting Instruction Form Vote and make your final submission Go to “More options for this meeting” Click on “Sign up for email delivery” Click “email” Enter your email address Read and accept the E-delivery Service Agreement Click “Submit” and you are done!

EX-99.5

Exhibit 99.5

Sun Life Sun Life Financial Inc. 2021 Annual Report

Table of Contents 02 Financial highlights 03 Message from the Chair 04 Message from the CEO 09 Management’s discussion and analysis 105 Consolidated financial statements and notes 191 Sources of earnings 194 Board of directors and executive team 195 Subsidiaries and associates 201 Major offices 205 Corporate and shareholder information Sustainability and our Client Impact Strategy As a purpose-driven company, we’re here for our Clients through life’s most important moments. Embedding sustainability as a key component of our strategy supports how we deliver meaningful outcomes. We want to help create a brighter future for our Clients, employees, advisors, investors and communities. Visit sunlife.com/sustainability to learn more about our sustainability efforts. Sun Life at a glance We’re driven by our purpose and it’s our people who make us a leading international financial services organization. Sustainable investing - committed to $20 billion in new sustainable investments over the next five years. DE&I commitments - our Diversity, Equity & Inclusion Strategy 2025 outlines our focus areas, our goals, the progress we’re making and our promise to keep pushing for action. Net zero by 2050 - committed to the goal of net-zero greenhouse gas emissions for our investments and operations. Carbon neutral operations - our global business operations are carbon neutral and we continue to reduce greenhouse gas emissions. Front Cover Artwork: Circle of Trust 2020 | Acrylic on Canvas Artist: Jane Waterous Gallery Affiliation: Galerie de Bellefeuille Starting this year, the cover of our Annual Report will feature work from artists who bring forward diverse voices, perspectives and views. The circle is resonant for Sun Life. It’s prominent in our brand, symbolizes our inclusive culture and reminds us of the role we play in our Clients’ lives. Jane Waterous is an internationally renowned artist, focusing on themes of Love, Life, Laughter and Family. 50,000 employees* 27 markets* 11 8,400 advisors* *At the end of 2021. Rounded to the nearest hundred. Represents full-time equivalent employees, temporary employees and employees in Asia joint ventures.

Moments that matter - Micah’s story Dealing with symptoms affecting his nervous system, Micah received a probable diagnosis of multiple sclerosis (MS). He turned to PinnacleCare, a Sun Life company in the U.S., for a second opinion. Micah’s personal health advisor, along with a team of researchers and specialists, navigated the complex health-care system on his behalf. They were there for him when he needed it most. Through PinnacleCare, Micah connected with a top neurological expert with a specialty in MS. It was confirmed Micah had received a misdiagnosis. Thanks to the work of his PinnacleCare team, Micah is now able to refocus his medical care journey. “It feels like you have a team constantly working to advocate for you.”Our purpose Helping our Clients achieve lifetime financial security and live healthier lives Balanced and diversified business Business pillars Underlying net income*1,2 38% Sun Life Asset Management 2021 14% Sun Life U.S. 16% Sun Life Asia 32% Sun Life Canada Business mix Underlying net income1,3 30% Group & shorter duration insurance 19% Traditional insurance 2021 51% Wealth & asset management $1.44 trillion Assets under management1,2 15% YoY growth *Excludes Corporate underlying net income of $(48)M Refer to page 203 for endnotes. All figures in Canadian dollars unless otherwise stated. Sun Life Financial Inc. | 2021 ANNUAL REPORT

Financial Highlights Delivering value to our shareholders 5-year total shareholder return 73% TSX Financial Sector 65% Sun Life 61% TSX Composite $18.7 billion Claims and benefits paid in 20211 Represents Total Shareholder Return as described in our 2021 Management Information Circular. Data source: Bloomberg. Reported net income in $ millions 10% 5-Year CAGR4 $ 2,149 2017 $3,934 2021 Underlying net income2 in $ millions 9% 5-Year CAGR4 $2,546 2017 $3,533 2021 Sales growth2 Insurance 6% 5-Year CAGR4 Wealth and asset management 11% 5-Year CAGR4 Value of new business 2,5 in $ millions 9% 5-Year CAGR4 $968 $1,346 2021 Dividend per common share 7% 5-Year CAGR4 $1.75 2017 $2.31 2021 Strong capital and financial flexibility Life insurance capital adequacy test (LICAT) ratio 1,6 145% Sun Life Financial Inc. 124% Sun Life Assurance Financial leverage ratio1,2 25.5% Target 25% Medium-term financial objectives2,7 EPS growth 8-10% per annum Return on equity 16%+ Dividend payout ratio 40-50%8 - Based on underlying net income 5-year progress on medium-term financial objectives 9 10% Growth in earnings per share 14.2% Return on equity 40% Dividend payout ratio Refer to page 203 for endnotes. All figures in Canadian dollars unless otherwise stated.2 Sun Life Financial Inc. | 2021 ANNUAL REPORT

Message from the Chair To my fellow shareholders, In 2021, Sun Life delivered strong financial performance and long-term value for our shareholders. Equally important, we were there for our Clients when they needed us most. Delivering on our purpose of helping Clients achieve lifetime financial security and live healthier lives proved more important this past year than ever before. These results were made possible by the determination, commitment and resilience of our employees and advisors as the pandemic proved to be relentless. The Board and I continue to be inspired by how our people achieve meaningful outcomes for Clients while trying to balance the responsibilities and challenges of maintaining their own and their families’ well-being. Sun Life’s diversified business model, combined with our robust risk management and disciplined approach to capital allocation, once again proved to be a key strength. The company achieved 10% growth in underlying net income in 2021. The company achieved 10% growth in underlying net income in 2021. In terms of capital allocation, Sun Life managed more than 10 capital transactions that continued to help us build scale and add capabilities across our businesses. Our agreement to acquire DentaQuest in the U.S. and the ACB bancassurance transaction in Vietnam are great examples. Sun Life also continues to make significant investments in areas that contribute to our Client Impact Strategy including digital leadership. Thinking and acting like a digital company is core to Sun Life’s strategy. This philosophy has helped enhance our digital capabilities across the organization and transform both our Client experience and the way we work. As I have noted in my previous letters to shareholders, Sun Life has been repeatedly recognized for our sustainability strategy. While many companies continue to play a larger role addressing issues including the environment, diversity, equity and inclusion, Sun Life has taken even bolder steps in our sustainability journey. In 2021 we established the role of Chief Sustainability Officer reporting directly to the CEO and we embedded sustainability into the strategy of each of our businesses. We also committed an additional $20 billion in new sustainable investments over the next five years and set a goal of net-zero greenhouse gas emissions by 2050 as an asset owner and manager. Diversity, equity and inclusion remains integral to our sustainability plan. As part of Sun Life’s focus, meaningful progress is being made towards achieving our 2025 diversity targets. This focus also extends to your Board of Directors. I’m proud of the broad range of business and strategic expertise we have added to the Board the past year with the addition of Deepak Chopra, David Ho, Helen Mallovy Hicks and Marie-Lucie Morin. We have increased boardroom representation in gender and from underrepresented communities to further enhance our capabilities. Sun Life’s values and purpose resonate deeply with all of our Directors. I would be remiss if I didn’t congratulate our new President and CEO, Kevin Strain, who succeeded Dean Connor in August 2021. Kevin is off to a great start and the Board is confident in his ability to lead Sun Life’s continued success for all our stakeholders well into the future. My 12-year term as a Director ends after the Annual Meeting in May. It has been a pleasure and an honour to serve and represent our shareholders and policyholders the past 12 years, five of which I served as Chair. I would also like to recognize Martin Glynn who is retiring after the Annual Meeting having completed his 12-year term. Martin has been an excellent Director and an important contributor to all of our Board discussions. I am pleased to welcome Scott Powers as the next Chair of Sun Life’s Board. Scott has been a highly respected and valued Board member since 2015. He brings strong leadership, a strategic approach to governance and extensive experience in financial services. During my tenure on the Board, I have seen tremendous growth and transformation take place across the company under the leadership of both Dean and Kevin. This transformation was an important factor enabling Sun Life to deliver a Total Shareholder Return of 18.75%, compounded annually, for the ten years ending in 2021, a leader among our global industry peers. On behalf of the Board and all of Sun Life’s dedicated employees and advisors, our deepest appreciation to our Clients, shareholders and other stakeholders for your continued loyalty and trust. William (Bill) D. Anderson Chair of the Board Sun Life Financial Inc. | 2021 ANNUAL REPORT 3

Message from the CEO Our purpose inspires, guides and drives everything we do. Helping Clients achieve lifetime financial security and live healthier lives has never been more meaningful and important. It’s our purpose. It inspires, guides and drives everything we do. So much has changed in the last two years. The COVID-19 pandemic’s deadly toll, social justice inequities, environmental threats, and geopolitical aggressions have redefined our lives and our priorities. These pressures have weighed heavily on all of us, mentally and physically. We’ve felt isolated during lockdowns and seen great illness and tragic loss of life. Even as I write this letter, the world is now grappling with more tragedy and devastation with the invasion of Ukraine and the ensuing humanitarian crisis. It’s my fervent hope that peace is restored quickly. At the same time, it’s been inspiring to witness the resilience and adaptability of the human spirit, which gives me hope. Nothing embodies this more than the introduction of vaccines and innovative therapies. Technology has also played a critical role in our ability to adapt by helping us stay in touch at work and in our personal lives. It has also led us to redefine the future of work at Sun Life, creating a work environment where there is flexibility and choice guided by Client and business needs. We have been there for our Clients when they needed us most. Since March 2020, Sun Life has paid almost $900 million to our Clients and their families in COVID-related claims. We’ve also been there for our communities throughout the pandemic, donating more than $4.5 million in support of food banks, closing the gap around health inequities, and to aid vaccine distribution efforts. Since March 2020, Sun Life has paid almost $900 million to our Clients and their families in COVID-related claims. And we saw many people and companies, including Sun Life, make tangible and visible commitments to sustainability. We made net-zero greenhouse gas commitments as both an asset owner and as an asset manager in an effort to be part of the solution to climate change. I remain hopeful that this resilience will lead to a brighter future and that we will create a more positive, sustainable, healthier world. As Nelson Mandela once said, "I am fundamentally an optimist. Whether that comes from nature or nurture, I cannot say. Part of being optimistic is keeping one’s head pointed toward the sun, one’s feet moving forward." At Sun Life we are optimistic about our future. The Sun Life team rose to meet every challenge over the past year. We’ve kept our heads pointed towards the sun and kept moving forward. We rallied together, helped each other and showed great care in serving our Clients as they faced some of their greatest challenges. We found new and innovative ways to help our Clients with their financial security and to help them live healthier lives. 4 Sun Life Financial Inc. | 2021 ANNUAL REPORT

Having an impact on our Clients and communities Helping our Clients build and achieve financial security - that incorporates wealth and asset management, health and protection solutions, and holistic advice - is core to what we do. Success is measured by impact: both financial and health outcomes. We’re also helping our Clients by increasing access to tools, support and products focused on driving positive outcomes. Here are some ways we helped our Clients in 2021. Supporting financial outcomes Malaysia - offering microinsurance solutions like GOLIFE, which helps Clients in underserved communities access affordable insurance. Canada - teamed up with Conquest Planning to equip our Clients with personalized financial plans. Asset Management - acquired Crescent Capital Group, extending SLC Management’s solutions to include alternative credit. Canada - launched our online Mental Health Coach, helping group benefits Clients address mental health needs. Philippines - GoWell Studio, an on-demand wellness initiative to help Clients access exercise programs, guided meditation and health-care awareness and education resources. U.S. - expanded our online Dental Health Center with a dental cost estimator, videos and articles. The acquisition of DentaQuest (scheduled for completion in 2022) will position Sun Life as a leading dental benefits provider in the U.S., with a focus on supporting underserved populations to improve oral care access. Purpose-driven business strategy In 2021, we introduced our refreshed strategy with a focus to accelerate our priorities, drive bolder outcomes and most importantly, have greater Client Impact. We have diversified businesses across asset management, insurance and health protection. This is what makes us truly unique. This mix of businesses will help deliver on our purpose, but also reach our ambition: to be one of the best asset management and insurance companies in the world. Our path to win is based on a clear strategy to grow across our pillars - Asset Management, Canada, U.S. and Asia. We have four areas of focus: distribution excellence, financial discipline, digital leadership and sustainability. We’re continuing to emphasize measures that have supported our success - excelling in distribution whether it be at Sun Life, through our best-in-class advisor channel, third-parties, or new innovative channels, combined with a prudent approach to financial discipline that includes financial performance, risk management and strong capital management. Empowered People and Inclusive Culture Sustainability Driven Digital Leadership Client Impact Financial Discipline Distribution Excellene Trusted Brand Sun Life Financial Inc. | 2021 ANNUAL REPORT 5

Digital Leadership To achieve digital leadership we are accelerating our digital capabilities, changing how we work together and thinking and acting like a digital company. Ultimately, we are focused on creating exceptional digital experiences and digital Client relationships. The pandemic accelerated the need for digital tools and innovation to support Clients where and when they needed it. From virtual health care to new online products and services, to enhancing the ability for digital insurance applications, wealth transactions and eClaims, we made it easier for Clients to do business with us across our operations. Digital coach, Ella, proactively nudged Canadian Clients more than 20 million times in 2021. Lumino Health website saw 1.6 million visitors. Launched Sun Life Link in the U.S. - a portfolio of digital connection solutions creating easier interactions for plan sponsors. Canada digitally processed 93% of retail insurance applications, 83% of retail wealth transactions and 96% of group benefits health and dental claims, throughout the year. The U.S. increased employees covered on the Sun Life + Maxwell Health platform by 70% compared to 2020. In Asia, 71% of new business applications were submitted digitally in 2021. Deepening our commitment to sustainability If the pandemic is defining our lives at this moment, climate change will define our lifetime. 2021 was a year where Sun Life deepened its commitment to sustainability. For us, sustainability is an imperative. To keep our strategy future-focused, we appointed Sun Life’s first Chief Sustainability Officer, reporting to me, with a mandate to lead company-wide actions and embed sustainable practices across our businesses. Our drive for sustainability focuses on the areas we know best and where we can have the biggest impact - increasing financial security, fostering healthier lives and advancing sustainable investing. Last year we launched several initiatives to drive real change. Through our General Account and SLC Management’s third-party investments, we have approximately $60 billion in sustainable investments and set a goal to invest an additional $20 billion over the next five years. We achieved carbon neutrality across our global business operations and committed to the goal of net-zero greenhouse gas emissions by 2050 or sooner as an asset owner and manager. Diversity, Equity & Inclusion We continue to make progress towards our 2025 Diversity, Equity & Inclusion goals, which include gender parity at the VP+ level and 25% of our senior leaders in North America from underrepresented communities. We’re a member of the Canadian Council for Aboriginal Business and we’re one of the first insurance companies in Canada to begin PAR (Progressive Aboriginal Relations) certification. I’m proud of the positive social and environmental impact Sun Life has had and the work we’ve done towards our sustainability commitments. And because the work is not done, we will continue our impact and look for ways to increase it. 6 Sun Life Financial Inc. | 2021 ANNUAL REPORT

Delivering for shareholders We delivered for our shareholders in 2021. Guided by our purpose, we executed on our strategic priorities and made great strides towards our ambition. Our results are impressive, especially given they were achieved with the pandemic as a backdrop. In 2021, Reported net income was $3.9 billion, up 64% compared to 2020. Underlying net income and underlying earnings per share increased 10% in 2021, at the top end of our medium-term objective of 8-10%. Success was driven across the company with each business contributing to our results. 51% of our income came from wealth and asset management, SLC Management had net flows of over $32 billion, MFS hit record AUM, Asia’s wealth sales increased by more than $4.5 billion, Canada saw growth in underlying net income of 5%, and the U.S. had record Group Benefits sales of US$1.2 billion. We’re delivering value to our shareholders, with a 10-year Total Shareholder Return of 18.75%, compounded annually. And with the removal of government restrictions for regulated financial institutions last year, we announced a 20% increase to our common share dividend, reinforcing our commitment to provide strong returns to shareholders. We announced a 20% increase to our common share dividend, reinforcing our commitment to provide strong returns to shareholders. We effectively managed capital with more than 10 strategic transactions. This included the acquisitions of PinnacleCare and Crescent Capital, our agreement to acquire DentaQuest (scheduled for completion in 2022), the IPO of our India asset management joint venture, and an increase in our investment in Bowtie, Hong Kong’s first virtual insurer. In Q3 2021, we announced a new medium-term underlying Return on equity (ROE) objective of 16%+, and for the year we trended well towards our objective, generating an underlying ROE of 15.4%. Leadership matters Last year, Sun Life’s former President and CEO Dean Connor retired after 10 years leading the organization. Dean’s legacy lives on. He is my mentor and under his leadership we put Clients at the centre of our strategy. Throughout Dean’s tenure, Sun Life became known as a company with a strong strategy and even stronger execution. Bill Anderson, Sun Life’s Chair, announced in December he’s retiring after his full term of 12 years on our Board, the last five as Chair. Bill has played an instrumental role charting Sun Life’s path forward and delivering industry-leading returns to you, our shareholders. Scott Powers, Chair of the Governance, Investment and Conduct Review Committee, will succeed Bill as Board Chair following our upcoming Annual Meeting in May. Scott brings an exceptional level of expertise and experience to his new role. I look forward to working with Scott as we build Sun Life for the future. Sun Life Financial Inc. | 2021 ANNUAL REPORT 7

A brighter tomorrow I’m excited about what lies ahead for Sun Life. Success means delivering on our purpose and executing on our strategy. Sustainability and digital will play important roles and our people and culture will be how we get there. Our culture is our superpower. I’m honoured to lead a company that is empowered by passionate and engaged people. Together, we’re focused on creating and embracing a future of work that is flexible, caring, and supportive of our employees’ success and well-being. We’re a company that puts people first and delivers great Client experiences, with everyone united by our common purpose. We are leading with our heads turned towards the sun as we move our feet ever forward. Sun Life’s future remains bright for our Clients, employees, advisors, and for you, our shareholders, because optimism makes for a brighter tomorrow. Thank you for your ongoing trust and confidence in Sun Life. Kevin Strain President & Chief Executive Office 8 Sun Life Financial Inc. | 2021 ANNUAL REPORT

MANAGEMENT’S

DISCUSSION

AND ANALYSIS

10	A. HOW WE REPORT OUR RESULTS
11	B. OVERVIEW
11	1. Strategy
14	2. Financial Objectives
14	3. Sustainability Plan
14	4. Acquisitions and Other
15	5. COVID-19
17	C. FINANCIAL SUMMARY
18	D. PROFITABILITY
20	E. GROWTH
20	1. Sales and Value of New Business
21	2. Assets Under Management
22	F. FINANCIAL STRENGTH
24	G. PERFORMANCE BY BUSINESS GROUP
24	1. Canada
28	2. U.S.
31	3. Asset Management
34	4. Asia
38	5. Corporate
39	H. INVESTMENTS
39	1. Investment Profile
39	2. Debt Securities
41	3. Equities
41	4. Mortgages and Loans
43	5. Derivatives
45	6. Investment Properties
45	7. Impaired Assets
45	8. Asset Default Provision

46	I. CAPITAL AND LIQUIDITY MANAGEMENT
46	1. Capital
49	2. Capital Adequacy
50	3. Shareholder Dividends
51	4. Principal Sources and Uses of Funds
52	5. Liquidity
53	J. RISK MANAGEMENT
53	1. Risk Management Framework
54	2. Risk Governance
55	3. Risk Universe
55	4. Risk Appetite
56	5. Risk Management Policies
56	6. Risk Management Process
56	7. Three Lines of Defence
57	8. Risk Culture and Philosophy
58	9. Risk Categories
80	K. ADDITIONAL FINANCIAL DISCLOSURE
80	1. Selected Annual Information
80	2. Items related to Statement of Operations
83	3. Items related to Statement of Financial Position
84	4. Fourth Quarter 2021 Profitability
86	5. Fourth Quarter 2021 Growth
86	6. Previous Quarters
88	L. NON-IFRS FINANCIAL MEASURES
94	M. ACCOUNTING AND CONTROL MATTERS
94	1. Critical Accounting Policies and Estimates
100	2. Changes in Accounting Policies
102	3. Disclosure Controls and Procedures
102	N. LEGAL AND REGULATORY PROCEEDINGS
103	O. FORWARD-LOOKING STATEMENTS

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 9

Management’s Discussion and Analysis

February 9, 2022

 A. How We Report Our Results

Sun Life is a leading international financial services organization providing asset management, wealth, insurance and health solutions to individual and institutional Clients. Sun Life has operations in a number of markets worldwide, including Canada, the United States, the United Kingdom, Ireland, Hong Kong, the Philippines, Japan, Indonesia, India, China, Australia, Singapore, Vietnam, Malaysia and Bermuda. As of December 31, 2021, Sun Life had total assets under management (“AUM”) of $1.44 trillion. For more information please visit www.sunlife.com.

Sun Life Financial Inc. trades on the Toronto (TSX), New York (NYSE) and Philippine (PSE) stock exchanges under the ticker symbol SLF.

Sun Life Financial Inc. (“SLF Inc.”) is a publicly traded company domiciled in Canada and is the holding company of Sun Life Assurance Company of Canada (“Sun Life Assurance”). In this management’s discussion and analysis (“MD&A”), SLF Inc., its subsidiaries and, where applicable, its joint ventures and associates are collectively referred to as “the Company”, “Sun Life”, “we”, “our”, and “us”. Unless otherwise indicated, all information in this MD&A is presented as at and for the year ended December 31, 2021 and the information contained in this document is in Canadian dollars.

Where information at and for the year ended December 31, 2021 is not available, information available for the latest period before December 31, 2021 is used. Except where otherwise noted, financial information is presented in accordance with International Financial Reporting Standards (“IFRS”) and the accounting requirements of the Office of the Superintendent of Financial Institutions (“OSFI”). Reported net income (loss) refers to Common shareholders’ net income (loss) determined in accordance with IFRS.

We manage our operations and report our financial results in five business segments: Canada, United States (“U.S.”), Asset Management, Asia, and Corporate. Information concerning these segments is included in our annual and interim consolidated financial statements and accompanying notes (“Annual Consolidated Financial Statements” and “Interim Consolidated Financial Statements”, respectively, and “Consolidated Financial Statements” collectively), and this MD&A document.

1. Use of Non-IFRS Financial Measures

We report certain financial information using non-IFRS financial measures, as we believe that these measures provide information that is useful to investors in understanding our performance and facilitate a comparison of our quarterly and full year results from period to period. These non-IFRS financial measures do not have any standardized meaning and may not be comparable with similar measures used by other companies. For certain non-IFRS financial measures, there are no directly comparable amounts under IFRS. These non-IFRS financial measures should not be viewed in isolation from or as alternatives to measures of financial performance determined in accordance with IFRS. Additional information concerning non-IFRS financial measures and, if applicable, reconciliations to the closest IFRS measures are available in section L - Non-IFRS Financial Measures in this document and the Supplementary Financial Information package that is available on www.sunlife.com under Investors - Financial results and reports.

2. Forward-looking Statements

Certain statements in this document are forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Additional information concerning forward-looking statements and important risk factors that could cause our assumptions, estimates, expectations and projections to be inaccurate and our actual results or events to differ materially from those expressed in or implied by such forward-looking statements can be found in section O - Forward-looking Statements in this document.

3. Additional Information

Additional information about SLF Inc. can be found in the Consolidated Financial Statements, the annual and interim MD&A, and SLF Inc.’s Annual Information Form (“AIF”) for the year ended December 31, 2021. These documents are filed with securities regulators in Canada and are available at www.sedar.com. SLF Inc.’s Annual Consolidated Financial Statements, annual MD&A and AIF are filed with the United States Securities and Exchange Commission (“SEC”) in SLF Inc.’s annual report on Form 40-F and SLF Inc.’s interim MD&A and Interim Consolidated Financial Statements are furnished to the SEC on Form 6-Ks and are available at www.sec.gov.

4. COVID-19 Pandemic Considerations

In early 2020, the world was impacted by COVID-19, which was declared a pandemic by the World Health Organization. The overall impact of the COVID-19 pandemic is still uncertain and dependent on the progression of the virus and on actions taken by governments, businesses and individuals, which could vary by country and result in differing outcomes. Given the extent of the circumstances, it is difficult to reliably measure or predict the potential impact of this uncertainty on our future financial results.

For additional information, refer to sections B - Overview - 5 - COVID-19 and J - Risk Management - 9 - Risks relating to the COVID-19 pandemic in this document.

10 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

 B. Overview

Sun Life is a leading international financial services organization providing a diverse range of asset management, wealth, insurance, and health solutions to individual and institutional Clients. We have four business pillars: Asset Management, Canada, U.S. and Asia.

1. Strategy

In 2021, we refreshed our enterprise strategy to reflect our priorities and evolving business mix:

Purpose and Ambition

Our Purpose is to help our Clients achieve lifetime financial security and live healthier lives.

We seek to provide outstanding value and impact for our Clients in three ways:

Drive positive financial actions by:

• Helping Clients build and protect their wealth.

• Providing quality products and solutions that meet the needs of our Clients.

• Delivering timely and expert advice through consistently superior Client experiences.

Deliver long-term Client investment returns by:

• Leveraging our collective expertise to make better investment decisions.

• Sourcing broad investment capabilities to serve global Client needs.

• Actively engaging with our Clients to think and act sustainably.

Drive positive health actions by:

• Helping Clients navigate, manage, and receive the care they need.

• Improving health outcomes, including physical and mental well-being, by expanding health products and solutions.

• Being a trusted payer of benefits.

Our ambition is “to be one of the best asset management and insurance companies in the world”. Achieving our ambition will rely on maintaining our balanced business mix and leading positions across our pillars, delivering on our Purpose and Client Impact strategy, and strong business execution to meet our medium-term financial objectives⁽¹⁾:

• Underlying Earnings Per Share growth: 8-10%.

• Underlying Return on Equity: 16%+.

• Underlying Dividend Payout Ratio: 40%-50%.

⁽¹⁾ For more information about our medium-term financial objectives, see section B - Overview - 2 - Financial Objectives in this document. Underlying earnings per share, underlying ROE and underlying dividend payout ratio are Non-IFRS financial measures. See section L - Non-IFRS Financial Measures in this document.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 11

Our Four Pillars

Our four pillars define the businesses and markets in which we compete. In each of these pillars, we focus on creating value and positively impacting our Clients and shareholders in businesses that have strong growth prospects, favourable return on equity (“ROE”), and strong capital generation in attractive global markets. We are well-positioned across each of our pillars.

Asset Management: A global leader in both public and alternative asset classes through MFS and SLC Management

We deliver value and drive positive Client impact through our offering of quality investment products, including active asset management as well as liability driven investing (“LDI”) and alternative asset classes:

• MFS Investment Management (“MFS”) is a premier active investment manager offering a comprehensive selection of asset management products and services to retail and institutional investors around the world.

• SLC Management is an institutional investment manager delivering customized LDI, alternative fixed income, private credit, infrastructure and global real estate solutions.

Canada: A leader in insurance and asset management

We deliver value and impact to over 6.5 million Clients via our group and individual businesses, helping Clients achieve lifetime financial security and live healthier lives.

• A health business that focuses on helping Canadians live healthy lives, both as the largest provider of group benefits in Canada and with a growing focus on innovative products and services that lead to better health outcomes.

• A market leader in group retirement services in the workplace, including defined contribution pensions, and defined benefit pension de-risking.

• Provide a wide range of asset management, wealth, health and protection solutions to retail Clients.

U.S.: A leader in health and benefits

We have deep expertise in the health-care market, and a strong track record of helping our Clients get the coverage they need while improving health outcomes.

• The largest independent provider of medical stop-loss insurance in the U.S.

• A market leader in group benefits serving employees and their families with employer-sponsored benefits at workplaces of all sizes across the country including group life, disability, dental, vision, voluntary and supplemental health products.

• A leader in providing turnkey solutions for insurance and health plan partners through FullscopeRMS, including disability, absence management, life, stop-loss and supplemental health coverages.

Asia: A regional leader focused on fast-growing markets

We are well-positioned in Asia, with operations in China, Hong Kong, India, Indonesia, Malaysia, Philippines, Singapore, and Vietnam. These markets account for approximately 65% of Asia’s GDP with high potential for future growth^(1).

• A provider of individual life and health insurance that delivers Client value across all of our markets.

• A provider, in select markets, of asset management and group retirement products and services.

• Among the global leaders in providing life insurance solutions to high-net-worth Clients.

Our Client Impact Strategy

Our Client Impact strategy has seven key strategic areas of focus that we are pursuing across our four pillars. These areas of focus define how we compete in our markets, extend our competitive advantages, fulfill our Purpose and support our ambition to be one of the best asset management and insurance companies in the world.

Client Impact: Our Clients are at the centre of everything we do. Whether it is helping to navigate health concerns, save and plan for retirement or provide financial security for their families, our focus is on the impact we have on our Clients’ lives. We believe this allows us to maximize positive impacts for Clients, builds lasting and trusted Client relationships and leads to better business outcomes for Sun Life. We are committed to helping Clients by driving positive health and financial actions, and delivering long-term investment returns.

Distribution Excellence: We have established an omni-channel approach to distribution that makes it easier for our Clients to do business with us across all markets. To excel at distribution, we prioritize exceptional service, connecting with our Clients when and how they want to engage, and providing personalized and holistic solutions. We are focused on meeting our Clients’ needs by being an exceptional distribution partner that empowers our advisors and partners to harness digital solutions to provide seamless Client experiences.

Digital Leadership: We are accelerating our digital, data and analytics ambitions and seek to think and act like a digital company. Our Digital Enterprise strategy brings our businesses and technology teams closer together and transforms how we work in an agile way to deliver digital experiences, products, and solutions that meet our Clients’ needs and drive positive outcomes. We continue to adopt Client-centric solutions that incorporate our Clients’ perspectives in every stage of their lives, creating long-term relationships.

Our Digital Enterprise strategy is focused on:

• Creating deep Client relationships enabled by leading digital capabilities and analytics.

• Delivering personalized experiences for Clients by harnessing our data to provide insights and enhance Client experiences.

• Evolving how we work together and driving faster decisions that are made closer to the Client.

⁽¹⁾ Source: International Monetary Fund, 2021.

12 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Financial Discipline: Our strategy is underpinned by a continued commitment to strong financial prudence and risk management, coupled with a focus on capital management. Sustained focus across these areas support our medium-term financial objectives and our aim of top quartile total shareholder returns. Specific areas of focus include:

• Delivering strong, stable earnings growth and disciplined expense management.

• Adequately managing our capital to protect our policyholders and to maintain strong financial flexibility, while optimizing the benefits for our shareholders.

• Disciplined investment and a programmatic M&A⁽¹⁾ approach focused on building scale and capabilities.

Sustainability Driven: Sustainability is essential to our long-term business success. We strive to embed sustainability into our strategy, culture, and operations, to drive meaningful social and economic outcomes for our Clients, employees, advisors, investors and communities. We believe our actions will contribute to a healthier, more financially resilient, environmentally secure, and economically prosperous world. See Section B - Overview - 3 - Sustainability Plan in this document for more information about our approach to sustainability.

Empowered People and Inclusive Culture: Delivering on our strategy will require us to attract, retain, and develop the best talent, and to empower our people to drive results. It will also require us to preserve and strengthen our strong culture of Client focus, integrity, collaboration and inclusivity. Specifically, our focus is to:

• Empower employees and advisors to take action, make decisions, and be accountable.

• Develop talent with both technology and leadership skills, to support our transformation to a leading digital organization.

• Maintain momentum on our diversity, equity and inclusion (“DE&I”) commitment, embedding DE&I into our decision-making to reflect our values.

• Design our future of work with intent, offering employees choice and flexibility in how and where we work

• Be the employer of choice for top talent.

Trusted Brand: Preserving our long standing reputation of being a trusted brand is paramount in an increasingly complex and digitized world. Over the last 150 years, we have built and enjoyed a strong, trusted relationship with our Clients in all Sun Life markets and through our distribution partnerships. Our forward-looking brand strategy will maintain a focus on ensuring future competitive advantage and brand appeal with new and existing Clients. This will inform the innovative and differentiated Sun Life experiences we create, the products and service experiences we deliver, and the culture we live by, to achieve our Purpose.

Key Strategic Priorities

Together with the strong foundation of our four pillars and key strategic areas of focus, our strategy emphasizes four key strategic priorities to accelerate growth and improve competitive positioning:

1. Think and act like a digital company.

2. Realize synergies between asset management and insurance businesses.

3. Build scale and capabilities through M&A and strategic partnerships.

4. Deliver on our health strategy in Canada, the U.S., and Asia.

We believe we are well-positioned to execute on each of these strategic priorities and that doing so will create positive Client Impact and further differentiate us from peers.

Our balanced four pillars, holistic Client Impact strategy, and focus on our strategic priorities combine elements that have been core to our success together with emerging areas of increasing importance. Looking ahead, we are confident that our strategy will allow us to deliver on our Purpose, drive positive Client outcomes, create meaningful value for our shareholders, and support our ambition to be one of the best asset management and insurance companies in the world.

⁽¹⁾ Mergers & Acquisitions (“M&A”).

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 13

2. Financial Objectives

Our medium-term financial objectives are outlined as follows:

Measure(1)	Medium-term financial objectives(2)	5-Year(3)	2021 results
Underlying EPS growth
Growth in EPS reflects the Company’s focus on generating sustainable earnings for shareholders.	8%-10%	10%	10%
Underlying Return on Equity (“ROE”)
ROE is a significant driver of shareholder value and is a major focus for management across all businesses.	16%+	14.2%	15.4%
Underlying dividend payout ratio
Payout of capital versus shareholder value, based on underlying net income.	40%-50%	40%	38%

⁽¹⁾ Underlying earnings per share (“EPS”), underlying ROE and underlying dividend payout ratio are non-IFRS financial measures. See section L - Non-IFRS Financial Measures in this document. Underlying dividend payout ratio represents the ratio of common shareholders’ dividends to diluted underlying EPS. See section I - Capital and Liquidity Management - 3 - Shareholder Dividends in this document for further information regarding dividends.

⁽²⁾ Although considered reasonable, we may not be able to achieve our medium-term financial objectives as our assumptions may prove to be inaccurate. Accordingly, our actual results could differ materially from our medium-term financial objectives as described above. Our medium-term financial objectives do not constitute guidance. Our medium-term financial objectives are forward-looking non-IFRS financial measures and additional information is provided in this MD&A in the section O - Forward-looking Statements - Medium-Term Financial Objectives.

⁽³⁾ Underlying EPS growth is calculated using a compound annual growth rate. Underlying ROE and dividend payout ratio are calculated using an average.

In the year and over the medium-term, we have performed well against our medium-term financial objectives. In addition, in 2021, we increased our underlying ROE medium-term financial objective to 16%+ from our previous objective of 12% to 14%. This update is supported by strong business performance and a meaningful shift in mix towards businesses which generate higher ROE.

3. Sustainability Plan

Our sustainability plan is aligned directly with our Purpose of helping our Clients achieve lifetime financial security and live healthier lives, and is integrated into our enterprise strategy. We focus on three areas where we have the greatest opportunity to have a positive impact on society, while creating a competitive advantage for our business.

Increasing Financial Security: We provide Clients and employees with innovative solutions and services that increase their lifetime financial security. We empower and educate Clients to take positive financial action, increasing access to wealth and protection products, helping to build long-term wealth and close insurance coverage gaps.

Fostering Healthier Lives: We offer Clients and employees products and tools to live healthier lives. In addition, we are focused on improving health and wellness in society through investments in community health and access to health and disability insurance.

Advancing Sustainable Investing: We aspire to deliver sustainable returns for our Clients and drive the transition to a low-carbon, sustainable economy. We embed sustainability in our investment processes, offering Clients and employees sustainable investing opportunities. In addition, we invest our own assets in ways that support a low-carbon and more inclusive economy.

Our sustainability plan builds from our foundation as a Trusted and Responsible Business. We prioritize foundational sustainability considerations that are important to stakeholders: climate change, diversity, equity & inclusion, data security & privacy, talent management, governance & ethics, risk management, and reporting & disclosure. We recognize climate change as one of the defining issues of our time and commit to working together across industries, with our Clients, investees and other stakeholders to contribute to solving this global challenge.

Our sustainability plan is guided by the United Nations Sustainable Development Goals (“SDGs”). We focus primarily on supporting the five SDGs where we believe we can have the greatest influence and impact. These are: #3 Good health & well-being, #5 Gender equality, #7 Affordable and clean energy, #8 Decent work and economic growth and #13 Climate action.

In 2021, we further advanced our commitment to a cleaner, more inclusive and sustainable future with the announcement of our goal to achieve net-zero greenhouse gas emissions by 2050 or sooner as an asset owner and manager, along with the appointment of our first Chief Sustainability Officer.

For additional information on our sustainability plan and recent progress, refer to www.sunlife.com/sustainability. For more information on our approach to climate change, refer to the heading “Environmental and Social Risk Section” in section J - Risk Management - 9 - Business and Strategy Risks of this document, which includes our disclosure based on the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”).

4. Acquisitions and Other

The following developments occurred since January 1, 2021. Additional information concerning acquisitions and dispositions is provided in our 2021 Annual Consolidated Financial Statements.

On January 1, 2021, our subsidiary, Sun Life Vietnam Insurance Company Limited (“Sun Life Vietnam”), and Asia Commercial Joint Stock Bank (“ACB”) launched a 15-year exclusive bancassurance partnership in Vietnam.

14 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

On January 5, 2021, we completed our acquisition of a majority stake of Crescent⁽¹⁾ (“Crescent acquisition”), a U.S.-based global alternative credit investment manager. Total cash consideration of $308 million (US$241 million) was paid. The acquisition extends SLC Management’s solutions in alternative credit, which will benefit existing and prospective Clients. Crescent had more than 180 partners and employees and approximately $39.1 billion in AUM (US$30.7 billion), as at January 5, 2021. For additional information, refer to Note 3 of our 2021 Consolidated Financial Statements.

On July 1, 2021, we completed the acquisition of Pinnacle Care International, Inc. (“PinnacleCare”), a leading U.S. health care navigation and medical intelligence provider, for $110 million (US$85 million). PinnacleCare joins our U.S. Group Benefits business in the medical stop-loss organization, the largest independent medical stop-loss provider in the country. The acquisition expands our medical stop-loss business beyond the traditional model that reimburses employers after care has occurred, to one that engages employees at diagnosis to help improve the entire care experience and outcomes for both the employee and employer. For additional information, refer to Note 3 of our Consolidated Financial Statements for the period ended December 31, 2021.

On October 3, 2021, we entered into an agreement to acquire DentaQuest⁽²⁾. DentaQuest is the largest provider of Medicaid dental benefits in the U.S., with growing Medicare Advantage, commercial and U.S. Affordable Care Act exchange businesses, and serves more than 33 million members. The acquisition of DentaQuest aligns to our business strategy of being a leader in health and group benefits. Upon close, which is expected in the first half of 2022, DentaQuest will more than double the size of Sun Life’s U.S. employee benefits business by revenues and will position us as a leader in providing government dental benefits.

On October 12, 2021, we announced that our India joint venture, Aditya Birla Sun Life AMC Limited (“ABSLAMC”) completed an Initial Public Offering (“IPO”). As a result of the IPO, our ownership interest was reduced by 12.5% and we have realized a gain of $362 million (post-tax $297 million). After the IPO, we retained ownership of the listed entity of 36.5%. Shares of ABSLAMC began trading on the BSE Limited and the National Stock Exchange of India Limited on October 11, 2021. For additional information, refer to Note 3 of our 2021 Consolidated Financial Statements.

On December 13, 2021, we announced that Canadian Premier Life Insurance Company (“Canadian Premier”) entered into an agreement to acquire the sponsored markets business from Sun Life Assurance Company of Canada (“SLA”), a wholly owned subsidiary of SLF Inc. Sponsored markets include a variety of association & affinity, and group creditor clients. This transaction will see over 100 plan sponsors and roughly 1.5 million insured clients and plan members move from Sun Life to Canadian Premier. The transaction is expected to close in early 2023, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals. Upon close of the transaction, Sun Life expects to generate an after-tax gain of approximately $65 million, with a corresponding 1% increase to the SLF and SLA LICAT ratios, and approximately $0.03 reduction in annual underlying earnings per share going forward.

5. COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. The COVID-19 pandemic and the measures imposed by governments around the world to limit its spread including travel restrictions, business closures, social distancing protocols, school closures, quarantines, and restrictions on gatherings and events, have disrupted the global economy, financial markets, supply chains, business activity and productivity in unprecedented ways.

We have and we will continue to adjust our operations across each of our businesses as government restrictions and measures around the globe evolve. We have taken proactive measures through our business continuity processes, which are designed to ensure that key business functions and normal operations can continue effectively and efficiently in the event of a disruption. We have processes in place to monitor and maintain ongoing systems availability, stability and security.

Due to various restrictions, the majority of our employees and advisors continue to work from home. Our working from home strategy continues to operate effectively and, depending on each location, the return to offices has been gradual and measured to ensure the health and safety of our employees and our communities. We have also introduced new policies which provide employees more flexibility to empower them to optimize their work and personal priorities.

Our communities are vital and we have been taking actions to support them. Since the start of the pandemic, we donated more than $4.5 million to support communities impacted by the COVID-19 pandemic for causes supporting areas such as the food bank, health inequities and vaccine distribution efforts. We have also donated to food banks and provided hand sanitizer to various communities, while digital life insurance coverage was donated to doctors, nurses, and other medical support staff as a way of saying “Thank you” for their efforts to stop the spread of COVID-19.

Awareness and concern about mental health and well-being was amplified throughout the pandemic. Sun Life helped bridge the gap by hosting an executive summit on mental health in the workplace, offering mental health resources and support through digital platforms, like Lumino Health, and for Group Benefits Clients in Canada, providing access to personalized mental health coaching resources. The pandemic also accelerated the need for digital tools and innovation to support Clients where and when they need it. From virtual health care, to new online products and services, to enhancing the ability for digital insurance applications, wealth transactions and eClaims, we made it easier for Clients to do business with us across our operations. We continue to support our Clients throughout this difficult time. To date, Sun Life has delivered nearly $900 million in COVID-19-related health and life insurance benefits to Clients and their families at a time when they needed it the most.

⁽¹⁾ Crescent Capital Group LP (“Crescent”).

⁽²⁾ DentaQuest Group, Inc. (“DentaQuest”).

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 15

Regulatory Responses to COVID-19

Sun Life is subject to regulation and supervision by government authorities in the jurisdictions in which it does business. Various regulators have introduced new measures or adjustments to respond to the evolving situation with the COVID-19 pandemic.

OSFI⁽¹⁾, which supervises the activities of Sun Life, has announced various measures to support the resilience of the financial institutions that it regulates. On March 13, 2020, OSFI set the expectation for all federally regulated financial institutions that dividend increases and share buybacks should be halted. On November 4, 2021, OSFI lifted this restriction on the basis that these restrictions were no longer considered necessary.

In the U.S., state insurance regulators issued an unprecedented volume of emergency measures to address the impact of the COVID-19 pandemic on policyholders in 2020. These regulatory changes impacted policy administration and business practices for the U.S. Branch and SLF Inc.’s U.S. life and health insurance subsidiaries. The National Association of Insurance Commissioners issued guidance to U.S. insurers on March 27, 2020 encouraging insurers to work with borrowers who may be unable to meet obligations because of the effects of the COVID-19 pandemic and on April 15, 2020 adopted interpretations of statutory accounting principles applicable to U.S. insurers related to, among other things, direct mortgage loans and Schedule BA mortgages. In the fourth quarter of 2020, the National Association of Insurance Commissioners adopted interpretations of statutory accounting principles that extend these concepts to statutory financial statements and risk-based capital calculations through the fourth quarter of 2021.

Impact on our Results and Operations

COVID-19 has had varying degrees of impacts on our net income and other financial metrics, including sales, claims and benefits, premiums and fee income.

Since the beginning of the pandemic, sales results have been mixed across our products and businesses. Some markets benefited from investments in digital tools, pre-existing sales pipelines, re-pricing and return to office opportunities. In other markets, we experienced significant sales declines resulting from strict quarantine protocols impacting face-to-face sales transactions.

We also experienced favourable morbidity experience, mostly in the first half of 2020, due to lower benefit utilization of dental, extended health care, vision, and hospital and surgical coverages. However, as restrictions eased with health care providers enhancing safety measures, benefit utilization has returned to near normal levels in 2021. The unfavourable morbidity in Canada is also related to lower resolution rates from disability experience reflecting more challenging conditions exacerbated by pandemic-related issues, such as mental health and delayed treatment. Unfavourable mortality in the current year was primarily in the U.S., reflecting elevated case counts in the working-age population. The pandemic also adversely impacted mortality in Asia.

While rising vaccination rates have supported an easing of containment measures in some geographies, progress towards re-opening has been accompanied by resurgences in the spread of COVID-19 including variants and the re-imposition of restrictions. The overall impact of the COVID-19 pandemic is still uncertain and dependent on the progression of the virus, including variants, mass vaccine production and distribution, vaccine efficacy, public acceptance of containment measures and vaccine adoption, the subsequent reduction in rates of infection and the actions taken by governments, monetary authorities, regulators, financial institutions, businesses and individuals, which could vary by country and result in differing outcomes. In addition, the business landscape we operate in is shifting and the longer term impacts from containment measures on the economy and Client behaviour, after the COVID-19 restrictions have been lifted, as well as long-term health impacts from COVID-19, is difficult to predict. Examples include reductions on office space as more employees shift to remote working or higher demand for employer health coverage. Given the extent of the circumstances, it is difficult to reliably measure or predict the potential impact of this uncertainty on our future financial results. For additional information, please refer to section J - 9 - Risks relating to the COVID-19 Pandemic in this document.

⁽¹⁾ The Office of the Superintendent of Financial Institutions (“OSFI”). For additional information, see Section F - Financial Strength in this document.

16 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

C. Financial Summary
($ millions, unless otherwise noted)
Profitability		2021			2020
	Net income (loss)
	Reported net income (loss) - Common shareholders		3,934			2,404
	Underlying net income (loss)(1)		3,533			3,213
	Diluted earnings per share (“EPS”) ($)
	Reported EPS (diluted)		6.69			4.10
	Underlying EPS (diluted)(1)		6.03			5.49
	Reported basic EPS ($)		6.72			4.11
	Return on equity (“ROE”) (%)
	Reported ROE(1)		17.1	%		10.8	%
	Underlying ROE(1)		15.4	%		14.4	%
Growth		2021			2020
	Sales
	Insurance sales(1)		3,674			3,501
	Wealth sales(1)(2)		228,408			220,860
	Value of new business (“VNB”)(1)(3)		1,346			1,146
	Assets under management(1)(4)
	General fund assets		205,374			197,090
	Segregated funds		139,996			125,921
	Mutual funds, managed funds and other AUM(1)(4)		1,099,358			932,998
	Total AUM(1)(4)		1,444,728			1,256,009
Financial Strength		2021			2020
	LICAT ratios(5)
	Sun Life Financial Inc.		145	%		147	%
	Sun Life Assurance(6)		124	%		127	%
	Financial leverage ratio(1)(7)		25.5	%		23.5	%
	Dividend
	Dividend payout ratio(1)		38	%		40	%
	Dividends per common share ($)		2.310			2.200
	Capital
	Subordinated debt(7)		6,425			4,781
	Innovative capital instruments(8)		200			200
	Participating policyholders’ equity		1,700			1,368
	Non-controlling interest equity		59			25
	Preferred shares and other equity instruments		2,239			2,257
	Common shareholders’ equity(9)		24,075			22,212
	Total capital(7)		34,698			30,843
	Weighted average common shares outstanding for basic EPS (millions)		586			585
	Closing common shares outstanding (millions)		586			585

⁽¹⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽²⁾ Effective January 1, 2021, the methodology for gross flows and outflows was updated for SLC Management. Prior period amounts have not been updated. For more details, see section L - Non-IFRS Financial Measures in this document.

⁽³⁾ Effective January 1, 2021, reflects a change in the timing of recognition of U.S. VNB for group policies. We have updated prior period amounts to reflect this change. For more details, see section L - Non-IFRS Financial Measures in this document.

⁽⁴⁾ Effective January 1, 2021, the methodology for AUM was updated for SLC Management with respect to certain real estate and investment-grade fixed income products to include uncalled capital commitments. We have updated prior period amounts to reflect this change. For more details, see section L - Non-IFRS Financial Measures in this document.

⁽⁵⁾ Life Insurance Capital Adequacy Test (“LICAT”) ratio. Our LICAT ratios are calculated in accordance with OSFI-mandated guideline, Life Insurance Capital Adequacy Test.

⁽⁶⁾ Sun Life Assurance Company of Canada (“Sun Life Assurance”) is SLF Inc.’s principal operating life insurance subsidiary.

⁽⁷⁾ Includes $2.0 billion of proceeds from the subordinated debt offerings completed in November 2021, of which $1.5 billion is subject to contractual terms requiring us to redeem the underlying securities, in full, if the closing of the DentaQuest acquisition does not occur. These amounts will not qualify as LICAT capital until the acquisition closes.

⁽⁸⁾ Innovative capital instruments consist of Sun Life ExchangEable Capital Securities (“SLEECS”), which qualify as regulatory capital. However, under IFRS they are reported as Senior debentures in the Consolidated Financial Statements. For additional information, see section I - Capital and Liquidity Management in this document.

⁽⁹⁾ Common shareholders’ equity is equal to Total shareholders’ equity less Preferred shares and other equity instruments.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 17

 D. Profitability

The following table reconciles our Common shareholders’ net income (“reported net income”) and underlying net income. The table also sets out the impacts that other notable items had on our reported net income and underlying net income. All factors discussed in this document that impact our underlying net income are also applicable to reported net income.

($ millions, after-tax)	2021			2020
Reported net income - Common shareholders		3,934			2,404
Less: Market-related impacts(1)		627			(461	)
Assumption changes and management actions(1)		74			(143	)
Other adjustments(1)		(300	)		(205	)
Underlying net income(2)		3,533			3,213
Reported ROE(2)		17.1	%		10.8	%
Underlying ROE(2)		15.4	%		14.4	%
Experience-related items attributable to reported and underlying net income(2)(3)
Impacts of investment activity on insurance contract liabilities (“investing activity”)		144			258
Credit		114			(57	)
Mortality		(111	)		(39	)
Morbidity		39			125
Lapse and other policyholder behaviour (“policyholder behaviour”)		(31	)		(60	)
Expenses		(170	)		(93	)
Other experience		(56	)		(35	)
Total of experience-related items(2)(3)		(71	)		99

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment, including pre-tax amounts.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽³⁾ Experience-related items reflect the difference between actual experience during the reporting period and best estimate assumptions used in the determination of our insurance contract liabilities. Experience-related items are a part of the Sources of Earnings framework, and are calculated in accordance with OSFI Guideline D-9, Sources of Earnings Disclosures. Experience-related items from our India, China and Malaysia joint ventures and associates are recorded within other experience.

2021 vs. 2020

2021 reported net income of $3,934 million increased $1,530 million or 64% compared to 2020, driven by favourable market-related impacts, a $297 million gain on the IPO of our India joint venture, and ACMA⁽¹⁾ impacts, partially offset by a $153 million increase in SLC Management’s acquisition-related liabilities⁽²⁾. Underlying net income of $3,533 million⁽³⁾ increased $320 million or 10%, driven by broad-based business growth across our pillars, with particular strength in asset management and wealth, reflecting higher asset values. Underlying net income also benefited from a lower effective tax rate in the year⁽⁴⁾, largely offset by experience-related items, which included $225 million of COVID-19-related mortality and morbidity. In addition, experience in the year included unfavourable expense experience, partially offset by investing activity gains and favourable credit. Foreign exchange translation led to a decline of $177 million in reported net income and $164 million in underlying net income.

1. Market-related impacts

Market-related impacts in 2021 resulted in an increase of $627 million to reported net income compared to a decrease of $461 million in 2020, reflecting higher equity markets, an increase in the value of our real estate investments and interest rate impacts. See Section L - Non-IFRS Financial Measures in this document for a breakdown of the components of market-related impacts.

2. Assumption changes and management actions

Due to the long-term nature of our business, we make certain judgments involving assumptions and estimates to value our obligations to policyholders. The valuation of these obligations is recorded in our financial statements as insurance contract liabilities and investment contract liabilities and requires us to make assumptions about equity market performance, interest rates, asset default, mortality and morbidity rates, policyholder behaviour, expenses and inflation and other factors over the life of our products. We review assumptions each year, generally in the third quarter, and revise these assumptions if appropriate. We consider our actual experience in current and past periods relative to our assumptions as part of our annual review.

ACMA in 2021 resulted in an increase of $74 million to reported net income, compared to a decrease of $143 million to reported net income in 2020.

⁽¹⁾ Assumption changes and management actions (“ACMA”).

⁽²⁾ Reflects the changes in estimated future payments for acquisition-related contingent considerations and options to purchase remaining ownership interests of SLC Management affiliates.

⁽³⁾ Refer to section L - Non-IFRS Financial Measures in this document for a reconciliation between reported net income and underlying net income.

⁽⁴⁾ Prior year included an unfavourable adjustment relating to historical Canadian tax filings and lower tax-exempt investment income.

18 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Assumption Changes and Management Actions by Type

The following table sets out the impacts of ACMA on our reported net income in 2021.

As at December 31, 2021

($ millions, after-tax)	Impacts on reported net income(1)	Comments
Mortality / morbidity	74	Updates to reflect mortality/morbidity experience in all jurisdictions.
Policyholder behaviour	(174)	Updates to policyholder behaviour in all jurisdictions. The largest item was in U.S. In-force Management.
Expenses	159	Updates to reflect expense experience and margins in all jurisdictions. The largest item was a reduction in expense margins.
Investment returns	(47)	Updates to various investment-related assumptions across the Company. The largest items were a reduction to the best estimate real estate assumption in all jurisdictions, updates to the promulgated Ultimate Reinvestment Rate (“URR”) and updates to the promulgated maximum net credit spreads. This was partially offset by increased investment in non-fixed assets in Canada Individual Insurance & Wealth and U.S. In-force Management.
Model enhancements and other	62	Various enhancements and methodology changes across all jurisdictions.
Total impacts on reported net income(2)	74

⁽¹⁾ ACMA is included in reported net income and is presented as an adjustment to arrive at underlying net income.

⁽²⁾ In this table, ACMA represents the shareholders’ reported net income impacts (after-tax) including management actions. In Note 10.A of our 2021 Consolidated Financial Statements, the impacts of method and assumptions changes represents the change in shareholders’ and participating policyholders’ insurance contract liabilities net of reinsurance assets (pre-tax) and does not include management actions. Further information can be found in section L - Non-IFRS Financial Measures in this document.

Additional information on estimates relating to our policyholder obligations, including the methodology and assumptions used in their determination, can be found in this MD&A under the section M - Accounting and Control Matters - 1 - Critical Accounting Policies and Estimates and in Note 10 of our 2021 Annual Consolidated Financial Statements.

3. Other adjustments

Other adjustments in 2021 decreased reported net income by $300 million, compared to $205 million in 2020, related to Asia, partially offset by Asset Management and Canada. In Asia, other adjustments related to a gain of $297 million on the IPO of ABSLAMC, our India joint venture. In Asset Management, other adjustments related to a $153 million increase in SLC Management’s acquisition-related liabilities. The increase reflects changes in estimated future payments for acquisition-related contingent considerations and options to purchase remaining ownership interests of SLC Management affiliates. Higher fair value adjustments on MFS’s share-based payment awards also contributed to the decrease in Asset Management. In Canada, other adjustments included an adjustment of investment income and expense allocations between participating policyholders and shareholders for prior years (“par allocation adjustment”).

4. Experience-related items

In 2021, the notable experience-related items are as follows:

• Investing activity gains across the insurance businesses;

• Favourable credit experience in all insurance businesses, comprised of:

($ millions, after-tax)	2021			2020
Changes in ratings		8			(138	)
Impairments, net of recoveries		(10	)		(28	)
Release of best estimate credit		116			109
Credit Experience		114			(57	)

• Unfavourable mortality experience related to COVID-19, of which $142 million was primarily impacting the working-age population in the U.S., and $60 million from our India joint ventures, the Philippines and Indonesia in Asia;

• Favourable morbidity experience in U.S. medical stop-loss, partially offset by disability in the U.S. and lower disability claims resolutions in Canada;

• Unfavourable policyholder behaviour experience reflecting small amounts in various products across the Company;

• Unfavourable expense experience related to higher compensation-related costs reflecting stronger earnings performance, VNB and Client measures; and

• Other experience was unfavourable in Corporate and Asia, partially offset by the U.S. and Canada, and was higher than the prior year. In the year, other experience included unfavourable results in our joint ventures in Asia, mainly driven by mortality in India, and project spend.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 19

5. Income taxes

Our statutory tax rate is normally impacted by various tax benefits, such as lower taxes on income subject to tax in foreign jurisdictions, a range of tax-exempt investment income, and other sustainable tax benefits.

In 2021, our effective tax rates on reported net income and underlying net income⁽¹⁾ were 14.3% and 13.5%, respectively, compared to 15.1% and 19.3%, respectively, in 2020. Our effective tax rate on underlying net income in 2021 is slightly below our expected range of 15% to 20%, primarily due to higher tax-exempt investment income and resolutions of prior year’s tax matters. The effective tax rate on underlying net income in 2020 included an unfavourable adjustment relating to historical Canadian tax filings and lower tax-exempt investment income. For additional information, refer to Note 20 of our in 2021 Annual Consolidated Financial Statements.

6. Impacts of foreign exchange translation

We have operations in many markets worldwide, including Canada, the United States, the United Kingdom, Ireland, Hong Kong, the Philippines, Japan, Indonesia, India, China, Australia, Singapore, Vietnam, Malaysia and Bermuda, and generate revenues and incur expenses in local currencies in these jurisdictions, which are translated to Canadian dollars.

Items impacting our Consolidated Statements of Operations are translated into Canadian dollars using average exchange rates for the respective period. For items impacting our Consolidated Statements of Financial Position, period end rates are used for currency translation purposes.

The following table provides the foreign exchange rates for the U.S. dollar, which is our most significant impact of foreign exchange translation, over the past four quarters and two years.

Exchange rate	Quarterly								Full year
	Q4’21		Q3’21		Q2’21		Q1’21		2021		2020
U.S. Dollar - Average		1.260		1.259		1.229		1.266		1.254		1.341
U.S. Dollar - Period end		1.263		1.268		1.239		1.256		1.263		1.273

In general, our net income benefits from a weakening Canadian dollar and is adversely affected by a strengthening Canadian dollar as net income from the Company’s international operations is translated back to Canadian dollars. Conversely, in a period of losses, the weakening of the Canadian dollar has the effect of increasing losses in foreign jurisdictions. The relative impacts of foreign exchange translation in any given period are driven by the movement of foreign exchange rates as well as the proportion of earnings generated in our foreign operations. We generally express the impacts of foreign exchange translation on net income on a year-over-year basis.

Foreign exchange translation led to a decline of $177 million in reported net income and $164 million in underlying net income.

 E. Growth

1. Sales and Value of New Business

($ millions)	2021		2020
Insurance sales by business segment(1)
Canada		852		779
U.S.		1,564		1,459
Asia		1,258		1,263
Total insurance sales(1)		3,674		3,501
Wealth sales by business segment(1)
Canada		19,854		19,938
Asia		15,491		10,937
Total wealth sales excluding Asset Management		35,345		30,875
Asset Management gross flows(1)(2)		193,063		189,985
Total wealth sales(2)		228,408		220,860
Value of New Business(1)(3)		1,346		1,146

⁽¹⁾ Represents a non-IFRS financial measure. See section L- Non-IFRS Financial Measures in this document.

⁽²⁾ Effective January 1, 2021, the methodology for gross flows and outflows was updated for SLC Management. Prior period amounts have not been updated. For more details, see section L - Non-IFRS Financial Measures in this document.

⁽³⁾ Effective January 1, 2021, reflects a change in the timing of recognition of U.S. VNB for group policies. We have updated prior period amounts to reflect this change. For more details, see section L - Non-IFRS Financial Measures in this document.

⁽¹⁾ Our effective income tax rate on underlying net income is calculated using underlying net income and income tax expense associated with underlying net income, which excludes amounts attributable to participating policyholders.

20 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Total Company insurance sales increased by $173 million ($329 million or 9%⁽¹⁾ excluding foreign exchange translation) in 2021 compared to 2020.

• Canada insurance sales increased by 9%, driven by higher individual participating whole life insurance sales, partially offset by lower large case group benefits sales in Sun Life Health.

• U.S. insurance sales increased by 13%⁽¹⁾, driven by growth in medical stop-loss and employee benefits sales.

• Asia insurance sales increased by 6%⁽¹⁾, driven by increases in Vietnam, India and the Philippines, partially offset by decreases in Hong Kong.

Total Company wealth sales increased by $7.5 billion ($21.4 billion or 10%⁽¹⁾ excluding foreign exchange translation) in 2021 compared to 2020.

• Canada wealth sales were in line with the prior year, as lower defined contribution sales in Group Retirement Services (“GRS”) were offset by higher individual wealth mutual fund sales.

• Asia wealth sales increased by 51%⁽¹⁾, driven by higher sales in India, the Philippines and Hong Kong.

• Asset Management gross flows increased by 8%⁽¹⁾, as higher gross flows of managed funds in SLC Management were partially offset by lower gross flows of mutual funds in MFS.

VNB was $1,346 million in 2021, an increase of 17% compared to 2020, driven by higher sales across all business groups.

2. Assets Under Management

AUM consists of general funds, the investments for account of segregated fund holders (“segregated funds”) and other AUM. Other AUM includes mutual funds and managed funds, which include institutional and other third-party assets managed by the Company.

($ millions)	2021			2020
Assets under management(1)(2)
General fund assets		205,374			197,090
Segregated funds		139,996			125,921
Other assets under management(1)(2):
Mutual funds		553,943			487,407
Managed funds		587,259			481,231
Consolidation adjustments and other		(41,844	)		(35,640	)
Total other AUM(1)(2)		1,099,358			932,998
Total assets under management(1)(2)		1,444,728			1,256,009

⁽¹⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽²⁾ Effective January 1, 2021, the methodology for AUM was updated for SLC Management with respect to certain real estate and investment-grade fixed income products to include uncalled capital commitments. We have updated prior period amounts to reflect this change. For more details, see section L - Non-IFRS Financial Measures in this document.

General fund assets increased by $8.3 billion or 4% as at December 31, 2021 compared to December 31, 2020, primarily attributable to:

(i) additional investments to support business growth of $10.8 billion; partially offset by

(ii) a decrease of $1.8 billion from the change in fair value through profit or loss (“FVTPL”) on assets and liabilities; and

(iii) a decrease of $1.1 billion from the impacts of foreign exchange translation.

Segregated fund assets increased by $14.1 billion or 11% as at December 31, 2021 compared to December 31, 2020, driven by favourable market movements of $14.4 billion.

AUM increased by $188.7 billion or 15% as at December 31, 2021 compared to December 31, 2020, primarily driven by:

(i) favourable market movements on the value of mutual funds, managed funds and segregated funds of $131.2 billion;

(ii) an increase of $39.1 billion from the Crescent acquisition;

(iii) net inflows from mutual, managed and segregated funds of $26.3 billion; and

(iv) an increase in AUM of general fund assets of $8.3 billion; partially offset by

(v) a decrease of $6.8 billion from foreign exchange translation (excluding the impacts from general fund assets).

The net inflows of mutual, managed and segregated funds of $26.3 billion in 2021 was driven by net inflows in SLC Management of $32.5 billion and in Asia of $4.6 billion, partially offset by net outflows of $11.4 billion in MFS.

Mutual funds, managed funds and other AUM increased by $166.4 billion or 18% as at December 31, 2021 compared to December 31, 2020, driven by favourable market movements of $116.8 billion, AUM from the Crescent acquisition of $39.1 billion, net inflows of $25.8 billion, partially offset by foreign exchange translation of $6.3 billion.

⁽¹⁾ This percentage change excludes the impacts of foreign exchange translation. For more information about these non-IFRS financial measures, see section L - Non-IFRS Financial Measures in this document.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 21

 F. Financial Strength

($ millions, unless otherwise stated)	2021		2020
LICAT ratio(1)
Sun Life Financial Inc.		145%		147%
Sun Life Assurance		124%		127%
Financial leverage ratio(2)(3)		25.5%		23.5%
Dividend
Underlying dividend payout ratio(2)		38%		40%
Dividends per common share ($)		2.310		2.200
Capital
Subordinated debt(3)		6,425		4,781
Innovative capital instruments(4)		200		200
Participating policyholders’ equity		1,700		1,368
Non-controlling interests		59		25
Preferred shares and other equity instruments		2,239		2,257
Common shareholders’ equity(5)		24,075		22,212
Total capital(3)		34,698		30,843

⁽¹⁾ Our LICAT ratios are calculated in accordance with OSFI-mandated guideline, Life Insurance Capital Adequacy Test.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽³⁾ Includes $2.0 billion of proceeds from the subordinated debt offerings completed in November 2021, of which $1.5 billion is subject to contractual terms requiring us to redeem the underlying securities, in full, if the closing of the DentaQuest acquisition does not occur. These amounts will not qualify as LICAT capital until the acquisition closes.

⁽⁴⁾ Innovative capital instruments consist of SLEECS and qualify as regulatory capital. However, under IFRS they are reported as Senior debentures in our Consolidated Financial Statements. For additional information, see section I - Capital and Liquidity Management - 1 - Capital in this document.

⁽⁵⁾ Common shareholders’ equity is equal to Total shareholders’ equity less Preferred shares and other equity instruments.

Life Insurance Capital Adequacy Test

The Office of the Superintendent of Financial Institutions has developed the regulatory capital framework referred to as the Life Insurance Capital Adequacy Test for Canada. LICAT measures the capital adequacy of an insurer using a risk-based approach and includes elements that contribute to financial strength through periods when an insurer is under stress as well as elements that contribute to policyholder and creditor protection wind-up.

SLF Inc. is a non-operating insurance company and is subject to the LICAT guideline. As at December 31, 2021, SLF Inc.’s LICAT ratio was 145%, 2% lower than December 31, 2020. The favourable impacts of reported net income, the issuance of $1 billion principal amount of other equity instruments, and net subordinated debt issuances were more than offset by dividend payments, preferred share redemptions, the ACB⁽¹⁾ bancassurance partnership in Vietnam, the PinnacleCare⁽²⁾ acquisition and market movements.

Sun Life Assurance, SLF Inc.’s principal operating life insurance subsidiary, is also subject to the LICAT guideline. As at December 31, 2021, Sun Life Assurance’s LICAT ratio was 124%, 3% lower than December 31, 2020. The favourable impacts of reported net income were more than offset by the ACB bancassurance partnership in Vietnam, dividends to SLF Inc., market movements and the smoothing impact of the interest rate scenario switch in North America for participating businesses.

The Sun Life Assurance LICAT ratios in both periods are well above OSFI’s supervisory ratio of 100% and regulatory minimum ratio of 90%.

Capital

Our total capital consists of subordinated debt and other capital instruments, participating policyholders’ equity and total shareholders’ equity which includes common shareholders’ equity, preferred shares and other equity instruments, and non-controlling interests. As at December 31, 2021, our total capital was $34.7 billion, an increase of $3.9 billion compared to December 31, 2020. The increase included reported net income of $3.9 billion, the issuance of $1 billion principal amount of other equity instruments, the issuance of Series 2021-1, Series 2021-2, and Series 2021-3 debentures, totaling $2.0 billion, all of which are detailed below. These were partially offset by the payment of $1.4 billion of dividends on common shares of SLF Inc. (“common shares”), the redemption of Class A Non-Cumulative Preferred Shares Series 1 and Series 2, and Series 12R, totaling $1.025 billion, and the redemption of $350 million Series 2016-1 debentures, all of which are also detailed below.

Our capital and liquidity positions remain strong with a LICAT ratio of 145% at SLF Inc., a financial leverage ratio of 25.5%⁽³⁾⁽⁴⁾ and $4.7 billion in cash and other liquid assets⁽³⁾⁽⁴⁾ as at December 31, 2021 in SLF Inc. (the ultimate parent company), and its wholly-owned holding companies ($3.1 billion as at December 31, 2020).

⁽¹⁾ Asia Commercial Joint Stock Bank (“ACB”).

⁽²⁾ Pinnacle Care International, Inc. (“PinnacleCare”). For additional information, refer to Note 3 of our 2021 Consolidated Financial Statements for the period ended December 31, 2021.

⁽³⁾ This is a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽⁴⁾ Includes $2.0 billion of proceeds from the subordinated debt offerings completed in November 2021, of which $1.5 billion is subject to contractual terms requiring us to redeem the underlying securities, in full, if the closing of the DentaQuest acquisition does not occur. These amounts will not qualify as LICAT capital until the acquisition closes.

22 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Capital Transactions

On February 19, 2021, SLF Inc. redeemed all of the outstanding $350 million principal amount of Series 2016-1 Debentures. The redemption was funded from existing cash and other liquid assets.

On June 30, 2021, SLF Inc. issued $1 billion principal amount of 3.60% Limited Recourse Capital Notes Series 2021-1 (“LRCNs”). The net proceeds were used for general corporate purposes, which included investments in subsidiaries, repayment of indebtedness and other strategic investments.

On August 23, 2021, SLF Inc.’s Series E Senior Unsecured 4.57% Debentures (“Series E Debentures”) matured and SLF Inc. redeemed all of its outstanding $300 million principal amount, including all accrued and outstanding interest. Under LICAT, senior debentures do not qualify as available capital, as a result, the repayment of the Series E Debentures had no impact on the LICAT ratio of Sun Life Assurance or SLF Inc. In addition, a separate pool of assets had been set aside to support the redemption of these debentures. As such, the redemption did not affect the cash and other liquid assets held by SLF Inc. and its wholly-owned holding companies noted above.

On September 29, 2021, SLF Inc. redeemed all of the $400 million Class A Non-Cumulative Preferred Shares Series 1 issued by SLF Inc. on February 25, 2005 and all of the $325 million Class A Non-Cumulative Preferred Shares Series 2 issued by SLF Inc. on July 15, 2005, in accordance with the terms attached to the two series of preferred shares. The redemptions were funded from existing cash and other liquid assets in SLF Inc.

On September 30, 2021, 0.5 million of the 6.9 million Class A Non-cumulative Rate Reset Preferred Shares Series 10R (the “Series 10R Shares”) were converted into Class A Non-cumulative Floating Rate Preferred Shares 11QR (the “Series 11QR Shares”) on a one-for-one basis and 0.4 million of the 1.1 million Series 11QR were converted into Series 10R on a one-for-one basis. Upon completion of the conversion, approximately 6.8 million Series 10R Shares and 1.2 million Series 11QR Shares were issued and outstanding in SLF Inc.

On November 18, 2021, SLF Inc. issued $500 million principal amount of Series 2021-1 Subordinated Unsecured 2.46% Fixed/Floating Debentures due 2031 (the “Series 2021-1 Debentures”), $1 billion principal amount of Series 2021-2 Subordinated Unsecured 2.80% Fixed/Floating Debentures due 2033 (the “Series 2021-2 Debentures”), and $500 million principal amount of Series 2021-3 Subordinated Unsecured 3.15% Fixed/Floating Debentures due 2036 (the “Series 2021-3 Debentures”). The net proceeds will be used for general corporate purposes, which may include funding a portion of the purchase price for the DentaQuest acquisition, investments in subsidiaries, repayment of indebtedness and other strategic investments.

The Company will be required to redeem the Series 2021-2 Debentures and the Series 2021-3 Debentures in full at a redemption price equal to par, together with accrued and unpaid interest up to but excluding the date fixed for redemption if either (i) the closing of the acquisition of DentaQuest Group, Inc. has not occurred on or prior to October 3, 2022 (or such later date as extended pursuant to the acquisition agreement relating to the acquisition of DentaQuest Group, Inc.) (the “Outside Date”) or (ii) such acquisition agreement is terminated at any time prior to the Outside Date in accordance with its terms without closing of the acquisition of DentaQuest Group, Inc.

On December 31, 2021, SLF Inc. redeemed all of the $300 million principal amount of Class A Non-Cumulative Rate Reset Preferred Shares Series 12R (the “Series 12R Shares”) issued by SLF Inc. on November 10, 2011, in accordance with the terms attached to the series of preferred shares. The redemption was funded from existing cash and other liquid assets in SLF Inc.

Financial Strength Ratings

Independent rating agencies assign credit ratings to securities issued by companies and assign financial strength ratings to financial institutions such as Sun Life Assurance.

The financial strength ratings assigned by rating agencies are intended to provide an independent view of the creditworthiness and financial strength of a financial institution. Each rating agency has developed its own methodology for the assessment and subsequent rating of life insurance companies.

Rating agencies do not assign a financial strength rating for SLF Inc., however, credit ratings are assigned to the securities issued by SLF Inc. and its subsidiaries and are described in SLF Inc.’s AIF under the heading Security Ratings.

The following table summarizes the financial strength ratings for Sun Life Assurance as at January 31, 2022 and January 31, 2021.

	A.M. Best	DBRS	Moody’s	Standard & Poor’s
January 31, 2022	A+	AA	Aa3	AA
January 31, 2021	A+	AA	Aa3	AA

Most recent rating agency actions on the financial strength rating of Sun Life Assurance:

• April 27, 2021 - Standard and Poor’s (“S&P”) affirmed the financial strength rating with a stable outlook.

• April 1, 2021 - Moody’s affirmed the financial strength rating with a stable outlook.

• October 29, 2021 - DBRS affirmed the financial strength rating with a stable outlook.

• January 28, 2022 - A.M. Best affirmed the financial strength rating with a stable outlook.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 23

 G.    Performance by Business Segment

Sun Life’s business is well-diversified across geographies and business types, supported by our four pillar strategy and diversified offerings of wealth and insurance products.

($ millions)	2021			2020
Reported net income (loss) - Common shareholders
Canada		1,558			717
U.S.		499			257
Asset Management		892			980
Asia		1,075			594
Corporate		(90	)		(144	)
Total reported net income (loss) - Common shareholders		3,934			2,404
Underlying net income (loss)(1)
Canada		1,131			1,073
U.S.		518			568
Asset Management		1,346			1,128
Asia		586			579
Corporate		(48	)		(135	)
Total underlying net income (loss)(1)		3,533			3,213

⁽¹⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

All factors discussed in this document that impact our underlying net income are also applicable to reported net income.

1. Canada

Our Canada business segment is a leading provider of protection, health, asset management and wealth solutions, providing products and services that deliver value to over 6.6 million Clients. We are the largest provider of benefits and pensions in the workplace, and offer a wide range of products to individuals via retail channels. We are focused on helping Canadians achieve lifetime financial security and live healthier lives.

	Business Units
• Individual Insurance & Wealth	• Group Retirement Services	• Sun Life Health

2021 Highlights

Growing our businesses with the continued focus on helping Clients achieve lifetime financial security and live healthier lives

• During the year, we announced the creation of our Sun Life Health. This new business unit brings Group Benefits and Lumino Health together, linking the strength of our overall health offering to Clients, including our core insurance solutions. We leveraged our market leadership position in group benefits⁽¹⁾, with over $11.8 billion of business-in-force, to proactively advance a greater focus on mental health in workplaces across Canada, including engaging with market and industry leaders to take meaningful action and investing in workplace mental health resources. We launched our Sun Life Health Mental Health Coach to support Clients’ mental health journeys with personalized treatment options, virtual tools for ongoing care and diversifying providers available on our digital platforms.

• Maintained our #1 position in the group retirement market⁽²⁾ with over $141 billion assets under administration. In our pension risk transfer business, Defined Benefit Solutions, we completed $2.3 billion in sales, helping Canadian employers reduce their pension risk and provide long-term protection for their retirees. Additionally, we took industry-leading action on sustainable investing by deploying a digital Plan Sponsor Sustainability Playbook that ensures members are informed of Environmental, Social, and Governance (ESG) factors within their plans.

• Upheld our leadership position in individual insurance⁽³⁾ by enhancing our products and services, while growing advisor relationships across the market. We made it easier for Clients to get the coverage they need by augmenting our predictive underwriting models with the help of advanced data and analytics, allowing Clients aged 18 to 40 to qualify for up to $5 million in life insurance coverage without the need for lab exams.

• Continued individual wealth momentum by launching our Investment GIF eApp, enabling Clients and third-party advisors to process investment applications digitally, streamlining the Client experience. In addition, we grew Sun Life Global Investments (“SLGI”) assets under management to $38 billion and increased net flows by 73% compared to 2020, supported by the launch of a sustainable infrastructure fund.

• SLGI Asset Management Inc. joined the Net Zero Asset Managers initiative, committing to net-zero greenhouse gas emissions by 2050. We are doing our part to provide Clients with access to sustainable investments, allowing us to build on our commitment to invest in strategies that drive long-term sustainable outcomes while helping Clients build wealth and secure their financial future.

⁽¹⁾ Based on revenue for year ended December 2020 from 2021 Group Benefits Provider Report.

⁽²⁾ Fraser Pension Universe Report (based on year-ended December 2020).

⁽³⁾ LIMRA Market Share as of third quarter 2021 year-to-date.

24 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Putting Client Impact at the centre of everything we do when developing new business models

• Enhanced Client value and positive outcomes by providing every Client with personalized financial tools that will enable them to set, track, and continuously adjust personal goals across all our wealth and insurance platforms.

• Our digital coach, Ella, proactively connected with Clients over 20 million times throughout the year, supporting our Clients during moments that matter and assisting them with an additional $690 million in wealth deposits and $950 million in insurance coverage.

• Made it easier for our Clients to do business with us by digitally processing 93% of retail insurance applications, 83% of retail wealth transactions and 96% of group benefits health and dental claims, throughout the year.

• Our Canadian mobile app, my Sun Life, continued to be recognized as a highly rated digital platform that delivered exceptional Client experiences, maintaining a 4.0+ overall user rating since its inception⁽¹⁾, and unique users grew by 12% in 2021.

• Introduced the new Lumino Health [provider search] mobile app that makes it easier for Canadians to book appointments with paramedical providers, which empowers Clients and their families to live healthier lives and also deepens our Clients’ relationships with the Lumino Health website, helping us reach over 1.6 million visitors.

Strategy and Outlook

Canada is a growth market for Sun Life. Our unique ability to address protection, health, asset management and wealth holistically is what sets us apart in the market. We will continue to shape the market and deliver on our Purpose through an integrated approach that addresses unmet Client needs across all stages of their health and wealth journeys. We continue to be focused on our Purpose of helping Clients achieve lifetime financial security and live healthier lives, achieving our strategic ambitions, and further market differentiation, all of which will be enabled by ensuring seamless and personalized Client experiences, fostering a diverse and inclusive workplace, and embedding sustainability throughout our operations.

Our focus for the Canadian businesses will be to:

Put Client Impact at the centre of everything we do, driving positive financial and health actions and outcomes

• Equip every Client with a personalized financial plan, leveraging the strength of our diversified products and services to deliver a One Sun Life Client experience and provide a holistic and tailored offering.

• Empower Clients to build and secure their financial future through our growing asset management product and services offering, driving long-term Client investment returns and sustainable outcomes.

• Continue to educate and equip our Clients with tools to understand their sustainable investment choices and enable Clients, plan sponsors, and advisors to create measurable impact through their investments.

• Incorporate sustainability into our culture and decision making to deliver a positive social impact, increase Client and employee engagement, and drive market differentiation.

• Bring innovative solutions to market that address major health concerns in Canada, enabling Clients with existing health challenges to gain access to insurance cost-effectively, while helping them manage their health.

Shape the market and drive growth

• With the creation of our Sun Life Health business, we will empower Canadians with the support they need throughout their health journey to take action earlier, helping prevent and mitigate health risks. By leveraging our relationships with millions of group benefits Clients, we will strengthen our health offering to Clients, by building on the momentum of our digital health platform, Lumino Health.

• Continue to mobilize action on Canada’s mental health crisis by leading company executives across the country to act within their workplaces, and inspiring Canadians to take actions that support their mental health.

• Capture the growing decumulation opportunity and be the retirement income provider of choice, by leveraging our worksite advantage and building seamless planning and asset consolidation capabilities, enabling Clients to benefit from a unified experience.

• Extend our leadership in the growing Canadian pension risk transfer market, assisting employers in managing and de-risking their defined benefit pension plans.

• Advance our distribution and product capabilities to continue to scale and accelerate SLGI as a growth engine within Canada, empowering Clients with more convenient access to investment solutions and a holistic product suite to meet their asset management needs.

Think and act like a digital company

• Transform and digitize all aspects of the Client, advisor and plan sponsor journeys, with process enhancements and innovative data and analytic capabilities, enabling deeper personalization for our Clients.

• Continue to augment predictive underwriting models, utilizing advanced data analytics and predictive modelling to enhance our Client experience with easier access to products, while minimizing underwriting risk.

• Build and scale an omni-channel advice and service model to meet all Client needs and expand our reach in the market, combining face-to-face advisors and a best-in-class digital platform to offer Clients flexibility to move across channels seamlessly, including direct access through self-serve platforms and capabilities.

• Expand our Client reach and engagement, delivering proactive and personalized interactions to help our Clients achieve their health and financial goals.

• Develop and grow our digital business platforms, including my Sun Life, making it easier and more convenient for our Clients to access the resources they need.

⁽¹⁾ Achieved 4.0 or above overall annual user rating on both Apple App Store and Google Play Store, since its inception in 2011.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 25

Outlook

Client expectations across all cohorts are rapidly changing, driving higher demand for personalized experiences that are aligned with their needs, while being quicker and seamless. In addition, evolving mental, physical and sociological needs across the Canadian population is increasing the need to provide tailored solutions within the health market. We continue to embrace these changes and evolve our diversified business model in response to the shifting Canadian market, by accelerating key investments and expanding our Client offerings, while maintaining strong financial, risk and capital management practices.

Financial security and health are two primary preoccupations for Canadians. It drives the need for asset and wealth management, as well as life and health protection, while presenting opportunities for integrated solutions. Each individual’s needs vary as they progress through different life stages, requiring diverse offerings, holistic advice and a personalized, evolving plan throughout their wealth and health journeys. Accumulation and decumulation of wealth remains top of mind as Clients seek investment options with financial returns aligned with their goals.

In addition, while Canadians continue to live longer and desire digital health experiences, the impact and instances of mental health continues to be more prevalent than ever. We recognize the need to expand our role to provide support for Canadians’ health and well-being. This includes our focus on mental health and improving health outcomes through solutions that will ensure our Clients have the resources and support available to develop and maintain a positive mental health environment.

Business Units
Business	Description	Market position
Individual Insurance & Wealth	• Provides holistic advice to individuals to help them and their families achieve lifetime financial security, and live healthier lives, leveraging a broad suite of life and health insurance and investment products. • Products distributed via multi-channel distribution model consisting of the SLFD network(1), third-party channels, including independent brokers and broker-dealers, and direct-to-consumer.	• 1st place market position by premiums within the individual life and health market and 2nd place for Individual Critical Illness Insurance based on premiums(2) • 1st in fixed product sales(2) and 4th place market position by total wealth deposits and premiums(2)
Sun Life Health	• In 2021, we announced the creation of Sun Life Health business. This new business unit brings Group Benefits and Lumino Health together. Sun Life Health will provide Clients with personalized and on-demand digital health experiences that will empower them to take action on their health earlier, ultimately improving their health outcomes. • Provides group insurance products in Canada, including life, dental, extended health care, disability and critical illness, to employers of all sizes. • Leverages our worksite advantage to offer voluntary benefits solutions to individual plan members, including post-employment life and health plans. • Products distributed by sales representatives in collaboration with independent advisors, benefits consultants and the SLFD.	• 1st place group benefits provider in Canada for the 9th consecutive year(3)
Group Retirement Services	• Provides defined contribution pension plans and defined benefit solutions in Canada to employers of all sizes. • Leverages our worksite advantage to offer voluntary savings plans, including post-employment plans, to those members exiting their employer-sponsored plans. • Defined Benefit Solutions offers an expanding range of innovative de-risking solutions for defined benefit pension plans. • Products distributed by sales representatives in collaboration with a multi-channel distribution network of pension consultants and advisors. • Planning and asset consolidation capabilities for current and former plan members to benefit from a simplified and seamless experience with a single provider.	• Ranked 1st in the defined contribution market based on total Capital Accumulation Plan assets for the 19th consecutive year(4) • Ranked 1st in the defined benefit solutions annuity market(2)

⁽¹⁾ Sun Life Financial Distribution (“SLFD”) is our proprietary career advisory network.

⁽²⁾ LIMRA Market Share as of third quarter 2021, on a year-to-date basis.

⁽³⁾ Based on revenue for year ended December 2020 from 2021 Group Benefits Provider Report.

⁽⁴⁾ Fraser Pension Universe Report (based on year-ended December 2020).

26 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Financial and Business Results

($ millions)	2021			2020
Individual Insurance & Wealth		911			36
Sun Life Health(1)		271			422
Group Retirement Services		376			259
Reported net income - Common shareholders		1,558			717
Less: Market-related impacts(2)		474			(392	)
Assumption changes and management actions(2)		40			32
Other(2)(3)		(87	)		4
Underlying net income(4)		1,131			1,073
Reported ROE (%)(4)		19.8	%		9.8	%
Underlying ROE (%)(4)		14.4	%		14.7	%
Insurance sales(4)		852			779
Wealth sales(4)		19,854			19,938

⁽¹⁾ Effective Q4 2021, we began reporting on the performance and results of Sun Life Health, which brings our Group Benefits business and Lumino Health platform together.

⁽²⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment, including pre-tax adjustments.

⁽³⁾ Other adjustments to arrive at a non-IFRS financial measure include other items that are unusual or exceptional in nature. See section L - Non-IFRS Financial Measures in this document.

⁽⁴⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

Profitability

In 2021, Canada’s reported net income of $1,558 million increased $841 million or 117.3% compared to 2020, driven by favourable market-related impacts. Underlying net income of $1,131 million increased $58 million or 5%, driven by business growth, partially offset by experience-related items and an investment impairment in earnings on surplus. Experience in the year included favourable credit, investing activity gains, and favourable mortality. These factors were partially offset by unfavourable morbidity reflecting lower disability claims resolutions, while pricing actions were in line with higher disability claims volumes. Unfavourable expense experience also contributed to the offset.

Growth

Canada insurance sales increased by $73 million or 9% in 2021 compared to 2020. Individual insurance sales were $489 million, an increase of $131 million or 37%, driven by higher participating whole life insurance sales. Sun Life Health sales were $363 million, a decrease of $57 million or 14%, reflecting lower large case group benefits sales.

Canada wealth sales were in line with the prior year. Individual wealth sales were $9.0 billion, an increase of $1.5 billion or 20%, driven by higher mutual fund sales. GRS sales were $10.9 billion, a decrease of $1.6 billion or 13%, reflecting lower defined contribution sales and retained business, partially offset by increased asset consolidations and rollovers.

AUM for our wealth businesses, including GRS, was $165.2 billion as at December 31, 2021, an increase of $14.4 billion or 9.5% compared to December 31, 2020, driven by improved markets and net inflows.

Profitability and Growth by Business Unit

Individual Insurance & Wealth

Individual Insurance & Wealth’s reported net income of $911 million increased $875 million in 2021 compared to 2020, driven by favourable market-related and ACMA impacts, favourable credit experience and business growth, partially offset by lower investing activity and a par allocation adjustment.

Individual life and health insurance product sales were $489 million in 2021, an increase of $131 million or 37% compared to 2020. As noted above, the increase was driven by higher participating whole life insurance sales. Individual wealth product sales were $9.0 billion in 2021, an increase of $1.5 billion or 20% compared to 2020, driven by higher mutual fund sales.

Sun Life Health

Sun Life Health’s reported net income of $271 million decreased $151 million or 36% in 2021 compared to 2020, reflecting unfavourable ACMA impacts and morbidity experience, partially offset by improved expense experience and business growth.

Sun Life Health sales were $363 million in 2021, a decrease of $57 million or 14% compared to 2020, reflecting lower large case group benefits sales.

Group Retirement Services

GRS’s reported net income of $376 million increased $117 million or 45% in 2021, compared to 2020, driven by favourable credit experience, business growth and favourable market-related impacts.

GRS sales were $10.9 billion in 2021, a decrease of $1.6 billion or 13% in 2021 compared to 2020, driven by lower defined contribution sales and retained business, partially offset by increased asset consolidations and rollovers. Assets under administration was $142.1 billion as at December 31, 2021, an increase of $16.2 billion or 13% compared to December 31, 2020, driven by improved market movement and net inflows.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 27

2. U.S.

Our U.S. business group is one of the largest group benefits providers in the U.S. market, serving employees and their families at more than 55,000 workplaces of all sizes across the country with employer-sponsored insurance products and solutions. In addition, our U.S. business manages an in-force block of more than 90,000 individual life insurance policies.
		Business Units
	• Group Benefits		• In-force Management

2021 Highlights

Helping Clients improve health outcomes and get the coverage they need

• Introduced Health Navigator powered by PinnacleCare, a unique medical stop-loss platform that guides members through the complex U.S. health-care system. Health Navigator helps Clients get the right care to create better health outcomes and experiences, while reducing costs.

• Launched Stitch in select states, an innovative supplemental health offering that members can buy directly from Sun Life online or via mobile any time of year without the need for employer administration. Stitch also helps protect part-time and gig workers, who are not typically eligible for employee benefits.

• Increased the number of employees covered on the Sun Life + Maxwell Health platform by 70% compared to the prior year, contributing to a 4% increase in employee benefits sales.

• Broadened the FullscopeRMS portfolio with a supplemental health offering to help more Clients cover out-of-pocket costs resulting from treatment for health conditions.

• In-force Management paid the highest amount of claims in its history at more than US$1 billion, continuing to help Clients at a time they needed it most.

Growing our business

• Sales reached another new high, growing by 13% to US$1.2 billion compared to strong performance in 2020, driven by growth in both medical stop-loss and employee benefits reflecting continued demand for our digital and virtual capabilities.

• On July 1, 2021, Sun Life completed its acquisition of Pinnacle Care International, Inc, which joined our U.S. medical stop-loss business. PinnacleCare provides leading health care navigation and medical intelligence services improving the employee experience when facing a serious medical condition.

• Added new FullscopeRMS partners for our Disability, Life, Absence, Stop-Loss, and Supplemental Health products. Momentum continued in the new Absence offering where the number of members covered grew from 36,000 to 114,000 in 2021.

• On October 3, 2021, we entered into an agreement to acquire DentaQuest Group, Inc. (“DentaQuest”), the largest provider of Medicaid dental benefits in the U.S., with a growing presence in Medicare Advantage and commercial products, serving more than 33 million members overall. The acquisition of DentaQuest aligns to our business strategy of being a leader in health and group benefits, while contributing to our emphasis on fee-based earnings and businesses which generate higher ROE.

Thinking and acting like a digital company

• Launched our new absence management solution, simplifying the administration of paid and unpaid leaves by providing members an intuitive experience with state-of-the-art technology, faster decisions and payments. Digital enhancements have made filing claims easier and more efficient, with online submissions up significantly compared to last year.

• Expanded our absence management offering with AbsenceTech Bundle^SM, a cost-effective solution for smaller, self-administered employers, providing access to a digital self-administration absence technology platform with support from Sun Life experts.

• Expanded our digital connectivity capabilities and launched Sun Life Link, a broad portfolio of connection solutions including Application programming interfaces (“APIs”) with prominent human capital management and benefits administration systems. These connections alleviate manual administrative tasks for HR professionals, automate processes, and improve accuracy for HR administrators, while generating faster decisions and real-time notifications for employees.

• Continued to leverage our industry-leading medical stop-loss Clinical 360 program that analyzes claim and clinical data for opportunities to reduce costs for employers and members, saving Sun Life and our Clients US$25 million in 2021.

• Launched Sun Life Onboard, a stream-lined digital process that reduces the administrative time for new Clients, getting them onboarded in a faster, more seamless way.

Strategy and Outlook

Sun Life is part of the large, complex, and rapidly changing U.S. benefits ecosystem. With health-care costs continuing to rise, employees are becoming more responsible for health and benefits costs. Meanwhile, many Americans are underinsured for key financial risks without sufficient life or disability insurance.

Our strategy is centred on being a leader in health and benefits in the U.S. We are focused on helping Clients improve health outcomes and reduce costs, delivering tools that make it easier to do business with us, and helping members close coverage gaps. We are committed to diversity, equity and inclusion in our workforce and support a future of work built on flexible work styles. This will help us continue to increase employee engagement and attract and retain top talent to meet and exceed the needs of our Clients. We remain committed to being a business known for doing the right thing, guided by our Purpose of helping Clients live healthier lives by getting them the right care at the right time at the right cost.

Help Clients improve health outcomes, experiences and costs

• Help Clients navigate the complex health care system, get the care they need, and influence health outcomes.

• Continue to provide industry-leading medical stop-loss expertise and innovative risk management solutions to help self-funded employers and health plans solve for rising health care costs.

• Leverage our data and analytics capabilities to identify opportunities and new solutions to help employers and their employees reduce health care costs and improve health outcomes.

28 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Be a digital leader, enhancing the digital experience and make it easier to do business with us

• Expand our ability to integrate with other major platforms in the health and benefits ecosystem, delivering an automated and more efficient Client experience.

• Drive digital expansion through new capabilities and partnerships while leveraging existing assets to deliver predictive and personalized analytics to help members make decisions that are right for them.

• Leverage digital tools to increase Client interactions and elevate content to drive sales and virtual engagement, enhancing selling effectiveness and delivering deeper insights for brokers and employers.

Help members close coverage gaps and select the right benefits

• Continue to help members optimize the coverage they need through clear benefits communication, simple product packages, and excellent enrollment support.

• Grow our national accounts business with a focus on our expanded supplemental health and voluntary offerings and our integrated disability and absence claims management process, helping employers comply with complex regulations and giving more Americans access to paid leave.

• Drive more growth in FullscopeRMS by leveraging the recently expanded suite of turnkey solutions for insurance company and health plan partners.

Help In-force Management policy-owners achieve lifetime financial security, while effectively managing our operations

• Continue to provide excellent service to our over 90,000 individual insurance policy-owners.

• Optimize the value of the business by implementing opportunities to improve profitability, including expense efficiencies and alternative investment strategies.

• Effectively manage risk and capital through reinsurance and via product offerings for converting or maturing policies.

Outlook

The pandemic continues to impact the U.S. group benefits industry, especially as COVID-19-related deaths in the working-age population increased significantly in the second half of 2021. Our diversified business model has supported our performance throughout the pandemic, as strong medical stop-loss and In-force Management results offset unfavorable COVID-19 impacts in our employee benefits business. It is difficult to predict the direct and indirect impacts of the pandemic going forward, but we continue to be here for our Clients in the moments that matter most, paying more than $300 million in claims to families impacted by COVID-19 in 2021.

The U.S. health and employee benefits ecosystem is large and growing with Clients becoming increasingly aware of the value of our products and services. These markets remain competitive, but we are committed to growing profitably by leveraging our leadership position, deep expertise, and new capabilities to extend further into the health services space. With our acquisition of PinnacleCare and plan to acquire DentaQuest, more than 70% of our active U.S. business will be in health care products and services. We expect to close the DentaQuest acquisition during the first half of 2022.

We have advocated for and collaborated with members of Congress to encourage the passage of a Federal Paid Family and Medical Leave program. If enacted, the proposal we support would expand coverage to all Americans, and give employers the flexibility to provide these benefits through insurers. We continue to monitor other possible legislative changes to key areas impacting our business, including federal data security and privacy legislation, modifications to the Affordable Care Act, and changes to corporate tax rates.

Business Units
Business	Description	Market position
Group Benefits	• Provides group insurance products and services, including life, long-term and short-term disability, absence management, medical stop-loss, dental, vision, voluntary and supplemental health insurance such as hospital indemnity, accident and critical illness. • Stop-loss insurance provides employers who self-insure their employee health plans with protection against large claims. • Products distributed through more than 32,000 independent brokers and benefits consultants, supported by approximately 175 employed sales representatives. • Serves more than 55,000 employers in small, medium and large workplaces across the U.S. • FullscopeRMS, provides turnkey solutions for disability, absence management, stop-loss and supplemental health coverages and capabilities including underwriting services, claims administration, product development, actuarial and policy administration.	• Largest independent medical stop-loss provider(1) • Largest turnkey disability provider(2) • One of the largest preferred. provider organization (“PPO”) dental networks with 130,000 unique dentists(3) • Top ten group life and disability benefits provider(4)
In-force   Management	• Provides more than 90,000 individual life insurance policies, primarily universal life and participating whole life insurance.

⁽¹⁾ Ranking compiled by Sun Life based on data contained in the 2020 Accident and Health Policy Experience Report from the National Association of Insurance Commissioners (“NAIC”). An independent stop-loss carrier is defined as a stop-loss carrier that does not also sell medical claim administration services.

⁽²⁾ Based on annual 2020 NAIC Accident and Health Policy Experience Report and DRMS market expertise.

⁽³⁾ Based on unique dentist count from Zelis Network Analytics data as of September 2020. Nationwide counts are state level totals.

⁽⁴⁾ Based on LIMRA 2020 Annual U.S. Sales & In-Force Reports for group term life, group short-term disability, and long-term disability insurance.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 29

Financial and Business Results

(US$ millions)	2021			2020
Group Benefits		247			331
In-force Management		152			(140	)
Reported net income - Common shareholders		399			191
Less: Market-related impacts(1)		74			6
Assumption changes and management actions(1)		(80	)		(236	)
Acquisition, integration and restructuring(1)		(8	)		(4	)
Underlying net income(2)		413			425
Reported ROE (%)(2)		13.6	%		6.9	%
Underlying ROE (%)(2)		14.0	%		15.3	%
After-tax profit margin for Group Benefits (%)(2)(3)		5.7	%		8.0	%
Insurance sales(2)		1,244			1,102
(C$ millions)
Reported net income - Common shareholders		499			257
Less: Market-related impacts(1)		93			8
Assumption changes and management actions(1)		(101	)		(313	)
Acquisition, integration and restructuring(1)		(11	)		(6	)
Underlying net income(2)		518			568

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment, including pre-tax amounts.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽³⁾ Based on underlying net income, on a trailing four-quarter basis. See section L - Non-IFRS Financial Measures in this document.

Profitability

In 2021, U.S’s reported net income of US$399 million increased US$208 million compared to the same period in 2020, driven by ACMA impacts largely pertaining to In-force Management and an increase in the value of our real estate investments. Underlying net income decreased US$12 million or 3%, reflecting US$105 million⁽¹⁾ primarily from elevated COVID-19 impacts on the working-age population. In addition, experience in the year included investing activity gains and favourable credit, partially offset by unfavourable expense experience. Foreign exchange translation led to a decline of $42 million in reported net income and $40 million in underlying net income.

The trailing four-quarter after-tax profit margin for Group Benefits was 5.7% as of the fourth quarter of 2021, compared to 8.0% as of the fourth quarter of 2020.

Growth

U.S. insurance sales increased by US$142 million or 13% in 2021 compared to 2020, driven by growth in medical stop-loss and employee benefits sales.

Acquisition of PinnacleCare

On July 1, 2021, we completed the acquisition of PinnacleCare, a leading U.S. health care navigation and medical intelligence provider, for $110 million (US$85 million). PinnacleCare joins our U.S. Group Benefits business in the medical stop-loss organization, the largest independent medical stop-loss provider in the country. The acquisition expands our medical stop-loss business beyond the traditional model that reimburses employers after care has occurred, to one that engages employees at diagnosis to help improve the entire care experience and outcomes for both the employee and employer. For additional information, refer to Note 3 of our Consolidated Financial Statements for the period ended December 31, 2021.

Profitability by Business Unit

Group Benefits

Group Benefits’ reported net income of US$247 million decreased US$84 million or 25% in 2021 compared to 2020, reflecting unfavourable mortality in employee benefits and unfavourable ACMA impacts. Morbidity was in line with the prior year, as the favourable impact in medical stop-loss was largely offset by employee benefits.

In-force Management

In-force Management’s reported net income of US$152 million increased US$292 million in 2021 compared to 2020, driven by less unfavourable ACMA, and favourable market-related impacts and mortality.

⁽¹⁾ $135 million in Canadian dollars.

30 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

3. Asset Management

Our Asset Management business group is comprised of MFS and SLC Management. MFS is a premier global asset manager which offers a comprehensive selection of financial products and services that deliver superior value and actively manages assets for retail and institutional investors around the world. SLC Management is a global institutional asset manager with capabilities across public and private credit, fixed income, real estate and infrastructure.
		Business Units
	• MFS Investment Management		• SLC Management

2021 Highlights

• We ended 2021 with $1.06 trillion in assets under management consisting of $875.2 billion (US$692.8 billion) from MFS and $183.9 billion from SLC Management.

MFS

• MFS generated record high ANA, revenues and net income during 2021.

• 2021 marked the third straight year where MFS posted net retail inflows in every quarter.

• Delivered strong long-term investment performance with 97%, 96%, and 80% of MFS’s U.S. retail mutual fund assets ranked in the top half of their Morningstar categories based on ten-, five- and three-year performance, respectively, as at December 31, 2021.

• MFS joined the Net Zero Asset Managers Initiative, a global group of asset managers committed to supporting the goal of net-zero greenhouse gas emissions by 2050, or sooner, by working with their clients across their portfolios.

• Sustained a strong pre-tax net operating profit margin ratio for MFS of 41%, up from 39% in 2020.

SLC Management

• On January 5, 2021, we completed the acquisition of a majority stake in Crescent Capital Group, a global alternative credit investment manager, forming the alternative credit investing pillar of SLC Management. For additional information, refer to Note 3 of our 2021 Consolidated Financial Statements.

• SLC Management achieved net flows of $33 billion through strong capital raising across all of our affiliate managers, capitalizing the momentum of investor demand across a broad range of asset classes, products and geographies, demonstrating the breadth and diversity of the platform.

^○  Of the record capital raised in 2021, Crescent Capital Group produced over a third as it executed on capital raises in two flagship funds, while BGO achieved an over 40% increase in capital raising relative to 2020.

^○  There are opportunities to offer the entire product shelf to our Clients and we have made tangible progress in cross-selling, particularly to our Fixed Income Clients.

^○  SLC Management achieved a record AUM of $184 billion; excluding the Crescent Capital acquisition, AUM was up 19% compared to the prior year.

• We continued to build on our commitment to sustainable investing:

^○  Our affiliate managers, InfraRed and BGO joined the Net Zero Asset Managers initiative, pledging to achieve net-zero emissions for their portfolios by 2050.

^○  Added global ESG expertise to its diverse investment platform through the appointment of a Global Head of ESG.

Strategy and Outlook

Our strategy is to provide investment products through MFS and SLC Management that will deliver growth in active asset management as well as LDI and alternative asset classes. MFS competes primarily in the global institutional, U.S. retail and select non-U.S. retail markets. SLC Management leverages Sun Life’s long-standing expertise in LDI and private asset class investments, augmented by the specialized alternative capabilities of SLC Management’s affiliate managers, to offer customized investment solutions to institutional investors.

MFS: Continue to deliver superior investment performance while allocating capital responsibly for our Clients

MFS’s active management strategy focuses on delivering value to our Clients over the long term. Our relative performance puts us in a strong competitive position over other asset managers:

• With increasing market volatility and a successful track record, MFS is well-positioned to attract flows from all Client sectors that are seeking risk-managed capital appreciation over the long term based on our disciplined, long-term approach. We are engaging Clients to align with MFS to focus on longer investment horizons, to leverage our proven ability to deliver over benchmark performance through a market cycle.

• Our strong leadership on ESG is embedded in our overall investment approach of allocating capital responsibly on behalf of our Clients.

• Our continued strategic focus to build out institutional fixed income product and sales capabilities and broaden our non-U.S. retail initiatives enables us to meet Clients’ unique and local needs. As COVID-19 restrictions on travel lift, we will be able to make more in-person visits with new and prospective clients to better present our capabilities.

• MFS strives to maintain margins in the top quartile of active managers while maintaining our commitment to provide long-term value to Clients.

• Continue to focus on diversity at all levels and promoting an inclusive culture.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 31

SLC Management: Help investors meet their investment objectives by offering a broad suite of alternative asset classes and fixed income strategies

We are well-positioned to take advantage of key trends in our target markets:

• Growing demand for alternative investments due to low nominal interest rates

• An increasing focus by investors on ESG and sustainability issues

• Outsourcing of asset management by insurance companies, and

• Consolidation of investment manager relationships by institutional investors.

Our strategy is to continue to deliver superior investment performance, expand and deepen our distribution relationships and build out our product lineup. SLC Management is positioned for growth over the medium-term and aligned with our objectives⁽¹⁾ to achieve AUM of $225 billion, operating margin of 30%-35%, and underlying net income of $225 million by 2025. We offer our Clients a compelling suite of investment capabilities to meet their needs, including:

• Leading public and private fixed income capabilities, spanning both investment grade and alternative credit

• Global real estate expertise across both equity and debt and

• Global infrastructure capabilities.

Outlook

MFS

We continued to see consolidation in the asset management industry as changes are driving clients and platforms to consolidate assets into fewer investment firms. Within this context, we believe that we have the scale, proven long-term track records and broad product portfolios to take advantage of this opportunity to gain market share. Active asset managers continue face headwinds from passive investment products and downward pressure on fees. To address these headwinds, we will continue to grow our retail business outside the U.S and to diversify our global business with fixed income products. Outside the U.S., we are looking to build local infrastructure with in-country resources, incorporating local language websites and sales materials, as well as partnering with local firms who distribute our products. For our fixed income initiative, we continue to enhance our dedicated infrastructure, build our long-term track records and improve our Client engagement.

SLC Management

We expect to see continued investor demand for yield-oriented fixed income and alternative asset classes, as yields around the world continue to remain at or near historic lows. We believe we are well-positioned to meet this demand with our platform of world-class investment capabilities, complimentary businesses that drive product and distribution opportunities, and global resources that come from being part of Sun Life. The investment capabilities we use for our Clients are the same capabilities that we use in managing the general account of Sun Life Financial; this facilitates co-investment opportunities that result in an alignment of interest with our Clients and enables SLC Management’s speed to market for products.

Business Units
Business	Description	Market position
MFS	• Actively manages assets for retail and institutional investors, including pension plans, sovereign wealth funds, monetary authorities, and endowments and foundations. • Retail products are distributed through financial advisors, brokerages and other professionals. • Institutional products are distributed by an internal sales force, which is aided by a network of independent consultants.	• US$693 billion in AUM. • The 10th largest U.S. Retail funds manager(1)
SLC              Management	• SLC Management delivers public and private credit, fixed income, real estate and infrastructure solutions to Clients through a group of affiliate managers, including: • BentallGreenOak, a global real estate investment manager. • InfraRed Capital Partners, a global infrastructure and real estate investment manager headquartered in London, UK. • Crescent Capital Group, a U.S.-based global alternative credit investment manager. • SLC Management, a North American institutional asset manager specializing in investment grade public and private fixed income portfolios. • Institutional products are distributed by an internal sales force, which is aided by a network of independent consultants.	• $184 billion in AUM.

⁽¹⁾ As reported by ISS Market Intelligence Simfund based on AUM as at December 31, 2021.

⁽¹⁾ Although considered reasonable, we may not be able to achieve our medium-term financial objectives as our assumptions may prove to be inaccurate. Accordingly, our actual results could differ materially from our medium-term financial objectives as described above. Our medium-term financial objectives do not constitute guidance. Our medium-term financial objectives are forward-looking non-IFRS financial measures and additional information is provided in this MD&A in section O - Forward-looking Statements - Medium-Term Financial Objectives.

32 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Financial and Business Results

Asset Management (C$ millions)	2021			2020
Reported net income - Common shareholders		892			980
Less: Fair value adjustments on MFS’s share-based payment awards(1)		(186	)		(92	)
Acquisition, integration and restructuring(1)(2)(3)		(247	)		(56	)
Other(1)(4)		(21	)		—
Underlying net income(5)		1,346			1,128
Assets under management (C$ billions)(5)(6)		1,059.2			891.9
Gross flows (C$ billions)(5)(7)		193.1			190.0
Net flows (C$ billions)(5)(7)		21.1			17.2
MFS (C$ millions)
Reported net income - Common shareholders		1,049			942
Less: Fair value adjustments on MFS’s share-based payment awards(1)		(186	)		(92	)
Underlying net income(5)		1,235			1,034
Assets under management (C$ billions)(5)		875.2			776.8
Gross flows (C$ billions)(5)		150.1			178.3
Net flows (C$ billions)(5)		(11.4	)		17.7
MFS (US$ millions)
Reported net income - Common shareholders		836			704
Less: Fair value adjustments on MFS’s share-based payment awards(1)		(149	)		(70	)
Underlying net income(5)		985			774
Pre-tax net operating profit margin ratio for MFS(5)		41	%		39	%
Average net assets (US$ billions)(5)		657.8			525.4
Assets under management (US$ billions)(5)(8)		692.8			610.2
Gross flows (US$ billions)(5)		119.7			132.8
Net flows (US$ billions)(5)		(9.2	)		13.1
Asset appreciation (depreciation) (US$ billions)		91.7			69.7
S&P 500 Index (daily average)		4,266			2,942
MSCI EAFE Index (daily average)		2,289			1,853
SLC Management (C$ millions)
Reported net income - Common shareholders		(157	)		38
Less: Acquisition, integration and restructuring(1)(2)(3)		(247	)		(56	)
Other(1)(4)		(21	)		—
Underlying net income(5)		111			94
Assets under management (C$ billions)(5)(6)		183.9			115.1
Gross flows (C$ billions)(5)(7)		43.0			11.7
Net flows (C$ billions)(5)(7)		32.5			(0.5	)

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment, including pre-tax adjustments.

⁽²⁾ Amounts relate to acquisition costs for our acquisition of a majority stake in BentallGreenOak (“BGO acquisition”), our acquisition of a majority stake in InfraRed Capital Partners (“InfraRed acquisition”), and the Crescent acquisition, which include the unwinding of the discount for Other financial liabilities of $59 million in 2021 ($47 million in 2020).

⁽³⁾ Reflects the changes in estimated future payments for acquisition-related contingent considerations and options to purchase remaining ownership interests of SLC Management affiliates of $153 million in 2021.

⁽⁴⁾ Other adjustments to arrive at a non-IFRS financial measure include other items that are unusual or exceptional in nature. See section L - Non-IFRS Financial Measures in this document.

⁽⁵⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽⁶⁾ Effective January 1, 2021, the methodology for AUM was updated for SLC Management with respect to certain real estate and investment-grade fixed income products to include uncalled capital commitments. We have updated prior period amounts to reflect this change. For more details, see section L - Non-IFRS Financial Measures in this document.

⁽⁷⁾ Effective January 1, 2021, the methodology for gross flows and outflows was updated for SLC Management. Prior period amounts have not been updated. For more details, see section L - Non-IFRS Financial Measures in this document.

⁽⁸⁾ Monthly information on AUM is provided by MFS in its Corporate Fact Sheet, which can be found at www.mfs.com/CorpFact. The Corporate Fact Sheet also provides MFS’s U.S. GAAP assets and liabilities as at December 31, 2021.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 33

Profitability

In 2021, Asset Management’s reported net income of $892 million decreased $88 million or 9% compared to 2020, reflecting a $153 million increase in SLC Management’s acquisition-related liabilities⁽¹⁾ and higher fair value adjustments on MFS’s share-based payment awards, partially offset by an increase in underlying net income of $218 million. The increase in underlying net income was driven by a 19% increase in MFS and an 18% increase in SLC Management. Foreign exchange translation led to a decline of $67 million in reported net income and $85 million in underlying net income.

Growth

Asset Management’s AUM increased by $167.3 billion or 18.8% as at December 31, 2021 compared to December 31, 2020, driven by asset appreciation of $120.3 billion, the Crescent acquisition of $39.1 billion and net inflows of $21.1 billion.

Profitability and Growth by Business Unit

MFS

In 2021, MFS’s reported net income of US$836 million increased US$132 million or 19% compared to 2020, driven by an increase in underlying net income of US$211 million, partially offset by higher fair value adjustments on MFS’s share-based payment awards. Underlying net income increased, driven by higher ANA, partially offset by higher variable compensation expenses and lower net investment returns.

MFS’s AUM increased by US$82.5 billion or 14% as at December 31, 2021 compared to December 31, 2020, driven by asset appreciation of US$91.7 billion, partially offset by net outflows of US$9.2 billion.

SLC Management

In 2021, SLC Management’s reported net loss was $157 million, compared to reported net income of $38 million in 2020, reflecting a $153 million increase in SLC Management’s acquisition-related liabilities. Underlying net income of $111 million increased $17 million or 18%, driven by gains on real estate seed investments and results from our acquisitions, partially offset by higher performance fees in the prior year.

SLC Management’s AUM increased by $68.8 billion or 60% as at December 31, 2021 compared to December 31, 2020, driven by the Crescent acquisition of $39.1 billion, net inflows of $32.5 billion and asset appreciation of $5.9 billion. These factors were partially offset by Client distributions of $6.4 billion.

4. Asia

Our Asia presence provides us with a strong footprint to take advantage of the high growth prospects in the region. We operate in eight Asian markets, delivering value to over 21 million Clients. Local Markets provides asset management, wealth, protection and health solutions through a multi-channel distribution approach. International Hubs offers leading insurance and wealth products through agency and broker distribution, including life insurance solutions, to High Net Worth families and individuals.

	Business Units
• Local Markets		• International Hubs

2021 Highlights

Growth in scale and distribution

• We ended 2021 with $63.5 billion in total AUM in our asset management and wealth businesses, up 2 billion from the prior year.

• In Vietnam, we are now the 4^th largest bancassurance player and the 6^th largest life insurer based on sales, up from 13^th in 2020, driven by the rapid growth of our new bancassurance partnerships and the success of our agency force.

• In the Philippines, we established SLIMTC⁽²⁾ to provide multi-strategy, local and global portfolio management services to deliver superior risk-adjusted returns for both individual and institutional investors.

• In Singapore, we launched our first High Net Worth life insurance product which helps Clients grow, protect and transfer their wealth to the next generation. This extends our presence to eight markets in Asia and reinforces our position in the international High Net Worth life insurance market.

• Established a relationship with MDRT Academy⁽³⁾, an association helping financial professionals accelerate their careers, to supplement our existing elite advisor training program, the Brighter Academy. This partnership will support our goal of having the most respected advisors in the industry.

• Successful initial public offering of our India asset management joint venture, Aditya Birla Sun Life Asset Management Company Limited (“ABSLAMC”)⁽⁴⁾, which generated a gain of $362 million (post-tax $297 million).

⁽¹⁾ Reflects the changes in estimated future payments for acquisition-related contingent considerations and options to purchase remaining ownership interests of SLC Management affiliates.

⁽²⁾ Sun Life Investment Management and Trust Corporation (“SLIMTC”).

⁽³⁾ Million Dollar Round Table (“MDRT”).

⁽⁴⁾ As a result of the initial public offering (“IPO”), our holding of ABSLAMC was reduced by 12.5%. After the IPO, we retained indirect ownership of the listed entity of 36.5%. Shares of ABSLAMC began trading on the BSE Limited and the National Stock Exchange of India Limited on October 11, 2021.

34 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Putting Client Impact at the centre of everything we do

• We launched SunCanvas, a new scalable virtual solution for advisors to enhance Client experiences and increase non-face-to-face sales capabilities in the Philippines, Hong Kong, Indonesia and Vietnam.

• In the Philippines, we launched GoWell Studio, a premier digital on-demand wellness platform that includes virtual exercise programs, guided meditation sessions, and healthcare awareness and education content, amongst a variety of other features.

• We rolled out major upgrades to SunSmart, our digital point of sales tool, including straight-through processing capabilities in the Philippines for six key products and non-face-to-face sales capabilities in Malaysia.

Embed sustainability into our business to drive value creation and align with our Purpose

• We launched the Sun Life AM Hong Kong ESG Index Fund (SLHKEIB), bringing the first Hang Seng ESG 50 Index fund to investors in Hong Kong.

• We were the first Malaysian insurance company to launch an ESG investment-linked fund, the Global Sustainable Equity Fund, partnering with Nomura Asset Management.

Strategy and Outlook

To achieve our ambitious growth objectives, we will continue to fortify our operations in our established markets and capitalize on new opportunities in our existing markets. We are dedicated to building distribution excellence and offering a seamless, digitally powered Client experience. We will continue to foster our strong and distinctive culture, while attracting, developing and empowering high calibre talent. We will embed sustainability into our business, as we engage Clients along their journeys towards lifetime financial security and healthier lives. Our areas of focus for Asia are to:

Continue to build distribution excellence and scale

• Expand our reach across channels and segments to serve the growing insurance markets in Asia, by offering a diversified product lineup through a holistic sales advice process, including expanding our wealth and health solutions.

• Deliver a multi-channel experience engaging Clients where, when and how they wish.

• Create a unique brand in each market by building on our Most Respected Advisor (“MRA”) program to further develop our professional agency force.

• Continue to effectively collaborate with existing bancassurance partners, including unlocking the potential of recent deals, and establish new bank relationships, to offer solutions to a wider range of Clients.

• Grow scale and enhance profitability by offering a holistic set of solutions to deliver on our Purpose of helping Clients to achieve lifetime financial security and live healthier lives.

Think and act like a digital company

• Digitize our business and leverage common tools and technology platforms across the region to enhance the Client and advisor experiences by making it easier to do business with us.

• Use data and analytics to drive advancement in prospect conversion, Client retention, advisor productivity, recruitment and training, with a focus on distribution quality.

• Increase engagement of prospective and existing Clients by being more personal, proactive, and predictive.

Embed sustainability into our business to drive value creation, positive impact, and align with our Purpose

• Provide quality advice and offer relevant financial solutions to enable Clients to plan and protect themselves from adverse financial events and invest for their future.

• Become a partner in our Clients’ health journeys, by offering a wider set of valued health solutions and deepen the level of engagement across the Client relationship.

• Fully embed ESG into our investment processes and introduce ESG investment opportunities for our Clients.

Outlook

Our diversified business, with a multi-country presence and multi-channel distribution, positions us to capture opportunities as they arise, and protects our business against adverse economic or regulatory cycles in any one market. We expect that the region’s economic growth will continue, despite the uncertainties and short-term headwinds from COVID-19, and that rapid wealth creation, coupled with low penetration rates for insurance, will result in sustained growth across all of our distribution channels and markets over the medium-term. In addition, we expect to continue to reach more Clients by expanding and deepening our high-quality agency force and diverse network of bancassurance partners. Furthermore, we feel confident that our position among the global leaders in the international High Net Worth space will continue to generate value and positive outcomes for Clients.

Economic and geopolitical uncertainty, as well as intense competition, continue to pose challenges to our businesses, and these are further intensified by the ongoing pandemic. However, our steadfast dedication to our Purpose and our Clients, strengthening market positions, key strategic relationships, investments in digital and analytics, and our ability to leverage Sun Life’s global expertise position us well for the future. As local governments continue to download responsibilities in both the retirement and health spaces, we are well-equipped to offer current and prospective Clients a diverse range of products and solutions.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 35

Business Markets
Business	Description	Market Position
Local Markets
Philippines(1)	• Individual and group life and health insurance products to individuals and businesses through a multi-channel distribution network. • Asset management for individual and institutional Clients through agency, brokerage, bancassurance and digital partners.	• #1 ranked insurance company based on total premium(2) • #1 largest mutual fund operation in the country(3)
Indonesia	• Individual life and health insurance and creditor life insurance through agency, telco arrangements and banks, including a bancassurance partnership with CIMB Niaga, Indonesia’s 5th largest bank	• 11th ranked insurance company(4)
Vietnam	• Individual insurance and pensions distributed through agency, corporate sales, and digital distribution channels and partnerships, including exclusive bancassurance agreements with TPBank(5) and ACB(5)	• 6th ranked insurance company(6)
Malaysia(7)	• Individual and group insurance through banks and telco arrangements, including an exclusive bancassurance agreement with CIMB Bank, Malaysia’s 2nd largest bank, and a growing agency force.	• 4th in bancassurance sales, 7th overall(8)
India(9)	• Individual and group insurance, savings and retirement products through agency, brokerage and bancassurance channels. • Asset management for both individual and institutional investors through independent financial advisors, banks, and direct distribution channels.	• 7th largest life insurance company in India(10) • 4th largest mutual fund operation in the country(11)
China(12)	• Individual and group life and health insurance and savings products distributed through agency, brokerage, bancassurance and digital channels. • Institutional asset management, passive third-party asset management and debt financing business through direct distribution.	• 11th ranked life insurance company in China among multinationals(13)
International Hubs
Hong Kong	• Mandatory Provident Fund (“MPF”) and pension administration to individuals and businesses through agency and brokerage distribution. • Individual and group life and health insurance through agency and brokerage distribution, including life insurance solutions for High Net Worth Clients.	• 3rd largest provider based on AUM, 2nd based on net inflows(14) • Top 10 in Agency for Life Insurance(15)
International	• Individual life insurance solutions for High Net Worth Clients residing outside the U.S. and Canada • Manages a block of International wealth investment products closed to new sales.	• A leader in international High Net Worth life insurance business.
Singapore	• Individual life insurance solutions for High Net Worth Clients in Asia.	• New entrant to the market in 2021.

⁽¹⁾ Philippines: Includes a joint venture with the Yuchengco Group - Sun Life Grepa Financial, Inc. (49%).

⁽²⁾ Insurance Commission of the Philippines, based on Q2 2021 year-to-date total premium income for Sun Life of Canada (Philippines).

⁽³⁾ Philippine Investment Funds Association, based on September 2021 ending AUM.

⁽⁴⁾ Indonesia Life Insurance Association industry report, based on Q3 2021 year-to-date first year premiums.

⁽⁵⁾ Tien Phong Commercial Bank (“TPBank”) and Asia Commercial Joint Stock Bank (“ACB”).

⁽⁶⁾ November 2021 year-to-date annualized first year premiums based on data shared among industry players.

⁽⁷⁾ Malaysia: Joint ventures with Khazanah Nasional Berhad and CIMB Group Holdings Berhad - Sun Life Malaysia Assurance Berhad (49%), Sun Life Malaysia Takaful Berhad (49%).

⁽⁸⁾ Life Insurance Association of Malaysia and Insurance Services Malaysia Berhad, based on Q3 2021 year-to-date annualized first year premium for conventional and takaful business.

⁽⁹⁾ India: Joint venture with Aditya Birla Group - Aditya Birla Sun Life Insurance Company Limited (49%) and Aditya Birla Sun Life Asset Management Company Limited (36.5% indirect ownership).

⁽¹⁰⁾ Insurance Regulatory Authority of India, based on Q3 2021 year-to-date first year premiums among private players.

⁽¹¹⁾ Association of Mutual Funds in India, based on average AUM for the quarter ended December 31, 2021.

⁽¹²⁾ China: Joint ventures with the China Everbright Group: Sun Life Everbright Life Insurance Company Limited (24.99%), Sun Life Everbright Asset Management Co., Ltd (24.74%).

⁽¹³⁾ China Insurance Regulatory Commission, based on gross premiums for Q3 2021 year-to-date (excluding universal life insurance deposits and pension companies).

⁽¹⁴⁾ Mercer MPF Market Shares Report, September 2021.

⁽¹⁵⁾ Insurance Authority of Hong Kong, Provisional Statistics on Hong Kong Long Term Insurance Business, based on Q3 2021 year-to-date annualized first year premiums.

Financial and Business Results

($ millions)	2021			2020
Local Markets		608			265
International Hubs		467			329
Reported net income - Common shareholders		1,075			594
Less: Market-related impacts(1)		61			(77	)
Assumption changes and management actions(1)		135			99
Acquisition, integration and restructuring(1)		293			(7	)
Underlying net income (loss)(2)		586			579
Reported ROE (%)(2)		17.4	%		10.1	%
Underlying ROE (%)(2)		9.5	%		9.8	%
Insurance sales(2)		1,258			1,263
Wealth sales(2)		15,491			10,937

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment, including pre-tax amounts.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

36 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Profitability

In 2021, Asia’s reported net income of $1,075 million increased $481 million or 81% compared to 2020, driven by a $297 million gain from the IPO of our India asset management joint venture, and favourable market-related and ACMA impacts. Underlying net income was in line with the prior year, as business growth and new business gains were offset by experience-related items and unfavourable foreign exchange translation. Experience in the year included unfavourable COVID-19-related mortality of $60 million from our India joint venture⁽¹⁾, the Philippines and Indonesia, as well as expense experience, partially offset by favourable credit. Foreign exchange translation led to a decline of $67 million in reported net income and $40 million in underlying net income.

Growth

Asia insurance sales increased by 6%⁽²⁾ in 2021 compared to 2020. Individual insurance sales were $1,219 million. Individual insurance sales increased 5%⁽²⁾, driven by increases in Vietnam, India and the Philippines, partially offset by decreases in Hong Kong.

Asia wealth sales increased by 51%⁽²⁾ in 2021 compared to 2020, driven by higher sales in India, the Philippines and Hong Kong.

Profitability by Business Unit and Growth by Business Market

Local Markets

Local Markets’ reported net income of $608 million increased $343 million in 2021 compared to 2020, driven by a $297 million gain from the IPO of our India asset management joint venture, business growth, higher new business gains and favourable market-related impacts, partially offset by unfavourable expense and mortality experience, and the unfavourable impacts of foreign exchange translation.

We continued to build our agency and alternate distribution channels, leverage a more balanced product portfolio and increase efficiency and productivity, while maintaining Client focus.

Philippines - On a local currency basis, individual insurance sales increased 21% in 2021 compared to 2020. Mutual and managed fund AUM was $4.3 billion as at December 31, 2021, an increase of 40% compared to 2020, measured in local currency, reflecting strong money market sales.

Agency headcount reached approximately 22,300 at the end of 2021, 14% higher than 2020.

Indonesia - On a local currency basis, individual life insurance sales increased 9% in 2021 compared to 2020, with growth in the bancassurance channel, partially offset by lower sales in agency and telemarketing channel.

Agency headcount was at approximately 5,800 in 2021, an increase of 9% from the previous year-end.

Vietnam - On a local currency basis, individual insurance sales increased 262% in 2021 compared to 2020, driven by the new bancassurance channel and growth in the agency channel.

Agency headcount was almost 5,700 at the end of 2021, 11% lower than 2020, as a result of the impact of COVID-19 and stricter validation criteria.

Malaysia - On a local currency basis, individual insurance sales increased 6% in 2021 compared to 2020, with higher sales in the bancassurance channel.

Malaysia’s agency force was at approximately 840 agents as at the end of 2021, 18% higher than 2020.

India - On a local currency basis, individual life insurance sales increased 21% in 2021 compared to 2020, with growth in all channels. On a local currency basis, gross sales of equity and fixed income funds increased 59%.

India’s agency headcount reached 70,000 at the end of 2021, 14% lower than 2020 reflecting COVID-19 impacts and stricter validation criteria.

Total AUM as at December 31, 2021 was $50.4 billion, of which $18.3 billion is reported in our AUM based on Sun Life’s 36.49% share, 9% higher than 2020.

China - On a local currency basis, individual insurance sales increased 13% in 2021 compared to 2020, driven by growth in the bancassurance channel, partially offset by lower sales in agency and broker channels.

Agency headcount reached 8,400 at the end of 2021, 63% lower than 2020 due to focus on quality.

International Hubs

International Hubs’ reported net income of $467 million increased $138 million or 42% in 2021 compared to 2020, driven by favourable market-related and ACMA impacts, business growth and favourable credit experience, partially offset by the unfavourable impacts of foreign exchange and less favourable morbidity experience.

Hong Kong - On a local currency basis, individual insurance sales decreased 36% in 2021 compared to 2020, reflecting lower sales in the broker channel, partially offset by the agency channel. AUM in our pension business reached $21.5 billion as at December 31, 2021, an increase of 11% compared to 2020, measured in local currency, and pension net flows increased 35% compared to 2020.

Agency headcount increased by 12% from 2020 to approximately 2,500 at the end of 2021.

⁽¹⁾ Experience-related items from our India, China and Malaysia joint ventures and associates are recorded within other experience.

⁽²⁾ This percentage change excludes the impacts of foreign exchange translation. For more information about these non-IFRS financial measures, see section L - Non-IFRS Financial Measures in this document.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 37

International - On a constant currency basis, individual life insurance sales increased 3%⁽¹⁾ in 2021 compared to 2020, due to the competitive environment and market shifts in the first half of 2020.

Singapore - Singapore launched its first High-Net-Worth life insurance product in Q3 2021, driving $6 million of individual life insurance sales in 2021.

5. Corporate

Corporate includes the results of our UK business and Corporate Support.

Business Units
Business	Description
UK	• UK has a run-off block of business consisting of approximately 480,000 in-force life and pension policies, with approximately £10 billion of AUM. Since December 2010, UK has been closed to new business and focuses on supporting existing Clients. Most administrative functions have been outsourced to external service providers which are managed by an in-house management team.
Corporate Support	• Corporate Support operations consist of the certain expenses, debt charges, investment income, capital and other items, which pertain to monitoring and oversight of enterprise activities and Corporate treasury functions, which are not allocated to business segments. Corporate Support also includes our Run-off reinsurance business. Coverage in our Run-off reinsurance business includes long-term care, medical coverage, and guaranteed minimum income and death benefit coverage. The block also includes group long-term disability and personal accident policies which are 100% retroceded.

Financial and Business Results
($ millions)	2021			2020
UK		141			193
Corporate Support		(231	)		(337	)
Reported net income (loss) - Common shareholders		(90	)		(144	)
Less: Market-related impacts(1)		(1	)		—
Assumption changes and management actions(1)		—			39
Acquisition, integration and restructuring(1)		(51	)		(48	)
Other(1)(2)		10			—
Underlying net income (loss)(3)		(48	)		(135	)

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment, including pre-tax amounts.

⁽²⁾ Other adjustments to arrive at a non-IFRS financial measure include other items that are unusual or exceptional in nature. See section L - Non-IFRS Financial Measures in this document.

⁽³⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

Profitability

In 2021, Corporate’s reported net loss was $90 million, an improvement of $54 million compared to 2020, driven by the change in underlying net loss, partially offset by unfavourable ACMA impacts. Underlying net loss of $48 million improved $87 million, driven by a lower effective tax rate⁽²⁾, partially offset by higher expenses.

Profitability by Business Unit

UK

UK’s reported net income of $141 million decreased by $52 million or 27% in 2021 compared to 2020, reflecting less favourable ACMA impacts and lower investing activity.

Corporate Support

Corporate Support’s reported net loss of $231 million improved $106 million or 31% in 2021 compared to 2020, driven by a lower effective tax rate⁽²⁾, partially offset by unfavourable expense experience and unfavourable mortality experience in the run-off businesses.

⁽¹⁾ This percentage change excludes the impacts of foreign exchange translation. For more information about these non-IFRS financial measures, see section L - Non-IFRS Financial Measures in this document.

⁽²⁾ Prior year included an unfavourable adjustment relating to historical Canadian tax filings and lower tax-exempt investment income.

38 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

 H. Investments

The Company strives to ensure that all general fund investments are properly aligned with business objectives including meeting policyholder obligations and maintaining adequate liquidity at all times. Consideration is given in our investment process to a wide range of factors, including ensuring attractive risk and return profiles, appropriate diversification by asset type, credit exposure and sector, financial condition and ESG profile of issuers and borrowers, quality and value of underlying security and macro- and micro-economic developments and trends including prospects for specific industry sectors. The Risk Committee of the Board of Directors (“Risk Committee”) approves policies that contain prudent standards and procedures for the investment of our general fund assets. These policies include requirements, restrictions and limitations for interest rate, credit, equity market, real estate market, liquidity, concentration, currency, and derivative risks. Compliance with these policies is monitored on a regular basis and reported annually to the Risk Committee. The Governance, Investment & Conduct Review Committee of the Board of Directors monitors the Company’s Investment Plan and investment performance, oversees practices, procedures and controls related to the management of the general fund investment portfolio, and reviews corporate governance guidelines and processes.

1. Investment Profile

Total general fund invested assets of $184.5 billion as at December 31, 2021, compared to $177.9 billion as at December 31, 2020. The increase was primarily due net purchases in our invested asset portfolio from general operating activities. This was partially offset by a decline in net fair value from rising interest rates, foreign exchange translation and decline in cash, including the funding of acquisitions. Our general fund invested assets are well-diversified across investment types, geographies and sectors with the majority of our portfolio invested in fixed income high-quality assets.

The following table sets out the composition of our general fund invested assets:⁽¹⁾

	December 31, 2021						December 31, 2020
($ millions)	Carrying value		Fair value		% of Total  fair value		Carrying value		Fair value		% of Total  fair value
Cash, cash equivalents and short-term securities		12,278		12,278		6 %		13,527		13,527		7 %
Debt securities		88,727		88,727		47 %		89,089		89,089		48 %
Equity securities		9,113		9,113		5 %		6,631		6,631		4 %
Mortgages and loans		51,692		55,756		29 %		49,946		56,231		31 %
Derivative assets		1,583		1,583		1 %		2,160		2,160		1 %
Other invested assets - financial assets		7,081		7,071		4 %		4,167		4,167		2 %
Policy loans		3,261		3,261		2 %		3,265		3,265		2 %
Total financial assets		173,735		177,789		94 %		168,785		175,070		95 %
Investment properties		9,109		9,109		5 %		7,516		7,516		4 %
Other invested assets - non-financial assets		1,678		1,678		1 %		1,611		1,611		1 %
Total invested assets		184,522		188,576		100 %		177,912		184,197		100 %

⁽¹⁾ The values and ratios presented are based on the fair value of the respective asset categories. Generally, the carrying values for invested assets are equal to their fair values; however our mortgages and loans are generally carried at amortized cost. For invested assets supporting insurance contracts, in the event of default, if the amounts recovered are insufficient to satisfy the related insurance contract liability cash flows that the assets are intended to support, credit exposure may be greater than the carrying value of the assets.

2. Debt Securities

Our debt securities portfolio is actively managed through a regular program of purchases and sales aimed at optimizing yield, quality and liquidity, while ensuring that it remains well-diversified and duration-matched to insurance contract liabilities. As at December 31, 2021, with the exception of certain countries where we have business operations, including Canada, the United States, the United Kingdom and the Philippines, our exposure to debt securities from any single country did not exceed 1% of total invested assets.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 39

Debt Securities by Issuer and Industry Sector

	December 31, 2021				December 31, 2020
($ millions)	Total		% of Total		Total		% of Total
Debt securities issued or guaranteed by:
Canadian federal government		7,101		8%		6,489		7%
Canadian provincial and municipal government		17,079		19%		18,242		20%
U.S. government and agency		2,413		3%		2,475		3%
Other foreign government		5,511		6%		6,104		7%
Total government issued or guaranteed debt securities		32,104		36%		33,310		37%
Corporate debt securities by industry sector:(1)
Financials		11,948		14%		11,856		13%
Utilities		8,192		9%		8,243		9%
Industrials		6,596		7%		6,226		7%
Energy		4,279		5%		4,802		6%
Communication services		3,886		4%		3,966		5%
Real estate		2,688		3%		2,767		3%
Health care		2,427		3%		2,172		2%
Consumer staples		2,278		3%		2,051		2%
Consumer discretionary		2,120		2%		1,771		2%
Information technology		1,635		2%		1,495		2%
Materials		1,517		2%		1,625		2%
Total corporate debt securities		47,566		54%		46,974		53%
Asset-backed securities		9,057		10%		8,805		10%
Total debt securities		88,727		100%		89,089		100%

⁽¹⁾ Our grouping of debt securities by sector is based on the Global Industry Classification Standard and S&P Dow Jones Indices.

Debt Securities by Geography

The carrying value of fair value through profit or loss and AFS debt securities by geographic location is presented in the following table.

	December 31, 2021								December 31, 2020
($ millions)	FVTPL debt securities		AFS debt     securities		Total		% of Total		FVTPL debt securities		AFS debt securities		Total		% of Total
Debt securities by geography:
Canada		33,028		5,135		38,163		43%		34,005		4,685		38,690		44%
United States		26,678		4,552		31,230		35%		27,183		3,984		31,167		35%
Europe		8,289		1,337		9,626		11%		8,734		966		9,700		11%
Asia		5,249		622		5,871		7%		5,095		600		5,695		6%
Other		2,754		1,083		3,837		4%		2,817		1,020		3,837		4%
Total debt securities		75,998		12,729		88,727		100%		77,834		11,255		89,089		100%

Our gross unrealized losses as at December 31, 2021 for FVTPL and AFS debt securities were $405 million and $122 million, respectively, compared with $94 million and $27 million, respectively, as at December 31, 2020. The increase in gross unrealized losses was largely due to the impact from rising interest rates.

Debt Securities by Credit Rating

Debt securities with a credit rating of “A” or higher represented 73% of the total debt securities as at December 31, 2021, compared to 72% as at December 31, 2020. Debt securities with a credit rating of “BBB” or higher represented 99% of total debt securities as at December 31, 2021, compared to 98% as at December 31, 2020.

40 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

The credit risk ratings in the following table were established in accordance with the internal rating process described in this MD&A under the heading J - Risk Management - 9 - Risk Categories - Credit Risk Management Governance and Control.

	2021								2020
($ millions)	FVTPL debt securities		AFS debt securities		Total debt securities		% of Total debt securities		FVTPL debt securities		AFS debt securities		Total debt securities		% of Total debt securities
Debt securities by credit rating:
AAA		12,811		5,294		18,105		20%		12,794		4,810		17,604		20%
AA		11,510		1,502		13,012		15%		11,870		1,586		13,456		15%
A		29,984		3,282		33,266		38%		30,812		2,600		33,412		37%
BBB		20,710		2,484		23,194		26%		21,203		2,091		23,294		26%
BB and lower		983		167		1,150		1%		1,155		168		1,323		2%
Total debt securities		75,998		12,729		88,727		100%		77,834		11,255		89,089		100%

3. Equities

Our equity portfolio is well-diversified with approximately 64% of our portfolio invested in exchange-traded funds as at December 31, 2021, compared to 58% as at December 31, 2020. Exchange-traded fund holdings are primarily in the SPDR S&P 500 ETF Trust and Tracker Fund of Hong Kong Ltd. The carrying value of equities by issuer geography as at December 31, 2021 is set out in the following table.

Equities by Issuer Geography

	December 31, 2021								December 31, 2020
($ millions)	FVTPL equities		AFS       equities		Total		% of Total		FVTPL equities		AFS     equities		Total		% of Total
Equity securities:
Canada		3,301		62		3,363		37%		3,064		15		3,079		47%
United States		2,010		1,405		3,415		37%		1,046		148		1,194		18%
Europe		449		6		455		5%		418		6		424		6%
Asia		1,768		102		1,870		21%		1,832		93		1,925		29%
Other		10		—		10		—%		9		—		9		—%
Total equity securities		7,538		1,575		9,113		100%		6,369		262		6,631		100%

Excluding exchange-traded funds and mutual funds, there were no issuers exceeding 1% of the equity portfolio as at December 31, 2021.

4. Mortgages and Loans

Mortgages and loans are presented at their carrying value in our 2021 Annual Consolidated Financial Statements. Our mortgage portfolio consisted almost entirely of first mortgages and our loan portfolio consisted of private placement loans.

Mortgages and Loans by Geography

The carrying value of mortgages and loans by geographic location is presented in the following table.⁽¹⁾

	December 31, 2021								December 31, 2020
($ millions)	Mortgages		Loans		Total		% of Total		Mortgages		Loans		Total		% of Total
Canada		9,569		12,885		22,454		43%		9,119		13,107		22,226		44%
United States		5,907		14,596		20,503		40%		6,309		13,773		20,082		40%
Europe		9		6,093		6,102		12%		—		5,352		5,352		11%
Asia		—		532		532		1%		—		366		366		1%
Other		—		2,101		2,101		4%		—		1,920		1,920		4%
Total mortgages and loans		15,485		36,207		51,692		100%		15,428		34,518		49,946		100%
% of Total Invested Assets		8%		20%		28%				9%		19%		28%

⁽¹⁾ The geographic location for mortgages is based on the location of the property and for loans it is based on the country of the creditor’s parent.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 41

Mortgage Portfolio

As at December 31, 2021, we held $15.5 billion of mortgages, compared to $15.4 billion as at December 31, 2020. Our mortgage portfolio consists entirely of commercial mortgages, as presented in the following table.

	December 31, 2021									December 31, 2020
($ millions)	Insured			Uninsured			Total			Insured			Uninsured			Total
Mortgages:
Retail		—			3,388			3,388			—			3,710			3,710
Office		—			3,531			3,531			—			3,481			3,481
Multi-family residential		3,870			1,857			5,727			3,663			1,968			5,631
Industrial and land		—			2,035			2,035			—			1,945			1,945
Other		348			456			804			345			316			661
Total mortgages		4,218			11,267			15,485			4,008			11,420			15,428
% of Total mortgages		27	%		73	%		100	%		26	%		74	%		100	%

Our mortgage portfolio consists entirely of commercial mortgages, including retail, office, multi-family, industrial and land properties. As at December 31, 2021, 37% of our commercial mortgage portfolio consisted of multi-family residential mortgages; there are no single-family residential mortgages. Our uninsured commercial portfolio had a weighted average loan-to-value ratio of approximately 58% as at December 31, 2021, consistent to December 31, 2020. While we generally limit the maximum loan-to-value ratio to 75% at issuance, we may invest in mortgages with a higher loan-to-value ratio in Canada if the mortgage is insured by the Canada Mortgage and Housing Corporation (“CMHC”). The estimated weighted average debt service coverage for our uninsured commercial portfolio is 1.72 times. Of the $4.1 billion of multi-family residential mortgages in the Canadian commercial mortgage portfolio, 93% were insured by the CMHC.

The following tables summarize our mortgages by credit quality indicator:

($ millions)	December 31, 2021		As % of Total Mortgages		December 31, 2020		As % of Total Mortgages
Mortgages by credit rating:
Insured		4,218		27%		4,008		26%
AAA		—		—%		—		—%
AA		1,640		11%		1,435		9%
A		4,979		32%		4,031		26%
BBB		3,814		25%		4,524		30%
BB and lower		822		5%		1,404		9%
Impaired		12		—%		26		—%
Total mortgages		15,485		100%		15,428		100%

Loan Portfolio

As at December 31, 2021, we held $36.2 billion of loans, compared to $34.5 billion as at December 31, 2020. Private placement loans provide diversification by type of loan, industry segment and borrower credit quality. The private placement loan portfolio consists of senior secured and unsecured loans to large-and mid-market corporate borrowers, securitized lease/loan obligations secured by a variety of assets, and project finance loans in sectors such as power and infrastructure.

The credit risk ratings in the following table were established in accordance with the internal rating process described in this MD&A under the heading J - Risk Management - 9 - Risk Categories - Credit Risk Management Governance and Control. As at December 31, 2021, 94% of our total loan portfolio is investment grade, compared to 93% as at December 31, 2020.

($ millions)	December 31, 2021		As % of Total Loans		December 31, 2020		As % of Total Loans
Loans by credit rating:
AAA		192		1%		212		1%
AA		4,994		14%		4,906		14%
A		14,231		39%		13,183		38%
BBB		14,632		40%		13,758		40%
BB and lower		2,139		6%		2,427		7%
Impaired		19		—%		32		—%
Total loans		36,207		100%		34,518		100%

42 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

The following tables summarize our loans by sector:

($ millions)	December 31, 2021	As % of Total Loans	December 31, 2020	As % of Total Loans
Loans by Sector:
Corporate issued loans	24,852	69%	22,886	66%
Canadian provincial & municipal government	7,041	19%	7,124	21%
U.S. government & agency	2,783	8%	2,962	9%
Other foreign government	1,470	4%	1,481	4%
Canadian federal government	61	—%	65	—%
Total loans	36,207	100%	34,518	100%

Mortgages and Loans Past Due or Impaired

The gross carrying value and allowance for mortgages and loans past due or impaired are presented in the following table.

		December 31, 2021
		Gross carrying value						Allowance for losses
($ millions)		Mortgages		Loans		Total		Mortgages		Loans		Total
Not past due		15,473		36,188		51,661		—		—		—
Past due:
Past due less than 90 days		—		—		—		—		—		—
Past due 90 days or more		—		—		—		—		—		—
Impaired		92		71		163		80		52		132
Total	15,565		36,259		51,824		80		52		132
	December 31, 2020
	Gross carrying value						Allowance for losses
($ millions)	Mortgages		Loans		Total		Mortgages		Loans		Total
Not past due		15,402		34,486		49,888		—		—		—
Past due:
Past due less than 90 days		—		—		—		—		—		—
Past due 90 days or more		—		—		—		—		—		—
Impaired		92		81		173		66		49		115
Total	15,494		34,567		50,061		66		49		115

Our impaired mortgages and loans, net of allowances for losses, were $31 million as at December 31, 2021, compared to $58 million as at December 31, 2020.

5. Derivatives

The fair value of derivative assets held by the Company was $1,583 million, while the fair value of derivative liabilities was $1,392 million as at December 31, 2021, compared to a fair value of derivative assets of $2,160 million and a fair value of derivative liabilities of $1,744 million as at December 31, 2020.

We use derivative instruments to manage risks related to interest rate, equity market and currency fluctuations and in replication strategies to reproduce permissible investments. Our use of derivatives in these risk mitigation strategies does not mitigate all risk exposure; rather, they are used to keep us within our risk tolerance limits.

In addition to the general policies and monitoring, we use a variety of tools in counterparty risk management. Over-the-counter (“OTC”) derivative transactions are executed under International Swaps and Derivatives Association (“ISDA”) Master Agreements. A Credit Support Annex accompanies most of the ISDAs, which establish requirements for collateral.

Derivative Financial Instruments

The values associated with our derivative instruments are presented in the following table. Notional amounts serve as the basis for payments calculated under derivatives contracts and are generally not exchanged.

($ millions)	December 31, 2021		December 31, 2020
Net fair value asset (liability)		191		416
Total notional amount		65,966		62,792
Credit equivalent amount(1)		1,179		904
Risk-weighted credit equivalent amount(1)		28		21

⁽¹⁾ Amounts presented are net of collateral received.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 43

The net fair value of derivatives was an asset of $191 million as at December 31, 2021, compared to an asset of $416 million as at

December 31, 2020. The decrease in net fair value was primarily due to the impact from upward shifts in yield curves, partially offset by the strengthening of the Canadian dollar against the U.S. dollar on foreign exchange contracts.

The total notional amount of our derivatives increased to $66.0 billion as at December 31, 2021 from $62.8 billion as at December 31, 2020. The change in notional amount is mainly attributable to an increase in foreign exchange contracts used for hedging foreign currency assets.

Certain of our derivatives are designated in qualifying hedging relationships for accounting purposes, and represented $1.2 billion, or 1.8% of the total notional amount. Derivatives are designated in hedging relationships for accounting purposes to minimize accounting mismatches. These hedging relationships are documented at inception and hedge effectiveness is assessed on a quarterly basis.

Our derivatives designated in qualifying hedging relationships for accounting purposes include interest rate swaps, foreign exchange agreements, equity forwards and, previously, currency swaps. We designate certain interest rate swaps in fair value hedging relationships to hedge interest rate exposure on AFS assets. We also designate certain foreign exchange agreements in fair value and cash flow hedging relationships to manage foreign currency fluctuations associated with AFS assets. Additionally, we designate certain equity forwards in cash flow hedging relationships for anticipated payments of awards under certain stock-based compensation plans.

Credit Equivalent Amount

As the regulator of the Canadian insurance industry, OSFI provides guidelines to quantify the use of derivatives. The credit equivalent amount, a measure used to approximate the potential credit exposure, is determined as the replacement cost of the derivative contracts with a positive fair value plus an amount representing the potential future credit exposure.

The risk-weighted credit equivalent amount is a measure used to determine the amount of capital necessary to support derivative transactions for certain Canadian regulatory purposes. It is determined by weighting the credit equivalent amount according to the nature of the derivative and the creditworthiness of the counterparties.

	2021				2020
($ millions)	Credit equivalent amount (“CEA”)(1)		Risk   weighted CEA(1)		Credit equivalent   amount (“CEA”)(1)		Risk   weighted CEA(1)
Foreign exchange contracts		1,024		24		787		18
Interest rate contracts		90		2		86		2
Equity and other contracts		65		2		31		1
Total		1,179		28		904		21

⁽¹⁾ Amounts presented are net of collateral received.

Credit Default Swaps By Underlying Financial Instrument Credit Rating

Credit default swaps (“CDS”) are derivative contracts that transfer credit risk related to an underlying referenced financial instrument from one counterparty to another. The purchaser receives protection against the decline in the value of the referenced financial instrument as a result of specified credit events such as default or bankruptcy. The Company sells credit protection through CDS to replicate credit exposure of an underlying reference security and enhance investment returns. The credit risk ratings of the underlying reference securities for single name contracts were established in accordance with the internal rating process described in section J - Risk Management - 9 - Risk Categories - Credit Risk Management Governance and Control.

The following table provides a summary of the credit default swap protection sold by credit rating of the underlying reference security.

	2021				2020
($ millions)	Notional amount		Fair value		Notional amount		Fair value
Single name credit default swap contracts
AA		38		1		38		1
A		347		4		325		4
BBB		431		9		530		12
BB		19		—		19		—
Total single name credit default swap contracts		835		14		912		17
Credit default swap index contracts		—		—		—		—
Total credit default swap contracts sold		835		14		912		17

Additional detail on our derivative portfolio by derivative type is provided in Note 6.A.iv of our 2021 Annual Consolidated Financial Statements.

44 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

6. Investment Properties

Office, retail and industrial properties are the major components of our investment properties portfolio, representing approximately 75% as at December 31, 2021. The increase in our investment property portfolio is predominantly driven by net purchases, partially offset by market appraisal losses and foreign exchange translation in the year.

Investment Properties by Type and Geography

	December 31, 2021
($ millions)	Office			Industrial			Retail			Multi-family residential			Other			Total			% of Total by Geography
Canada		1,784			2,481			971			1,396			750			7,382			81	%
United States		665			600			260			73			66			1,664			18	%
Europe		19			20			24			—			—			63			1	%
Total		2,468			3,101			1,255			1,469			816			9,109			100	%
% of Total by Type		27	%		34	%		14	%		16	%		9	%		100	%
	December 31, 2020
($ millions)	Office			Industrial			Retail			Multi-family residential			Other			Total			% of Total by Geography
Canada		1,792			1,726			912			1,004			646			6,080			81	%
United States		768			269			237			67			30			1,371			18	%
Europe		22			13			28			—			2			65			1	%
Total		2,582			2,008			1,177			1,071			678			7,516			100	%
% of Total by Type		34	%		27	%		16	%		14	%		9	%		100	%

7. Impaired Assets

Financial assets that are classified as FVTPL, which represented 48% of our invested assets as at December 31, 2021, do not have allowances for losses since changes in the fair value of these assets are recorded to income and the assets are recorded at fair value in our 2021 Annual Consolidated Financial Statements. In the event of default, if the amounts recovered are insufficient to satisfy the related insurance contract liability cash flows that the assets are intended to support, credit exposure may be greater than the carrying value of the asset.

In the absence of objective evidence of impairment, impairment losses are not recognized on AFS debt securities, equity securities and other invested assets. If the cost of these assets is greater than their fair values, unrealized losses are recognized in other comprehensive income (loss). Unrealized losses may be due to interest rate fluctuations or depressed fair values in sectors which have experienced strong negative market performance. Additional detail on our impairment policy is provided in Note 1.iii of our 2021 Annual Consolidated Financial Statements.

8. Asset Default Provision

We make provisions for possible future credit events in the determination of our insurance contract liabilities. The amount of the provision for asset default included in insurance contract liabilities is based on possible reductions in future investment yields that vary by factors such as type of asset, asset credit quality (rating), duration and country of origin. To the extent that an asset is written off, or disposed of, any amounts that were set aside in our insurance contract liabilities for possible future asset defaults in respect of that asset are released.

Our asset default provision reflects the provision relating to future credit events for fixed income assets currently held by the Company that support our insurance contract liabilities. Our asset default provision as at December 31, 2021 was $2,992 million for losses related to possible future credit events for fixed income assets currently held by the Company that support our insurance contract liabilities. This represents 2.4% of the fixed income assets supporting insurance contract liabilities reported on our Consolidated Statements of Financial Position as at December 31, 2021.

Our asset default provision as at December 31, 2021 was $135 million or 5% lower than the provision as at December 31, 2020 of $3,127 million, primarily due to the release of provisions on fixed income assets supporting our insurance contract liabilities, changes in ratings and foreign exchange translation, partially offset by increases in the provisions for assets purchased net of dispositions.

A one-notch downgrade of 25% of our fixed income investment portfolio⁽¹⁾ would result in an increase in insurance contract liabilities from the changes in ratings of $125 million post-tax and a decrease to our common shareholders’ net income. This excludes the impact from the release of best estimate credit provision and fixed income investments not impacting shareholders net income, for example assets supporting participating policyholders. Of this total amount, approximately 60% related to our BBB portfolio.

⁽¹⁾ Excluding federal and provincial securities, asset-backed securities, mortgage-backed securities, and CMHC mortgages.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.        Annual Report 2021 45

The following table sets out the changes in our asset default provision for existing fixed income investments.

($ millions)	2021			2020
Opening balance		3,127			2,637
Purchases, dispositions and net asset movement(1)		251			690
Changes in assumptions and methodologies		—			—
Changes in ratings		(25	)		170
Release of provisions(2)		(339	)		(323	)
Currency		(22	)		(47	)
Closing balance		2,992			3,127

⁽¹⁾ Net movement reflects the fluctuation in the value of FVTPL assets arising from movements in interest rates, credit spreads and other factors that impact the market value of fixed income investments.

⁽²⁾ This amount represents the orderly release of provisions for future credit events held in insurance contract liabilities.

 I.  Capital and Liquidity Management

Capital and liquidity management is core to our business as an insurance company. We ensure adequate capital for the protection of our policyholders, Clients and creditors, while managing capital adequacy and allocation across our businesses for the benefit of our shareholders. In addition, we maintain strong financial flexibility by ensuring that sufficient liquid assets are available to cover our anticipated payment obligations and funding requirements. We invest in various types of assets with a view to matching them with liabilities of various durations.

The regulatory environments in which we operate are expected to evolve as governments and regulators work to develop the appropriate level of financial regulation required to ensure that capital, liquidity and risk management practices are sufficient to withstand severe economic downturns.

1. Capital

We have a capital risk policy designed to maintain a strong capital position and to provide the flexibility necessary to take advantage of growth opportunities, to support the risk associated with our businesses and to optimize shareholder return. Our capital risk policy is also intended to provide an appropriate level of risk management over capital adequacy risk, which is defined as the risk that capital is not or will not be sufficient to withstand adverse economic conditions, to maintain financial strength, or to allow the Company and its subsidiaries to take advantage of opportunities for expansion. Our capital base is structured to exceed minimum regulatory and internal capital targets and to maintain strong credit and financial strength ratings, while maintaining a capital-efficient structure. Capital is managed both on a consolidated basis under principles that consider all the risks associated with the business as well as at the business group level under the principles appropriate to the jurisdictions in which we operate. The capital of our foreign subsidiaries is managed on a local statutory basis in a manner commensurate with their individual risk profiles.

Sun Life, including all of its business groups, engages in a capital planning process annually in which capital deployment options, capital raising and dividend recommendations are presented to the Board of Directors (“Board”). Capital reviews are regularly conducted which consider the potential impacts under various business, interest rate and equity market scenarios. Relevant components of these capital reviews, including dividend recommendations, are presented to the Risk Committee on a quarterly basis. The Board is responsible for the approval of our annual capital plan and quarterly shareholder dividends.

The Company’s capital risk policy establishes policies, operating guidelines and procedures that govern the management of capital. The capital risk policy is reviewed annually by the Risk Committee and any changes are approved by the Board. Our Corporate Capital & Treasury and Risk Management functions are responsible for the development and implementation of the capital risk policy.

The Company’s capital base consists mainly of common shareholders’ equity. Other sources of capital include preferred shares and other equity instruments, non-controlling interests, participating policyholders’ equity, subordinated debt issued by SLF Inc. and Sun Life Assurance, and certain other capital securities that qualify as regulatory capital. For Canadian regulatory purposes, our capital also includes innovative capital instruments issued by Sun Life Capital Trust.

46 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

The following table summarizes the sources of our capital and our capital position over the past two years. Notes 13, 14, 15 and 21 of our 2021 Annual Consolidated Financial Statements include additional details on our capital.

($ millions)	2021			2020
Subordinated debt(1)		6,425			4,781
Innovative capital instruments(2)		200			200
Equity
Preferred shares and other equity instruments		2,239			2,257
Common shareholders’ equity(3)		24,075			22,212
Participating policyholders’ equity		1,700			1,368
Non-controlling interests’ equity		59			25
Total equity		28,073			25,862
Total capital(1)		34,698			30,843
Financial leverage ratio(1)(4)		25.5	%		23.5	%

⁽¹⁾ Includes $2.0 billion of proceeds from the subordinated debt offerings completed in November 2021, of which $1.5 billion is subject to contractual terms requiring us to redeem the underlying securities, in full, if the closing of the DentaQuest acquisition does not occur. These amounts will not qualify as LICAT capital until the acquisition closes.

⁽²⁾ Innovative capital instruments are presented net of associated transaction costs and consist of SLEECS, which were issued by Sun Life Capital Trust. SLEECS qualify as capital for Canadian regulatory purposes. However, under IFRS they are reported as Senior debentures in our Annual and Interim Consolidated Financial Statements.

⁽³⁾ Common shareholders’ equity is equal to Total shareholders’ equity less Preferred shares and other equity instruments.

⁽⁴⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

Our total capital consists of subordinated debt and other capital instruments, participating policyholders’ equity, non-controlling interests and total shareholders’ equity, which includes common shareholders’ equity, preferred shares and other equity instruments.

Common shareholders’ equity was $24.1 billion as at December 31, 2021, compared with $22.2 billion as at December 31, 2020. The increase of $1.9 billion was due to common shareholders’ net income and other comprehensive income, partially offset by dividends.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 47

The table below provides the earliest par call and maturity dates for our subordinated debt, innovative capital instruments, preferred shares and other equity instruments outstanding as at December 31, 2021.

Description	Interest Rate		Earliest Par Call Date/ Redemption Date(1)	Maturity		Principal/ Face Amount   ($ millions)
Subordinated Debt Issued by Sun Life Assurance
6.30% Debentures, Series 2		6.30%	n/a		2028		150
Subordinated Debt Issued by SLF Inc.
Series 2007-1		5.40%	May 29, 2037		2042		400
Series 2016-2		3.05%	September 19, 2023		2028		1,000
Series 2017-1		2.75%	November 23, 2022		2027		400
Series 2019-1		2.38%	August 13, 2024		2029		750
Series 2020-1		2.58%	May 10, 2027		2032		1,000
Series 2020-2		2.06%	October 1, 2030		2035		750
Series 2021-1		2.46%	November 18, 2026		2031		500
Series 2021-2		2.80%	November 21, 2028		2033		1,000
Series 2021-3		3.15%	November 18, 2031		2036		500
Trust Units Issued by Sun Life Capital Trust
SLEECS - Series B		7.09%	June 30, 2032		Perpetual		200
Class A Preferred Shares and Other Equity Instruments Issued by SLF Inc.
Series 3		4.45%	Any time		Perpetual		250
Series 4		4.45%	Any time		Perpetual		300
Series 5		4.50%	Any time		Perpetual		250
Series 8R(2)		1.825%	June 30, 2025		Perpetual		155
Series 9QR(3)		Floating	June 30, 2025(5)		Perpetual		125
Series 10R(2)		2.967%	September 30, 2021		Perpetual		171
Series 11QR(4)		Floating	September 30, 2021(5)		Perpetual		29
Series 2021-1 - LRCN(6)		3.600%	June 30, 2026		2081		1,000

⁽¹⁾ The earliest date on which the Company has the option, but not the obligation, to call securities for redemption at their par value. Redemption of these securities is subject to regulatory approval.

⁽²⁾ On the earliest redemption date and every five years thereafter, the dividend rate will reset to an annual rate equal to the 5-year Government of Canada bond yield plus a spread specified for each series. The specified spread for Class A shares is: Series 8R - 1.41% and Series 10R - 2.17%. On the earliest redemption date and every five years thereafter, holders will have the right, at their option, to convert their shares into the series that is one number higher than their existing series.

⁽³⁾ Holders of Series 9QR Shares will be entitled to receive quarterly floating rate non-cumulative dividends at an annual rate equal to the then 3-month Government of Canada treasury bill yield plus 1.41%. Holders of the Series 9QR Shares will have the right, at their option, to convert their Series 9QR Shares into Series 8R Shares on June 30, 2025, and on June 30 every five years thereafter.

⁽⁴⁾ Holders of Series 11QR Shares will be entitled to receive quarterly floating rate non-cumulative dividends at an annual rate equal to the then 3-month Government of Canada treasury bill yield plus 2.17%. Holders of the Series 11QR Shares will have the right, at their option, to convert their Series 11QR Shares into Series 10R Shares on September 30, 2021, and on September 30 every five years thereafter.

⁽⁵⁾ Redeemable on the redemption date and every five years thereafter, in whole or in part, at par, and on any other date at $25.50 per share.

⁽⁶⁾ Series 2021-1 Notes bear interest at a fixed rate of 3.60% payable semi-annually until June 30, 2026. On June 30, 2026, and every five years thereafter until June 30, 2076, the interest rate on the Series 2-21-1 Notes will be reset at an interest rate equal to the five-year Government of Canada yield, as defined in the prospectus, plus 2.604%. In case of non-payment of interest on or principal of the Series 2021-1 Notes when due, the recourse of each noteholder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets. For more information about the LRCN, see Note 15.B of the 2021 Annual Consolidated Financial Statements.

48 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

The following table shows the number of common shares and stock options outstanding of SLF Inc. for the last two years.

Number of Common Shares Outstanding
(in millions)	2021			2020
Balance, beginning of year		585.1			587.8
Stock options exercised		0.9			0.8
Common shares repurchased and cancelled		—			(3.5	)
Balance, end of year		586.0			585.1
Number of Stock Options Outstanding
(in millions)	2021			2020
Balance, beginning of year		3.2			3.1
Options issued		0.8			0.7
Options exercised, forfeited or expired		(0.9	)		(0.6	)
Balance, end of year		3.0			3.2

Under our Canadian Dividend Reinvestment and Share Purchase Plan (“DRIP”), Canadian-resident common and preferred shareholders may choose to have their dividends automatically reinvested in common shares of SLF Inc. and may also purchase common shares through our DRIP with cash. For dividend reinvestments, we may, at our option, issue common shares of SLF Inc. from treasury at a discount of up to 5% to the volume-weighted average trading price or direct that common shares be purchased on behalf of participants on the open market through the TSX and alternative Canadian trading platforms (collectively, the “Exchanges”) at the market price. Common shares of SLF Inc. acquired by participants through optional cash purchases may also be issued from treasury or purchased through the Exchanges at SLF Inc.’s option, in either case at no discount. Commencing with the dividends payable on March 31, 2016 and until further notice, common shares purchased under the Plan were purchased on the open market. There are no applicable discounts because the common shares are being purchased on the open market and are not being issued from treasury.

SLF Inc. grants stock options to certain employees. These options are granted at the closing price of SLF Inc.’s common shares on the TSX on the grant date.

As at January 28, 2022, SLF Inc. had 586,046,796 common shares, 2,981,710 options to acquire SLF Inc. common shares and 52,200,000 Class A Shares outstanding.

2. Capital Adequacy

OSFI has indicated that it will review the effectiveness of the LICAT guideline and update it to keep abreast of development in the life insurance industry and evolving risk measurement and management practices.

SLF Inc.

SLF Inc. is a non-operating insurance company and was subject to OSFI’s LICAT guideline as at December 31, 2021. In accordance with this guideline, SLF Inc. manages its capital in a manner commensurate with its risk profile and control environment, and SLF Inc.’s regulated subsidiaries comply with the capital adequacy requirements imposed in the jurisdictions in which they operate. SLF Inc.’s consolidated capital position is above its internal target. As at December 31, 2021, SLF Inc.’s LICAT ratio was 145%. For additional information, refer to section F - Financial Strength in this document.

Sun Life Assurance

Sun Life Assurance, SLF Inc.’s principal operating life insurance subsidiary in Canada, was subject to OSFI’s LICAT guideline as at December 31, 2021. With a LICAT ratio of 124% as at December 31, 2021, Sun Life Assurance’s capital ratio is well above OSFI’s supervisory ratio of 100% and regulatory minimum ratio of 90%. The LICAT guideline uses a risk-based approach for measuring specific life insurer risks and for aggregating the results to calculate the amount of a life insurer’s regulatory required capital to support these risks. Certain of these risk components, along with available capital, are sensitive to changes in equity markets and interest rates as outlined in the section J - Risk Management of this document. For additional information, refer to section F - Financial Strength in this document.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 49

The following table shows the components of Sun Life Assurance’s LICAT ratio for 2021 and 2020.

Sun Life Assurance LICAT Ratio

($ millions)	2021			2020
Capital resources
Retained earnings and contributed surplus		15,934			14,630
Adjusted accumulated other comprehensive income		811			1,397
Common and preferred shares		7,285			5,945
Innovative capital instruments and subordinated debt		350			350
Other		252			229
Less:
Goodwill		2,370			2,393
Non-life investments and other		2,826			2,350
Available capital		19,436			17,808
Surplus allowance and eligible deposits		10,383			10,575
Total Capital resources		29,819			28,383
Capital requirements
Credit, market and insurance risks		24,292			22,353
Less: Diversification and other credits		4,446			4,106
Segregated fund guarantee risk		872			904
Operational risk		2,101			2,054
Total before scalar		22,819			21,205
Base solvency buffer (Total before scalar x 1.05)		23,960			22,265
LICAT ratio		124	%		127	%

Foreign Life Insurance Companies

Foreign subsidiaries and foreign operations of SLF Inc. must comply with local capital or solvency requirements in the jurisdictions in which they operate. Our operations maintained capital levels above the minimum local regulatory requirements during 2021 and 2020. Additional information on capital and regulatory requirements for our foreign subsidiaries and foreign operations is provided in SLF Inc.’s AIF under the heading Regulatory Matters.

As at December 31, 2021, we have two internal reinsurance arrangements with affiliated reinsurance companies, in Delaware and Michigan, relating to our closed block of individual universal life insurance products with no-lapse guarantee benefits issued in the U.S. The Delaware reinsurance structure was established in 2013 and finances excess U.S. statutory reserves for certain universal life policies issued between January 2000 and February 2006. The financing of U.S. statutory reserve requirements in excess of those required under IFRS for the Delaware reinsurance company is supported by a guarantee from SLF Inc. The Michigan reinsurance structure was established in 2007 for certain policies issued between March 2006 and December 2008. The entity was redomesticated from Vermont to Michigan in 2020. Under the Michigan reinsurance structure, the related excess U.S. statutory reserve requirements are similarly supported by a guarantee from SLF Inc.

3. Shareholder Dividends

The declaration, amount and payment of dividends by SLF Inc. is subject to the approval of our Board and is dependent on our results of operations, our reported net income, financial condition, cash requirements and contractual restrictions. Capital management activities, as well as regulatory considerations and macro-economic factors including the economic outlook for the jurisdictions in which we do business, are also considered along with other factors. The Board reviews the level of dividends on a quarterly basis.

A regular and appropriate level of dividend payout and growth provides a stable source of return to common shareholders.

We target an underlying dividend payout ratio of between 40% and 50% based on underlying EPS.

During 2021, our dividend payout ratio to common shareholders based on our reported EPS was 35% and on an underlying EPS basis was 38%.

Total common shareholder dividends declared in 2021 were $2.310 per share, compared to $2.200 in 2020.

On March 13, 2020, OSFI set the expectation for all federally regulated financial institutions that dividend increases and share buybacks should be halted. On November 4, 2021, OSFI lifted this restriction on the basis that these restrictions were no longer considered necessary.

50 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Dividends declared

Amount per share	2021		2020		2019
Common shares		2.310		2.200		2.100
Class A preferred shares
Series 1(1)		0.890625		1.187500		1.187500
Series 2(1)		0.900000		1.200000		1.200000
Series 3		1.112500		1.112500		1.112500
Series 4		1.112500		1.112500		1.112500
Series 5		1.125000		1.125000		1.125000
Series 8R(2)(3)		0.456250		0.512500		0.568800
Series 9QR(4)		0.382421		0.583985		0.772500
Series 10R(2)(5)		0.718313		0.710500		0.710500
Series 11QR(6)		0.572421		0.774505		0.962500
Series 12R(7)		0.951500		0.951500		0.951500

⁽¹⁾ Series 1 and 2 Shares were redeemed on September 30, 2021.

⁽²⁾ On the earliest redemption date and every five years thereafter, the dividend rate will reset to an annual rate equal to the 5-year Government of Canada bond yield plus a yield specified for each series. The specified yield for Class A shares is: Series 8R - 1.41% and Series 10R - 2.17%. On the earliest redemption date and every five years thereafter, holders will have the right, at their option, to convert their shares into the series that is one number higher than their existing series.

⁽³⁾ The dividend rate was reset on June 30, 2020 to a fixed annual dividend rate of 1.825% until the earliest redemption date June 30, 2025.

⁽⁴⁾ Holders of the Series 9QR Shares are entitled to receive quarterly floating rate non-cumulative dividends at an annual rate equal to the then 3-month Government of Canada treasury bill yield plus 1.41%. Holders of the Series 9QR Shares will have the right, at their option, to convert their Series 9QR Shares into Series 8R Shares on June 30, 2025 and on June 30 every five years thereafter.

⁽⁵⁾ The dividend rate was reset on September 30, 2021 to a fixed annual dividend rate of 2.967% until the earliest redemption date September 30, 2026.

⁽⁶⁾ Holders of the Series 11QR Shares are entitled to receive quarterly floating rate non-cumulative dividends at an annual rate equal to the then 3-month Government of Canada treasury bill yield plus 2.17%. Holders of the Series 11QR Shares will have the right, at their option, to convert their Series 11QR Shares into Series 10R Shares on September 30, 2026 and on September 30 every five years thereafter.

⁽⁷⁾ The dividend rate was reset on December 31, 2016 to a fixed annual dividend rate of 3.806% until the earliest redemption date December 31, 2021. Series 12R Shares were redeemed on December 31, 2021.

4. Principal Sources and Uses of Funds

Our primary source of funds is cash provided by operating activities, including premiums, investment management fees and net investment income. These funds are used primarily to pay policy benefits, dividends to policyholders, claims, commissions, operating expenses, interest expenses and shareholder dividends. Excess cash flows generated from operating activities are generally invested to support future payment requirements. We also raise funds from time to time, through borrowing and issuing of securities, to finance growth, acquisitions or other needs.

As at December 31, 2021, we maintained net cash, cash equivalents and short-term securities totaling $12.1 billion. In addition to providing for near-term funding commitments, cash, cash equivalents and short-term securities include amounts that support short-term payment obligations.

Net cash, cash equivalents and short-term securities decreased by $1.4 billion in 2021 compared to 2020. The table below outlines our principal sources and uses of cash.

($ millions)	2021			2020
Net cash and cash equivalents, beginning of period		10,648			6,685
Cash flows provided by (used in):
Operating activities		(1,857	)		7,253
Investing activities		(803	)		(886	)
Financing activities		(260	)		(2,312	)
Changes due to fluctuations in exchange rates		(35	)		(92	)
Increase (decrease) in cash and cash equivalents		(2,955	)		3,963
Net cash and cash equivalents, end of period		7,693			10,648
Short-term securities, end of period		4,452			2,873
Net cash, cash equivalents and short-term securities, end of period		12,145			13,521

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 51

5. Liquidity

We generally maintain an overall asset liquidity profile that exceeds requirements to fund insurance contract liabilities under prescribed adverse liability demand scenarios. To strengthen our liquidity further, we actively manage and monitor our:

· Capital levels

· Asset levels

· Matching position

· Diversification and credit quality of investments

· Cash forecasts and actual amounts against established targets

We are subject to various regulations in the jurisdictions in which we operate. The ability of SLF Inc.’s subsidiaries to pay dividends and transfer funds is regulated in certain jurisdictions and may require local regulatory approvals and the satisfaction of specific conditions in certain circumstances. Through effective cash management and capital planning, SLF Inc. ensures that its subsidiaries, as a whole and on a stand-alone basis, are properly funded and maintain adequate liquidity to meet obligations, both individually and in aggregate.

SLF Inc. and its wholly-owned holding companies had $4.7 billion in cash and other liquid assets⁽¹⁾⁽²⁾ as at December 31, 2021. See section F - Financial Strength in this document for more information.

We maintain various credit facilities for general corporate purposes, as set out in the table below. Unless otherwise noted, all amounts are in Canadian dollars.

($ millions)		December 31, 2021								December 31, 2020
Credit Facility		Amount			Utilized		Expiry			Amount			Utilized		Expiry
Committed	US	$	400	US	$	12		2025	US	$	400	US	$	12		2022
Committed	US	$	1,000	US	$	349		2023	US	$	1,000	US	$	266		2021
Uncommitted	US	$	100	US	$	—		n/a	US	$	100	US	$	—		n/a
Uncommitted		$	225		$	81		n/a		$	228		$	97		n/a
Uncommitted	US	$	25	US	$	7		n/a	US	$	25	US	$	7		n/a

The agreements relating to our committed credit facilities contain typical covenants for investment grade companies regarding solvency, credit ratings and financial strength, all of which were met as at December 31, 2021. These covenants include, but are not limited to, the maintenance of total equity by SLF Inc. of at least $12 billion, tested as of the last day of each fiscal quarter. SLF Inc.’s total equity was $28.1 billion as at December 31, 2021.

Our failure to comply with the covenants under the committed credit facility would, subject to grace periods in the case of certain covenants, result in an event of default. This could require us to repay any outstanding borrowings or to cash collateralize letters of credit under the facility. A failure by SLF Inc. (or any of its subsidiaries) to pay an obligation due for an amount exceeding $250 million would also result in an event of default under the committed credit facility described above.

Based on our historical cash flows and liquidity management processes, we believe that the cash flows from our operating activities will continue to provide sufficient liquidity for us to satisfy debt service obligations and to pay other expenses as they fall due.

⁽¹⁾ This is a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽²⁾ Includes $2.0 billion of proceeds from the subordinated debt offerings completed in November 2021, of which $1.5 billion is subject to contractual terms requiring us to redeem the underlying securities, in full, if the closing of the DentaQuest acquisition does not occur. These amounts will not qualify as LICAT capital until the acquisition closes.

52 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

 J. Risk Management

1. Risk Management Framework

The Company has an established Risk Management Framework (“Risk Framework”) approved by the Board that prescribes a comprehensive set of protocols and programs that need to be followed in conducting business activities. The risks that arise when providing products and services to Clients, which are in line with our Purpose to help our Clients achieve lifetime financial security and live healthier lives, are managed within these protocols and programs. Effective risk management is critical to the overall profitability, competitive market positioning and long-term financial viability of the Company. While all risks cannot necessarily be eliminated or known with certainty, the Risk Framework seeks to ensure that risks to a business undertaking are appropriately managed to achieve the Company’s business objectives over time and are not expected to exceed pre-established boundaries for risk taking. The Risk Framework, corporate strategy and business objectives are all aligned and risk management protocols and programs are embedded within every business segment.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 53

2. Risk Governance and Accountabilities

Our Risk Framework sets out lines of responsibility and authority for risk-taking, governance and control. These governance requirements are summarized below.

Board of Directors

The Board is responsible for ensuring the governance of all risks across the enterprise and has primary responsibility for taking action to ensure risk management policies, programs and practices are in place. By approving our Risk Framework and the Risk Appetite Policy and providing ongoing oversight of the risk management programs, the Board monitors that significant risks are appropriately identified and managed. The Board oversees business and strategic risk through review and approval of the business and strategic plans, and regularly discusses key themes, issues and risks emerging in connection with the design or implementation of these plans.

The Risk Committee is a standing committee of the Board whose primary functions are to assist the Board with oversight of the management of current and emerging risks enterprise-wide, and of the risk management function to ensure that management has in place programs, policies, processes and controls designed to identify and effectively manage the significant risks to which the Company is exposed and has sufficient capital to underpin those risks. It reviews and approves all risk management policies and reviews compliance with those policies. In addition, where the Board has delegated risk oversight to other committees of the Board (“Board Committees”), the Risk Committee provides the Board with an integrated view of oversight of risk management across all Board committees. The Risk Committee regularly monitors the Company’s risk profile to ensure it is within the agreed risk appetite and that the Company’s capital position exceeds regulatory capital requirements, monitors and recommends to the Board for approval, the specific risk limits allocated to the businesses and the annual Capital Plan. The Risk Committee also oversees risk management activities of our subsidiaries and risks posed to the Company through its joint ventures.

The Governance, Investment & Conduct Review Committee (“GICRC”) of the Board is responsible for assisting the Board in developing effective corporate governance guidelines and processes, including processes to assess the effectiveness of the Board and its Committees. It reviews and monitors the Company’s Investment Plan and investment performance and oversees investment practices, procedures and controls related to the management of the general fund investment portfolio. It assists the Board with its oversight over the Corporation’s sustainability reporting and Sustainability Plan. In addition, the GICRC meets with the senior business and functional leaders who have first-line responsibility for compliance and compliance management programs, oversees the effectiveness of the second-line compliance function, oversees compliance with legal and regulatory requirements and the identification and management of compliance risk, and oversees the development of policies and processes to sustain ethical behaviour.

The Audit Committee of the Board is responsible for assisting the Board in overseeing the integrity of financial statements and related information provided to shareholders and other stakeholders, compliance with financial regulatory requirements, adequacy and effectiveness of the internal controls implemented and maintained by management, and assessing the qualifications, independence and performance of the external auditor.

The Management Resources Committee of the Board is responsible for assisting the Board with oversight of succession planning for senior executive positions and programs to effectively attract, retain, develop and reward employees. It provides guidance to management on advancing the talent

54 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

agenda to achieve strategic objectives and foster Sun Life’s culture. The Management Resources Committee reviews incentive designs and governance of material incentive programs against alignment with business objectives and avoiding excessive risk taking. It reviews the implications of key enterprise risks, including human resources risks pertaining to compensation design and human resources practices. In addition, the Management Resources Committee reviews compensation matters, including the remuneration of executives who have a material impact on the risk exposure of the Company.

Senior Management Committees

The Executive Risk Committee (“ERC”) provides executive management oversight of the Company’s enterprise risk management activities. This includes the review and articulation of the risk appetite, review that the risk profile is within the agreed risk appetite and policies, processes and controls are in place to identify and effectively manage the significant risks in accordance with the risk appetite and the overall objective of promoting a balanced business and product model to achieve agreed upon risk-adjusted returns and allocate capital accordingly.

The Investment & Credit Risk Committee is responsible for reviewing matters related to the management of the Company’s general fund assets which includes providing oversight and direction on the current and potential credit and investment risk exposures facing the Company and mitigating strategies to ensure that effective credit risk management practices and controls are in place.

The Corporate Asset Liability Management Committee is responsible for providing executive oversight and direction for the effective measurement, control and management of the market and liquidity risks in the design and operation of general fund investment strategies for efficiently discharging the Company’s general fund liabilities.

The Operational Risk & Compliance Committee is responsible for providing oversight of the Company’s operational and compliance risk management practices, current and emerging operational risk exposures, and the processes to ensure ongoing identification of significant operational and compliance risks facing the Company.

The Insurance Risk Committee is responsible for providing oversight and direction on insurance risk exposures facing the Company and to ensure that effective insurance risk management practices and controls are in place. This includes reviewing the current and projected insurance risk profile against limits; engaging in review of topical insurance, reinsurance and underwriting risk issues; and reviewing and recommending changes to the insurance risk measurement methodology to the ERC.

Accountabilities

Primary accountability for risk management is delegated by the Board to our Chief Executive Officer (“CEO”), and the CEO further delegates responsibilities throughout the Company through management authorities and responsibilities. The CEO delegates accountability for the various classes of risk management to our executive officers, who are accountable for ensuring that the management of risks in the scope of their business accountability is in accordance with the Board-approved Risk Framework, Risk Appetite Policy and risk management policies.

3. Risk Universe

As a large financial services organization operating in a complex industry, the Company encounters a variety of risks and uncertainties. We face risks in formulating our business strategy and business objectives, in carrying on our business activities in the pursuit of our strategy and objectives, and from external factors such as changes in the economic, political, competitive, regulatory and environmental landscapes. We are subject to financial and insurance risks that are connected to our liabilities and with the management and performance of our assets, including how we match returns from assets with the payment of liabilities to our Clients. Each of these risks is also considered from the perspective of different types of uncertainties under which either the outcomes and/or their probabilities of occurrence are unknown. The Risk Framework covers all risks and these have been grouped into six major categories: credit, market, insurance, business and strategic, operational and liquidity risks. The Risk Framework sets out the key risk management processes in the areas of risk: appetite, identification, measurement, management, monitoring and reporting. The Risk Framework sets out both qualitative and quantitative measures and processes to control the risk the Company will bear in respect of each of these categories of risk and in aggregate.

4. Risk Appetite

Our Risk Appetite Policy defines the amount and type of risk we are willing to accept in pursuit of our business objectives, and is approved by the Board. It is forward-looking and our strategic plan, capital plan, business plan and business objectives are established within its boundaries.

The Company’s risk appetite seeks to balance the various needs, expectations, risk and reward perspectives and investment horizons of key stakeholders. In particular, our risk appetite supports the pursuit of shareholder value while ensuring that the Company’s ability to pay claims and fulfill policyholder commitments is not compromised.

The Company’s risk appetite is the primary mechanism to operationalize its risk philosophy and the boundaries of permissible risk-taking across the enterprise. It ensures that business activities are assessed against performance criteria that are appropriately risk-adjusted. Our risk appetite supports the objective of maintaining adequate capital, managing return on equity, managing earnings volatility, managing operational risk and managing liquidity. To accomplish this, our risk appetite includes a wide array of qualitative and quantitative standards that reflect the Company’s overall risk management principles and values.

We generally accept diversifiable risks and utilize risk pooling to create portfolios with relatively low liability volatility. We take risk where we have internal expertise such as actuarial, underwriting, claims management, investment or distribution or where reinsurance partners are able to supplement our internal expertise. We prefer risks where it is possible to diversify across various segments including products, geographies, distribution channels or asset classes in order to maximize diversification opportunities.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 55

Our Risk Appetite Policy sets out specific constraints which define the aggregate level of risk that the Company is willing to accept. We translate our risk appetite constraints into specific risk limits by risk class and business segment. Our risk profile is measured, managed and monitored regularly to ensure that we operate within our risk appetite. Our risk appetite limits are reviewed periodically to reflect the risks and opportunities inherent in our evolving business strategies and operating environment.

5. Risk Management Policies

In order to support the effective communication, implementation and governance of our Risk Framework, we have codified our processes and operational requirements in a comprehensive series of risk management policies and operating guidelines. These policies and guidelines promote the application of a consistent approach to managing risk exposures across our global business platform. The Board and Board Committees regularly review and approve significant changes to the risk management policies and regularly review management’s reporting and attestation on compliance to these policies.

6. Risk Management Process

The risk management process as set out in our Risk Framework is described below:

Risk Identification and Measurement

All business segments employ a common approach to identify and measure risks. Business segments have accountability for identifying and managing risks facing their business. We have a process to identify and monitor emerging risks that may have a material impact on our finances, operations or reputation. We evaluate potential correlations and inter-connections between various risk events and categories, and monitor emerging risks, regulatory and rating agency requirements, and industry developments.

Risk measurement involves determining and evaluating potential risk exposures, and includes a number of techniques such as monitoring key risk indicators, assessing probability and severity of risks, and conducting stress testing.

A robust stress testing program is an essential component of the Company’s Risk Framework used to measure, monitor and mitigate the Company’s risk exposures and to ensure ongoing capital adequacy under plausible stress events. Stress testing is performed on key metrics such as earnings, regulatory capital ratios and liquidity to identify and monitor potential vulnerabilities to key risk drivers and ensure that the Company is operating within its risk appetite.

We develop and test a range of scenarios based on our internal assessment and regulatory guidance. Sensitivity testing is conducted on a regular basis and measures the earnings and regulatory capital impact from changes in underlying risk factors. Sensitivity testing is performed for individual risks and for consolidated risk exposures at different levels of stress and at various levels of aggregation. Scenario testing involves changes to a number of risk factors to assess the impact of and interaction between these risk factors. These scenarios include integrated scenario testing, reverse scenario testing and key assumption sensitivity testing. We also use the Financial Condition Testing (“FCT”) process, as prescribed by the Canadian Institute of Actuaries, to satisfy requirements under the Canadian insurance Company Act, and OSFI regulations, to annually stress test capital.

Risk Management, Monitoring and Reporting

Risk management decisions are formed by evaluating whether the assessed risk for a business activity aligns to our risk appetite and meets the objective of risk-adjusted return.

Monitoring processes include oversight by the Board, which is exercised through Board Committees and senior management committees described in the Risk Governance and Accountabilities section in this document.

Senior management committees, Board Committees and the Board regularly review reports that summarize our risk profile against the Board approved risk appetite, including the exposures across our principal risks, any changes in risk trends, forward-looking view of risks and emerging risks. These committees also review the effectiveness of the risk management strategies presented in the reports. On a regular basis, the Board and the Board Committees review and approve any significant changes to key policies for the management of risk and review compliance with these policies.

7. Three Lines of Defence

The Company has adopted the Three Lines of Defence (“LOD”) model to provide a consistent, transparent and clearly documented allocation of accountability and segregation of functional responsibilities. This segregation of responsibility helps to establish a robust control framework that promotes transparent and independent challenge of all risk taking activities, and that encourages all functions to engage in self-critical examination to foster continuous improvement of the management of risk in our business.

The first line of defence is represented by the business segment management who own the risks that are intrinsic to the business and have the primary responsibility to identify, measure, manage, monitor and report these risks. Some of the first LOD risk related responsibilities include:

· Identification of key and emerging risks;

· Manage, measure, monitor and report on risk within their business operations;

· Accountability for business results and the risks taken to achieve those results; and

· Operating within risk appetite and according to risk management policies.

The second line of defence includes the Chief Risk Officer (“CRO”) and various functional heads who are responsible for providing independent oversight of our Company-wide risk management programs. The CRO is responsible for developing our Risk Framework and Risk Appetite Policy, and for overseeing the development and implementation of risk management strategies aimed at optimizing the risk-return profile of the Company. The

56 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

CRO is supported by a network of business segment risk officers. The functional heads support the CRO in the implementation and communication of our Risk Framework and Risk Appetite Policy. Some of the key second LOD risk related responsibilities include:

· Establishment of the risk management framework and policies;

· Providing oversight and effective independent challenge of first line current and emerging risks; and

· Independent reporting to senior management committees and the Board on the level of risk appetite.

The third line of defence responsibilities are distinct from first and second LOD responsibilities. The Internal Audit function is the third LOD and is responsible for providing independent assurance to management, the Audit Committee, the Risk Committee and OSFI on the design and operational effectiveness of the risk management practices and internal controls carried out by first LOD and second LOD. Internal Audit provides a quarterly opinion on the effectiveness of internal controls, risk management and governance processes to the Risk Committee. In addition, the Risk Committee may engage third-party independent reviews to supplement the third LOD review of the effectiveness of the Company’s risk management programs.

8. Risk Culture and Philosophy

We have built a strong corporate culture on a foundation of ethical behaviour, high business standards, integrity and respect. The Board establishes the “tone from the top” and is accountable to ensure that the CEO and senior management create and sustain a culture of integrity throughout the organization. We work together through our focus on diversity, equity and inclusion and sustainability to fulfill our Purpose of helping our Clients to achieve lifetime financial security and to live healthier lives.

Risk culture relates to how we behave and respond, in addition to the requirements we set. It enables and rewards taking the right risks in an informed manner. It enables effective challenge and transparency regarding risks and outcomes without fear of reprisal. It drives us to understand Client needs and preferences so that we can act in their best interests. In order to support employees in fulfilling their role, we have taken action to ensure our risk protocols and procedures are well defined and embedded in our day-to-day business activities, assess that appropriate resources and training are provided, establish and communicate a common risk philosophy and a high bar for integrity and conduct, and encourage every employee to openly identify risk exposures and communicate escalating risk concerns. The following six elements support our Risk Culture:

· Establishing tone from the top;

· Encouraging transparency in risk-taking;

· Performing effective challenge in conducting business decisions;

· Aligning incentives and risk management practices;

· Effectively communicating the risk culture expectations; and

· Establishing clear accountabilities.

A key premise of our culture is that all employees have an important role to play in managing the Company’s risks. Risk Management is embedded in the Company’s culture, which encourages ownership and responsibility for risk management at all levels. Our compensation programs are aligned to the organization’s risk management practices through our governance structure for the design and approval of incentive compensation plans and processes used to support the alignment of compensation and risk management. We continuously reinforce and embed the culture through communication and training on risk culture elements at various forums and across various levels through training on the Code of Conduct annually, reinforcing accountability through performance reviews and compensation, and through defining roles, responsibilities and expectations in the risk management policies.

The Company’s risk philosophy includes the following core principles:

Strategic Alignment

Our corporate strategy and business objectives are required to be established within the boundaries set out in the Risk Framework and the Risk Appetite Policy. This requires us to consider whether a business activity will result in a risk profile that we are willing to accept and which we are prepared to manage. We have established a range of explicit risk appetite limits and control points for credit, market, insurance, operational and liquidity risks. Business and strategic risk is managed through our strategic and business planning process and through controls over the implementation of these strategic and business plans. Risks associated with activities outside our risk appetite or outside the acceptable defined risks are avoided.

Stakeholder Interests

Our Risk Appetite Policy considers the interests of a large number of key stakeholders, including Clients, policyholders, shareholders, debt-holders, employees, regulators, distributors, rating agencies and other capital markets participants. The policy describes how to balance the needs, expectations, risk and reward perspectives, and investment horizons of these different stakeholders.

Effective risk management requires that objectives and incentives be aligned to ensure management’s decisions are consistent with the Company’s risk philosophy and risk appetite. To ensure this, the business plans and strategies are independently tested to ensure that they operate within the boundaries and requirements set out in the Risk Framework and the Risk Appetite Policy, and the results of this testing are reported to the Board. Compensation programs for employees are approved by the Board and the Board Committees and are aligned with the Company’s risk philosophy, values, business and risk management strategies, and the long-term interests of stakeholders. In establishing annual performance objectives, we consider risk management goals to ensure that business decisions are consistent with the desired risk and return profile of the Company.

Capability Alignment

We seek out profitable risk-taking opportunities in those areas where we have established risk management skills and capabilities. Conversely, we endeavour to avoid or transfer risks that are beyond our risk-taking capability. Our ability to measure and evaluate risks, the quality of our risk governance and control environment, the depth and quality of our risk responses and the robustness of our pricing strategies are particularly important capabilities that we assess.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 57

Portfolio Perspective

In evaluating a particular risk, consideration is given to a portfolio perspective of risk and return including the explicit recognition of the impacts of diversification and concentration and how different risks interact with each other. This perspective is extended to the development of risk mitigation and pricing strategies, recognizing that often the most cost-effective way of managing risk involves utilizing available relationships already inherent in our business.

Risk-Adjusted Returns

The financial return metrics which are used to assess business activities are required to be risk-adjusted. Financial return metrics are developed in consideration of the constraints set out in the Risk Appetite Policy, and reflect the expected costs of mitigation and the cost of risk capital required to support the risk taking activity.

Culture

Culture is the sum of the shared assumptions, values and beliefs that create the unique character of an organization. Our culture encourages behaviour aligned with goals for long-term value creation. It defines the appropriate behaviour for any given situation, governs the interaction with Clients and affects how employees identify with the organization. Our company culture has significant potential to impact our risk profile. An organization’s culture impacts its ability to create value and to protect value. Maintaining the right balance of risk-taking and risk control activities is a key organizational capability and fundamental to our long-term sustainable success.

9. Risk Categories

The shaded text and tables in the following section of this MD&A represent our disclosure on credit, market and liquidity risks in accordance with IFRS 7 Financial Instruments - Disclosures and includes a discussion on how we measure risk and our objectives, policies and methodologies for managing these risks. The shaded text and tables represent an integral part of our audited annual Consolidated Financial Statements for the year ended December 31, 2021. The shading in this section does not imply that these disclosures are of any greater importance than non-shaded tables and text, and the Risk Management disclosure should be read in its entirely. This information should be considered carefully together with other information in this MD&A and in the 2021 AIF, our Consolidated Financial Statements and other reports and materials that we file with securities regulators.

In this section, segregated funds include segregated fund guarantees, variable annuities and investment products, and includes Run-off reinsurance in Corporate.

Our Risk Framework groups all risks into six major risk categories: market, insurance, credit, business and strategic, operational and liquidity risks.

i. Market Risk

Risk Description

We are exposed to financial and capital market risk, which is defined as the risk that the fair value or future cash flows of an insurance contract or financial instrument will fluctuate because of changes or volatility in market prices. Market risk includes equity, interest rate and spread, real estate and foreign currency risks.

Market Risk Management Governance and Control

We employ a wide range of market risk management practices and controls as outlined below:

· Market risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Risk Committee.

· Risk appetite limits have been established for equity, interest rate, real estate and foreign currency risks.

· Income and regulatory capital sensitivities are monitored, managed and reported against pre-established risk limits.

· Comprehensive asset-liability management and hedging policies, programs and practices are in place.

· Regulatory solvency requirements include risk-based capital requirements and are monitored regularly.

· Product Design and Pricing Policy requires a detailed risk assessment and pricing provisions for material risks.

· Stress-testing techniques, such as FCT, are used to measure the effects of large and sustained adverse market movements.

· Insurance contract liabilities are established in accordance with Canadian actuarial standards of practice.

· Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

Specific market risks and our risk management strategies are discussed below in further detail.

Equity Risk

Equity risk is the potential for financial loss arising from declines or volatility in equity market prices. We are exposed to equity risk from a number of sources. A portion of our exposure to equity risk arises in connection with benefit guarantees on segregated fund products. These benefit guarantees may be triggered upon death, maturity, withdrawal or annuitization. The cost of providing these guarantees is uncertain and depends upon a number of factors, including general capital market conditions, our hedging strategies, policyholder behaviour and mortality experience, each of which may result in negative impacts on net income and capital.

58 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

We generate revenue in our asset management businesses and from certain insurance and annuity contracts where fees are levied on account balances that are affected directly by equity market levels. Accordingly, we have further exposure to equity risk as adverse fluctuations in the market value of such assets will result in corresponding adverse impacts on our revenue and net income. In addition, declining and volatile equity markets may have a negative impact on sales and redemptions (surrenders) in these businesses, and this may result in further adverse impacts on our net income and financial position.

We also have direct exposure to equity markets from the investments supporting other general account liabilities, surplus, and employee benefit plans. These exposures fall within our risk-taking philosophy and appetite, and are therefore generally not hedged.

Interest Rate and Spread Risk

Interest rate and spread risk is the potential for financial loss arising from changes or volatility in interest rates or spreads when asset cash flows and the policy obligations they support are not matched. This may result in the need to either sell assets to meet policy payments and expenses or reinvest excess asset cash flows in unfavourable interest rate or spread environments. The impact of changes or volatility in interest rates or spreads is reflected in the valuation of our financial assets and liabilities for insurance contracts.

Our primary exposure to interest rate and spread risk arises from certain general account products and segregated fund contracts which contain investment guarantees in the form of minimum crediting rates, guaranteed premium rates, settlement options and benefit guarantees. If investment returns fall below guaranteed levels, we may be required to increase liabilities or capital in respect of these contracts. The guarantees attached to these products may be applicable to both past premiums collected and future premiums not yet received. Segregated fund contracts provide benefit guarantees that are linked to underlying fund performance and may be triggered upon death, maturity, withdrawal or annuitization. These products are included in our asset-liability management program and the residual interest rate exposure is managed within our risk appetite limits.

Declines in interest rates or narrowing spreads can result in compression of the net spread between interest earned on investments and interest credited to policyholders. Declines in interest rates or narrowing spreads may also result in increased asset calls, mortgage prepayments, and net reinvestment of positive cash flows at lower yields, and therefore adversely impact our profitability and financial position. Negative interest rates may additionally result in losses on our cash deposits and low or negative returns on our fixed income assets impacting our profitability. In contrast, increases in interest rates or a widening of spreads may have a material impact on the value of fixed income assets, resulting in depressed market values, and may lead to lower LICAT ratios or losses in the event of the liquidation of assets prior to maturity.

Significant changes or volatility in interest rates or spreads could have a negative impact on sales of certain insurance and annuity products, and adversely impact the expected pattern of redemptions (surrenders) on existing policies. Increases in interest rates or widening spreads may increase the risk that policyholders will surrender their contracts, potentially forcing us to liquidate assets at a loss and accelerate recognition of certain acquisition expenses. While we have established hedging programs in place and our insurance and annuity products often contain surrender mitigation features, these may not be sufficient to fully offset the adverse impact of the underlying losses.

We also have direct exposure to interest rates and spreads from investments supporting other general account liabilities, surplus and employee benefit plans. Lower interest rates or a narrowing of spreads will result in reduced investment income on new fixed income asset purchases. Conversely, higher interest rates or wider spreads will reduce the value of our existing assets. These exposures fall within our risk-taking philosophy and appetite and are therefore generally not hedged.

A sustained low interest rate environment may adversely impact our earnings, regulatory capital requirements and our ability to implement our business strategy and plans in several ways, including:

· Lower sales of certain insurance and wealth products, which can in turn pressure our operating expense levels;

· Shifts in the expected pattern of redemptions (surrenders) on existing policies;

· Higher new business strain reflecting lower new business profitability;

· Reduced return on new fixed income asset purchases, and higher hedging costs;

· The impact of changes in actuarial assumptions;

· Impairment of goodwill; and

· Additional valuation allowances against our deferred tax assets.

Market Risk Sensitivities

We utilize a variety of methods and measures to quantify our market risk exposures. These include duration management, key rate duration techniques, convexity measures, cash flow gap analysis, scenario testing, and sensitivity testing of earnings and regulatory capital ratios versus risk appetite limits.

Our net income⁽¹⁾ is affected by the determination of policyholder obligations under our annuity and insurance contracts. These amounts are determined using internal valuation models and are recorded in our Consolidated Financial Statements, primarily as Insurance contract liabilities. The determination of these obligations requires management to make assumptions about the future level of equity market performance, interest rates, credit and swap spreads and other factors over the life of our products. Differences between our actual experience and our best estimate assumptions are reflected in our Consolidated Financial Statements. Refer to Additional Cautionary Language and Key Assumptions Related to Sensitivities in this section for important additional information regarding these estimates.

⁽¹⁾  Net income in section J - Risk Management in this document refers to common shareholders’ net income.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 59

The market value of our investments in fixed income and equity securities fluctuates based on movements in interest rates and equity markets. The market value of fixed income assets designated as AFS that are held primarily in our surplus segment increases with declining interest rates and decreases with rising interest rates. The market value of equities designated as AFS and held primarily in our surplus segment increases with rising equity markets and decreases with declining equity markets. Changes in the market value of AFS assets flow through OCI and are only recognized in net income when realized upon sale, or when considered impaired. The sale or impairment of AFS assets held in surplus can therefore have the effect of modifying our net income sensitivity.

In 2021, we realized $146 million (pre-tax), in net gains on the sale of AFS assets ($169 million⁽¹⁾ pre-tax in 2020). The net unrealized gains (losses) within our Accumulated OCI position on AFS fixed income and equity assets were $137 million and $129 million, respectively, net of tax, as at December 31, 2021 ($556 million and $76 million, respectively, net of tax, as at December 31, 2020).

During the fourth quarter of 2021, we realized $5 million (pre-tax), in net gains on the sale of AFS assets ($20 million pre-tax in the fourth quarter of 2020).

Equity Market Sensitivities

The following table sets out the estimated immediate impact on, or sensitivity of, our net income and OCI and Sun Life Assurance’s LICAT ratio to certain instantaneous changes in equity market prices as at December 31, 2021 and December 31, 2020.

It is important to note that these estimates are illustrative and performance of our segregated fund dynamic hedging program may differ as actual equity-related exposures vary from broad market indices (the impact of active management, basis risk, and other factors) and higher or lower volatility level than assumed.

($ millions, unless otherwise noted)					As at December 31, 2021
Change in Equity Markets(1)	25% decrease		10% decrease		10% increase		25% increase
Potential impact on net income(2)(3)		$         (400)		$        (150)		$        150		$        350
Potential impact on OCI(3)		$         (150)		$          (50)		$          50		$        150
Potential impact on LICAT(2)(4)		0.5% point decrease		0.0% point change		0.0% point change		0.5% point increase

($ millions, unless otherwise noted)					As at December 31, 2020
Change in Equity Markets(1)	25% decrease		10% decrease		10% increase		25% increase
Potential impact on net income(2)(3)		$        (400)		$        (150)		$        150		$        300
Potential impact on OCI(3)		$          (50)		$             —		$          —		$          50
Potential impact on LICAT(2)(4)		0.0% point change		0.0% point change		0.0% point change		0.5% point decrease

⁽¹⁾  Represents the respective change across all equity markets as at December 31, 2021 and December 31, 2020. Assumes that actual equity exposures consistently and precisely track the broader equity markets. Since in actual practice equity-related exposures generally differ from broad market indices (due to the impact of active management, basis risk, and other factors), realized sensitivities may differ significantly from those illustrated above. Sensitivities include the impact of re-balancing equity hedges for dynamic hedging programs at 2% intervals (for 10% changes in equity markets) and at 5% intervals (for 25% changes in equity markets).

⁽²⁾  The market risk sensitivities include the estimated mitigation impact of our hedging programs in effect as at December 31, 2021 and December 31, 2020, and include new business added and product changes implemented prior to such dates.

⁽³⁾  Net income and OCI sensitivities have been rounded in increments of $50 million. The sensitivities exclude the market impacts on the income from our joint ventures and associates, which we account for on an equity basis.

⁽⁴⁾  The LICAT sensitivities illustrate the impact on Sun Life Assurance as at December 31, 2021 and December 31, 2020. The sensitivities assume that a scenario switch does not occur in the quarter. LICAT ratios are rounded in increments of 0.5%.

⁽¹⁾ Amount excludes net gains of $282 million relating to the impact from the repayment of our senior financing obligation. Including the net gains from the impact of the repayment of our senior financing obligation, we realized $451 million pre-tax in net gains on the sale of AFS assets in the third quarter of 2020. Our senior financing obligation related to U.S. statutory regulatory capital requirements for In-force Management. See section K – Additional Financial Disclosure in this document.

60 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Interest Rate Sensitivities

The following table sets out the estimated immediate impact on, or sensitivity of, our net income and OCI and Sun Life Assurance’s LICAT ratio to certain instantaneous changes in interest rates as at December 31, 2021 and December 31, 2020.

Our LICAT sensitivities may be non-linear and can change due to the interrelationship between market rates and spreads, actuarial assumptions and our LICAT calculations.

($ millions, unless otherwise noted)		As at December 31, 2021	As at December 31, 2020
Change in Interest Rates(1)	50 basis point decrease	50 basis point increase	50 basis point decrease	50 basis point increase
Potential impact on net income(2)(3)(4)	$      (50)	$          50	$       (100)	$         100
Potential impact on OCI(3)	$       250	$     (250)	$          250	$      (250)
Potential impact on LICAT(2)(5)	1.5% point increase	0.5% point decrease	3.5% point increase	1.5% point decrease

⁽¹⁾  Interest rate sensitivities assume a parallel shift in assumed interest rates across the entire yield curve as at December 31, 2021 and December 31, 2020 with no change to the Actuarial Standards Board (“ASB”) promulgated URR. Variations in realized yields based on factors such as different terms to maturity and geographies may result in realized sensitivities being significantly different from those illustrated above. Sensitivities include the impact of re-balancing interest rate hedges for dynamic hedging programs at 10 basis point intervals (for 50 basis point changes in interest rates).

⁽²⁾  The market risk sensitivities include the estimated mitigation impact of our hedging programs in effect as at December 31, 2021 and December 31, 2020, and include new business added and product changes implemented prior to such dates.

⁽³⁾  Net income and OCI sensitivities have been rounded in increments of $50 million. The sensitivities exclude the market impacts on the income from our joint ventures and associates, which we account for on an equity basis.

⁽⁴⁾  The majority of interest rate sensitivity, after hedging, is attributed to individual insurance products. We also have interest rate sensitivity, after hedging, from our fixed annuity and segregated funds products.

⁽⁵⁾  The LICAT sensitivities illustrate the impact on Sun Life Assurance as at December 31, 2021 and December 31, 2020. The sensitivities assume that a scenario switch does not occur in the quarter. LICAT ratios are rounded in increments of 0.5%.

The above sensitivities were determined using a 50 basis point change in interest rates and a 10% change in our equity markets because we believe that these market shocks were reasonably possible as at December 31, 2021. We have also disclosed the impact of a 25% change in equity markets to illustrate that significant changes in equity market levels may result in other than proportionate impacts on our sensitivities.

Credit Spread and Swap Spread Sensitivities

The credit spread sensitivities reflect the impact of changes in credit spreads on our asset and liability valuations (including non-sovereign fixed income assets, provincial governments, corporate bonds, and other fixed income assets). The swap spread sensitivities reflect the impact of changes in swap spreads on swap-based derivative positions and liability valuations.

The following table sets out the estimated immediate impact on, or sensitivity of, our net income and Sun Life Assurance’s LICAT ratio attributable to certain instantaneous changes in credit and swap spreads as at December 31, 2021 and December 31, 2020.

($ millions, unless otherwise noted)		As at December 31, 2021		As at December 31, 2020
Change in Credit Spreads(1)	50 basis point decrease	50 basis point increase	50 basis point decrease	50 basis point increase
Potential impact on net income(2)	$      (75)	$        50	$      (125)	$         75
Potential impact on LICAT(3)	0.5% point decrease	0.5% point increase	0.5% point decrease	0.5% point increase

⁽¹⁾  In most instances, credit spreads are assumed to revert to long-term insurance contract liability assumptions generally over a five-year period.

⁽²⁾  Sensitivities have been rounded in increments of $25 million.

⁽³⁾  The LICAT sensitivities illustrate the impact on Sun Life Assurance as at December 31, 2021 and December 31, 2020. The sensitivities assume that a scenario switch does not occur in the quarter. LICAT ratios are rounded in increments of 0.5%.

($ millions, unless otherwise noted)		As at December 31, 2021	As at December 31,2020
Change in Swap Spreads	20 basis point decrease	20 basis point increase	20 basis point decrease	20 basis point increase
Potential impact on net income(1)	$     25	$      (25)	$        50	$       (50)

⁽¹⁾  Sensitivities have been rounded in increments of $25 million.

The credit and swap spread sensitivities assume a parallel shift in the indicated spreads across the entire term structure. Variations in realized spread changes based on different terms to maturity, geographies, asset classes and derivative types, underlying interest rate movements, and ratings may result in realized sensitivities being significantly different from those provided above. The credit spread sensitivity estimates exclude any credit spread impact that may arise in connection with asset positions held in segregated funds. Spread sensitivities are provided for the consolidated entity and may not be proportional across all reporting segments. Refer to Additional Cautionary Language and Key Assumptions Related to Sensitivities in this section for important additional information regarding these estimates.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 61

LICAT Interest Rate Scenario Switch

The LICAT interest rate risk is assessed under four different interest rate scenarios, and the scenario leading to the highest capital requirement is chosen as the worst scenario for each geographic region as defined by the LICAT guideline. Changes and interaction between the level and term movements in interest rates and credit spreads can shift the interest rate scenario applied in the LICAT calculation causing a discontinuity where capital requirements change materially. In 2020, OSFI updated the LICAT guideline for interest rate risk requirements for participating businesses to be smoothed over six quarters. As a result, the actual impact to the LICAT ratio from participating businesses in any quarter will reflect the scenarios from current quarter as well as the prior five quarters and switching between the scenarios would have the effect of offsetting the previous impacts over time. As per OSFI’s communication, this new treatment will remain in place until at least December 31, 2023. It should be noted that switching of the scenario can also change the direction of credit spread sensitivities.

Sun Life Assurance last experienced a switch in the interest rate scenario in North America in the second quarter of 2020. The total cumulative impact of that scenario switch for Sun Life Assurance was a reduction of four LICAT percentage points. No additional impact is expected should we remain on the current scenario.

SLF Inc. has experienced multiple scenario switches since the second quarter of 2020. In the fourth quarter of 2021, SLF Inc. experienced a scenario switch back to the less severe scenario, resulting in an increase in the LICAT ratio of approximately one percentage point. Over the last six quarters, SLF Inc. has been on the more severe scenario in three quarters and has been on the less severe scenario for three quarters. The cumulative impact to date has been a reduction of two LICAT percentage points and, assuming no further scenario switches, we expect to regain the two percentage points over the next six quarters.

Market Risk Management Strategies

Market risk is managed at all stages during the product life cycle including product design and development, ongoing review and positioning of our suite of products, and ongoing asset-liability management and hedge re-balancing.

We have implemented asset-liability management and hedging programs involving regular monitoring and adjustment of market risk exposures using assets, derivative instruments and repurchase agreements to maintain market risk exposures within our risk appetite. The general availability and cost of these hedging instruments may be adversely impacted by a number of factors including changes in interest rates, increased volatility in capital markets, and changes in the general market and regulatory environment within which these hedging programs operate. In particular, regulations for OTC derivatives could impose additional costs and could affect our hedging strategy. In addition, these programs may themselves expose us to other risks.

Our market risk management strategies are developed based on policies and operating guidelines at the enterprise level, business segment level and product level. Liabilities having a similar risk profile are grouped together and a customized investment and hedging strategy is developed and implemented to optimize return within our risk appetite limits.

In general, market risk exposure is mitigated by the assets supporting our products. This includes holdings of fixed income assets such as bonds and mortgages. Derivative instruments may supplement these assets to reduce the risk from cash flow mismatches and mitigate the market risk associated with liability features and optionality. The following table sets out the use of derivatives across a number of our products as at December 31, 2021.

Asset-Liability Management Applications for Derivative Usage

The primary uses of derivatives are set out in the table below.

Products/Application	Uses of Derivative	Derivatives Used
General asset-liability management - interest rate risk exposure for most insurance and annuity products	To manage the sensitivity of the duration gap between assets and liabilities to interest rate changes	Interest rate swaps, swaptions, floors and bond futures
Guarantees on insurance and annuity contracts - minimum interest rate guarantees, guaranteed surrender values and guaranteed annuitization options	To limit potential financial losses from significant reductions in asset earned rates relative to contract guarantees	Interest rate swaps, swaptions, floors and bond futures
Segregated fund guarantees	To manage the exposure of product guarantees sensitive to movement in equity market and interest rate levels and currency fluctuations	Put options, call options, futures and swaps on equity indices, interest rate swaps, bond futures, and foreign exchange forwards
Currency exposure in relation to asset-liability management	To reduce the sensitivity to currency fluctuations by matching the value and cash flows of specific assets denominated in one currency with the value and cash flows of the corresponding liabilities denominated in another currency	Currency swaps and forwards
Credit exposure	To replicate credit exposures and enhance investment returns	Credit default swaps

62 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

General Account Insurance and Annuity Products

Most of our expected sensitivity to changes in interest rates and about three-quarters of our expected sensitivity to changes in equity markets are derived from our general account insurance and annuity products. We have implemented market risk management strategies to mitigate a portion of the market risk related to our general account insurance and annuity products.

Individual insurance products include universal life and other long-term life and health insurance products. Major sources of market risk exposure for individual insurance products include the reinvestment risk related to future premiums on regular premium policies, asset reinvestment risk on both regular premium and single premium policies and the guaranteed cost of insurance. Interest rate risk for individual insurance products is typically managed on a duration basis, within tolerance ranges set out in the applicable investment policy or guidelines. Targets and limits are established so that the level of residual exposure is commensurate with our risk appetite. Exposures are monitored frequently, and assets are re-balanced as necessary to maintain compliance within prescribed tolerances using a combination of assets and derivative instruments. A portion of the longer-term cash flows are backed with equities and real estate.

For participating insurance products and other insurance products with adjustability features, the investment strategy objective is to provide a total rate of return given a constant risk profile over the long term.

Fixed annuity products generally provide the policyholder with a guaranteed investment return or crediting rate. Interest rate risk for these products is typically managed on a duration basis, within tolerance ranges set out in the applicable investment guidelines. Targets and limits are established so that the level of residual exposure is commensurate with our risk appetite. Exposures are monitored frequently, and assets are re-balanced as necessary to maintain compliance within prescribed tolerances using a combination of fixed income assets and derivative instruments.

Certain insurance and annuity products contain minimum interest rate guarantees. Market risk management strategies are implemented to limit potential financial loss due to reductions in asset earned rates relative to contract guarantees. These typically involve the use of hedging strategies utilizing interest rate derivatives such as interest rate floors, swaps and swaptions.

Certain insurance and annuity products contain features which allow the policyholders to surrender their policy at book value. Market risk management strategies are implemented to limit the potential financial loss due to changes in interest rate levels and policyholder behaviour. These typically involve the use of dynamic hedging strategies and the purchase of interest rate swaptions.

Certain products have guaranteed minimum annuitization rates. Market risk management strategies are implemented to limit the potential financial loss and typically involve the use of fixed income assets, interest rate swaps, and swaptions.

Segregated Fund Guarantees

Approximately one-quarter of our equity market sensitivity and a small amount of interest rate risk sensitivity as at December 31, 2021 are derived from segregated fund products. These products provide benefit guarantees, which are linked to underlying fund performance and may be triggered upon death, maturity, withdrawal or annuitization. The cost of providing these guarantees is uncertain and depends upon a number of factors including general capital market conditions, our hedging strategies, policyholder behaviour and mortality experience, each of which may result in negative impacts on net income and capital.

The following table provides information with respect to the guarantees provided for our segregated fund products by business group.

Segregated Fund Risk Exposures

As at December 31, 2021
($ millions)	Fund value		Amount at Risk(1)	Value of guarantees(2)	Insurance contract  liabilities(3)
Canada		13,751	183	11,210	350
Asia		1,728	166	1,711	69
Corporate(4)		2,672	137	892	184
Total		18,151	486	13,813	603
As at December 31, 2020
($ millions)	Fund value		Amount at Risk(1)	Value of guarantees(2)	Insurance contract  liabilities(3)
Canada		12,533	410	10,954	787
Asia		2,003	180	1,975	97
Corporate(4)		2,548	167	964	221
Total		17,084	757	13,893	1,105

⁽¹⁾ The Amount at Risk represents the excess of the value of the guarantees over fund values on all policies where the value of the guarantees exceeds the fund value. The Amount at Risk is not currently payable as the guarantees are only payable upon death, maturity, withdrawal or annuitization if fund values remain below guaranteed values.

⁽²⁾ For guaranteed lifetime withdrawal benefits, the value of guarantees is calculated as the present value of the maximum future withdrawals assuming market conditions remain unchanged from current levels. For all other benefits, the value of guarantees is determined assuming 100% of the claims are made at the valuation date.

⁽³⁾ The insurance contract liabilities represent management’s provision for future costs associated with these guarantees and include a provision for adverse deviation in accordance with Canadian actuarial standards of practice.

⁽⁴⁾ Corporate includes Run-off reinsurance, a closed block of reinsurance. The Run-off reinsurance business includes risks assumed through reinsurance of variable annuity products issued by various North American insurance companies between 1997 and 2001.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 63

The movement of the items in the table above from December 31, 2020 to December 31, 2021 primarily resulted from the following factors:

(i) the total fund values increased due to an increase in equity markets, which was partially offset by higher interest rates and net redemptions from products closed to new business;

(ii) the total amount at risk decreased due to increases in equity markets and interest rates;

(iii) the total value of guarantees decreased due to net redemptions from products closed to new business; and

(iv) the total insurance contract liabilities decreased due to increases in interest rates and equity markets.

Segregated Fund Hedging

Our hedging programs use derivative instruments to mitigate the interest and equity related exposure of our segregated fund contracts. As at December 31, 2021, over 90% of our segregated fund contracts, as measured by associated fund values, were included in a hedging program. While a large percentage of contracts are included in the hedging program, not all of our market risk exposure related to these contracts is hedged. For those segregated fund contracts included in the hedging program, we generally hedge the value of expected future net claims costs and associated margins.

The following table illustrates the impact of our hedging program related to our sensitivity to a 50 basis point decrease in interest rates and a 10% and 25% decrease in equity markets for segregated fund contracts as at December 31, 2021 and December 31, 2020.

It is important to note that these estimates are illustrative and performance of our segregated fund dynamic hedging program may differ as actual equity-related exposures vary from broad market indices (the impact of active management, basis risk, and other factors) and higher or lower volatility level than assumed.

Impact of Segregated Fund Hedging

December 31, 2021
($ millions)	Changes in interest rates(3)			Changes in equity markets(4)
Net income sensitivity(1)(2)		50 basis point decrease			10% decrease		25% decrease
Before hedging		(150	)		(150	)	(350	)
Hedging impact		150			100		250
Net of hedging		—			(50	)	(100	)
December 31, 2020
($ millions)	Changes in interest rates(3)			Changes in equity markets(4)
Net income sensitivity(1)(2)		50 basis point decrease			10% decrease		25% decrease
Before hedging		(200	)		(150	)	(450	)
Hedging impact		200			100		350
Net of hedging		—			(50	)	(100	)

⁽¹⁾ Net income sensitivities have been rounded in increments of $50 million.

⁽²⁾ Since the fair value of benefits being hedged will generally differ from the financial statement value (due to different valuation methods and the inclusion of valuation margins in respect of financial statement values), this will result in residual volatility to interest rate and equity market shocks in net income and capital. The general availability and cost of these hedging instruments may be adversely impacted by a number of factors, including volatile and declining equity and interest rate market conditions.

⁽³⁾ Represents a parallel shift in assumed interest rates across the entire yield curve as at December 31, 2021 and December 31, 2020, with no change to the ASB promulgated URR. Variations in realized yields based on factors such as different terms to maturity and geographies may result in realized sensitivities being significantly different from those illustrated above. Sensitivities include the impact of re-balancing interest rate hedges for dynamic hedging programs at 10 basis point intervals (for 50 basis point changes in interest rates).

⁽⁴⁾ Represents the change across all equity markets as at December 31, 2021 and December 31, 2020. Assumes that actual equity exposures consistently and precisely track the broader equity markets. Since in actual practice equity-related exposures generally differ from broad market indices (due to the impact of active management, basis risk, and other factors), realized sensitivities may differ significantly from those illustrated above. Sensitivities include the impact of re-balancing equity hedges for dynamic hedging programs at 2% intervals (for 10% changes in equity markets) and at 5% intervals (for 25% changes in equity markets).

Our hedging strategy is applied both at the line of business or product level and at the Company level using a combination of dynamic hedging techniques (i.e., frequent re-balancing of short-dated interest rate and equity derivative contracts) and longer-dated put options. We actively monitor our overall market exposure and may implement tactical hedge overlay strategies in order to align expected earnings sensitivities with risk management objectives.

64 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Real Estate Risk

Real estate risk is the potential for financial loss arising from fluctuations in the value of, or future cash flows from, our investments in real estate. We are exposed to real estate risk and may experience financial losses resulting from the direct ownership of real estate investments or indirectly through fixed income investments secured by real estate property, leasehold interests, ground rents, and purchase and leaseback transactions. Real estate price risk may arise from external market conditions, inadequate property analysis, inadequate insurance coverage, inappropriate real estate appraisals, or from environmental risk exposures. We hold direct real estate investments that support general account liabilities and surplus, and fluctuations in value will impact our profitability and financial position. A material and sustained increase in interest rates may lead to deterioration in real estate values. An instantaneous 10% decrease in the value of our direct real estate investments as at December 31, 2021 would decrease net income⁽¹⁾ by approximately $375 million ($275 million decrease as at December 31, 2020). Conversely, an instantaneous 10% increase in the value of our direct real estate investments as at December 31, 2021 would increase net income by approximately $350 million ($250 million increase as at December 31, 2020).

Foreign Currency Risk

Foreign currency risk is the result of mismatches in the currency of our assets and liabilities (inclusive of capital), and cash flows. This risk may arise from a variety of sources such as foreign currency transactions and services, foreign currency hedging, investments denominated in foreign currencies, investments in foreign subsidiaries and net income from foreign operations. Changes or volatility in foreign exchange rates, including a change to currencies that are fixed in value to another currency, could adversely affect our financial condition and results of operations.

As an international provider of financial services, we operate in a number of countries, with revenues and expenses denominated in several local currencies. In each country in which we operate, we generally maintain the currency profile of assets to match the currency of aggregate liabilities and required surplus. This approach provides an operational hedge against disruptions in local operations caused by currency fluctuations. Foreign currency derivative contracts such as currency swaps and forwards are used as a risk management tool to manage the currency exposure in accordance with our Asset Liability Management Policy. As at December 31, 2021 and December 31, 2020, the Company did not have a material foreign currency risk exposure on a functional currency basis.

Changes in exchange rates can affect our net income and surplus when financial results in functional currencies are translated into Canadian dollars. Net income earned outside of Canada is generally not currency hedged and a weakening in the local currency of our foreign operations relative to the Canadian dollar can have a negative impact on our net income reported in Canadian currency. A strengthening in the local currency of our foreign operations relative to the Canadian dollar would have the opposite effect. Regulatory capital ratios could also be impacted by changes in exchange rates.

Additional Cautionary Language and Key Assumptions Related to Sensitivities

The market risk sensitivities are measures of estimated changes in net income and OCI for changes in interest rates and equity market price levels described above, based on interest rates, equity market prices and business mix in place as at the respective calculation dates. These sensitivities are calculated independently for each risk factor, generally assuming that all other risk variables stay constant. The sensitivities do not take into account indirect effects such as potential impacts on goodwill impairment or valuation allowances on deferred tax assets. The sensitivities are provided for the consolidated entity and may not be proportional across all reporting segments. Actual results can differ materially from these estimates for a variety of reasons, including differences in the pattern or distribution of the market shocks, the interaction between these risk factors, model error, or changes in other assumptions such as business mix, effective tax rates, policyholder behaviour, currency exchange rates and other market variables relative to those underlying the calculation of these sensitivities. The extent to which actual results may differ from the indicative ranges will generally increase with larger capital market movements. Our sensitivities as at December 31, 2020 have been included for comparative purposes only.

We have also provided measures of our net income sensitivity to instantaneous changes in credit spreads, swap spreads, real estate price levels, and capital sensitivities to changes in interest rates and equity price levels. The real estate sensitivities are non-IFRS financial measures. For additional information, see section L - Non-IFRS Financial Measures in this document. The cautionary language which appears in this section is also applicable to the credit spread, swap spread, real estate, and LICAT ratio sensitivities. In particular, these sensitivities are based on interest rates, credit and swap spreads, equity market, and real estate price levels as at the respective calculation dates and assume that all other risk variables remain constant. Changes in interest rates, credit and swap spreads, equity market, and real estate prices in excess of the ranges illustrated may result in other-than-proportionate impacts.

As these market risk sensitivities reflect an instantaneous impact on net income, OCI and Sun Life Assurance’s LICAT ratio, they do not include impacts over time such as the effect on fee income in our asset management businesses.

The sensitivities reflect the composition of our assets and liabilities as at December 31, 2021 and December 31, 2020, respectively. Changes in these positions due to new sales or maturities, asset purchases/sales, or other management actions could result in material changes to these reported sensitivities. In particular, these sensitivities reflect the expected impact of hedging activities based on the hedge programs in place as at the December 31 calculation dates. The actual impact of hedging activity can differ materially from that assumed in the determination of these indicative sensitivities due to ongoing hedge re-balancing activities, changes in the scale or scope of hedging activities, changes in the cost or general availability of hedging instruments, basis risk (i.e., the risk that hedges do not exactly replicate the underlying portfolio experience), model risk, and other operational risks in the ongoing management of the hedge programs or the potential failure of hedge counterparties to perform in accordance with expectations.

⁽¹⁾ Sensitivities have been rounded in increments of $25 million.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 65

The sensitivities are based on methods and assumptions in effect as at December 31, 2021 and December 31, 2020, as applicable. Changes in the regulatory environment, accounting or actuarial valuation methods, models, or assumptions (including changes to the ASB promulgated URR) after those dates could result in material changes to these reported sensitivities. Changes in interest rates and equity market prices in excess of the ranges illustrated may result in other than proportionate impacts.

Our hedging programs may themselves expose us to other risks, including basis risk, volatility risk, and increased levels of derivative counterparty credit risk, liquidity risk, model risk and other operational risks. These factors may adversely impact the net effectiveness, costs, and financial viability of maintaining these hedging programs and therefore adversely impact our profitability and financial position. While our hedging programs are intended to mitigate these effects, residual risk, potential reported earnings and capital volatility remain. Hedge counterparty credit risk is managed by maintaining broad diversification, dealing primarily with highly-rated counterparties, and transacting through over-the-counter (“OTC”) contracts cleared through central clearing houses, exchange-traded contracts or bilateral OTC contracts negotiated directly between counterparties that include credit support annexes.

For the reasons outlined above, our sensitivities should only be viewed as directional estimates of the underlying sensitivities of each factor under these specialized assumptions, and should not be viewed as predictors of our future net income, OCI, and capital. Given the nature of these calculations, we cannot provide assurance that actual impacts will be consistent with the estimates provided.

Information related to market risk sensitivities and guarantees related to segregated fund products should be read in conjunction with the information contained in the sections in this MD&A under the section M - Accounting and Control Matters - 1 - Critical Accounting Policies and Estimates in our 2021 annual MD&A. Additional information on market risk can be found in Note 6 of our 2021 Annual Consolidated Financial Statements and the Risk Factors section in the AIF.

ii. Insurance Risk

Risk Description

Insurance risk is the uncertainty of product performance due to actual experience emerging differently than expected in the areas of policyholder behaviour, mortality, morbidity and longevity. In addition, product design and pricing, expense and reinsurance risks impact multiple risk categories, including insurance risk.

Insurance Risk Management Governance and Control

We employ a wide range of insurance risk management practices and controls, as outlined below:

· Insurance risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Risk Committee.

· Income and regulatory capital sensitivities are monitored, managed and reported against pre-established risk appetite limits for policyholder behaviour, mortality, morbidity and longevity risks.

· Comprehensive Insurance Risk Policy, guidelines and practices are in place.

· The global underwriting manual aligns underwriting practices with our corporate risk management standards and ensures a consistent approach in insurance underwriting.

· Board-approved maximum retention limits are in place. Amounts issued in excess of these limits are reinsured.

· Detailed procedures, including criteria for approval of risks and for claims adjudication are established and monitored for each business segment.

· Underwriting and risk selection standards and procedures are established and overseen by the corporate underwriting and claims risk management function.

· Diversification and risk pooling is managed by aggregation of exposures across product lines, geography and distribution channels.

· We use reinsurance to limit losses, minimize exposure to significant risks and to provide additional capacity for growth.

· The Insurance Risk Policy and Investment & Credit Risk Policy establish acceptance criteria and protocols to monitor the level of reinsurance ceded to any single reinsurer or group of reinsurers.

· Reinsurance counterparty risk is monitored, including annual reporting of reinsurance exposure to the Risk Committee.

· Concentration risk exposure is monitored on group policies in a single location to avoid a catastrophic event occurrence resulting in a significant impact.

· Various limits, restrictions and fee structures are introduced into plan designs in order to establish a more homogeneous policy risk profile and limit potential for anti-selection.

· Regulatory solvency requirements include risk-based capital requirements and are monitored regularly.

· The Product Design and Pricing Policy requires detailed risk assessment and pricing provision for material risks.

· Company specific and industry level experience studies and sources of earnings analysis are monitored and factored into valuation, renewal and new business pricing processes.

· Stress-testing techniques, such as FCT, are used to measure the effects of large and sustained adverse movements in insurance risk factors.

· Insurance contract liabilities are established in accordance with Canadian actuarial standards of practice.

· Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

Our Insurance Risk Policy sets maximum global retention limits and related management standards and practices that are applied to reduce our exposure to large claims. Amounts in excess of the Board-approved maximum retention limits are reinsured. On a single life or joint-first-to-die basis retention limit is $40 million in Canada and US$40 million outside of Canada. For survivorship life insurance, our maximum global retention limit is $50 million in Canada and US$50 million outside of Canada. In certain markets and jurisdictions, retention levels below the maximum are applied. Reinsurance is utilized for numerous products in most business segments, and placement is done on an automatic basis for defined insurance portfolios and on a facultative basis for individual risks with certain characteristics.

66 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Our reinsurance coverage is well diversified and controls are in place to manage exposure to reinsurance counterparties. Reinsurance exposures are monitored to ensure that no single reinsurer represents an undue level of credit risk. This includes performing periodic due diligence on our reinsurance counterparties as well as internal credit assessments on counterparties with which we have material exposure. While reinsurance arrangements provide for the recovery of claims arising from the liabilities ceded, we retain primary responsibility to the policyholders.

Specific insurance risks and our risk management strategies are discussed below in further detail.

Policyholder Behaviour Risk

We can incur losses due to adverse policyholder behaviour relative to the assumptions used in the pricing and valuation of products with regard to lapse of policies or exercise of other embedded policy options.

Uncertainty in policyholder behaviour can arise from several sources including unexpected events in the policyholder’s life circumstances, the general level of economic activity (whether higher or lower than expected), changes in the financial and capital markets, changes in pricing and availability of current products, the introduction of new products, changes in underwriting technology and standards, as well as changes in our financial strength or reputation. Uncertainty in future cash flows affected by policyholder behaviour can be further exacerbated by irrational behaviour during times of economic turbulence or at key option exercise points in the life of an insurance contract.

Various types of provisions are built into many of our products to reduce the impact of uncertain policyholder behaviour. These provisions include:

· Surrender charges that adjust the payout to the policyholder by taking into account prevailing market conditions.

· Limits on the amount that policyholders can surrender or borrow.

· Restrictions on the timing of policyholders’ ability to exercise certain options.

· Restrictions on both the types of funds Clients can select and the frequency with which they can change funds.

· Policyholder behaviour risk is also mitigated through reinsurance on some insurance contracts.

Internal experience studies are used to monitor, review and update policyholder behaviour assumptions as needed which could result in updates to policy liabilities.

Mortality and Morbidity Risk

Mortality and morbidity risk is the risk that future experience could be worse than the assumptions used in the pricing and valuation of products. Mortality and morbidity risk can arise in the normal course of business through random fluctuation in realized experience, through catastrophes, as a result of a pandemic, or in association with other risk factors such as product development and pricing or model risk. Adverse mortality and morbidity experience could also occur through systemic anti-selection, which could arise due to poor plan design, or underwriting process failure or the development of investor-owned and secondary markets for life insurance policies.

External factors could adversely affect our life insurance, health insurance, critical illness, disability, long-term care insurance and annuity businesses. Morbidity experience could be unfavourably impacted by external events, such as pandemics, increases in disability claims during economic slowdowns and increases in high medical treatment costs and growth in utilization of specialty drugs. This introduces the potential for adverse financial volatility in our financial results.

Detailed uniform underwriting procedures have been established to determine the insurability of applicants and to manage exposure to large claims. These underwriting requirements are regularly scrutinized against industry guidelines and oversight is provided through a corporate underwriting and claim management function.

Mortality and morbidity concentration risk is the risk of a catastrophic event, such as natural environmental disasters (for example, earthquakes), human-made disasters (for example, acts of terrorism, military actions, and inadvertent introduction of toxic elements into the environment) as well as epidemics that could occur in geographic locations where there is significant insurance coverage. We do not have a high degree of concentration risk to single individuals or groups due to our well-diversified geographic and business mix. The largest portion of mortality risk within the Company is in North America. Individual and group insurance policies are underwritten prior to initial issue and renewals, based on risk selection, plan design, and rating techniques.

The Insurance Risk Policy approved by the Risk Committee includes limits on the maximum amount of insurance that may be issued under one policy and the maximum amount that may be retained. These limits vary by geographic region and amounts in excess of limits are reinsured to ensure there is no exposure to unreasonable concentration of risk.

Longevity Risk

Longevity risk is the potential for economic loss, accounting loss or volatility in earnings arising from adverse changes in rates of mortality improvement relative to the assumptions used in the pricing and valuation of products. This risk can manifest itself slowly over time as socioeconomic conditions improve and medical advances continue. It could also manifest itself more quickly, for example, due to medical breakthroughs that significantly extend life expectancy. Longevity risk affects contracts where benefits or costs are based upon the likelihood of survival and higher than expected improvements in policyholder life expectancy could therefore increase the ultimate cost of these benefits (for example, annuities, pensions, pure endowments, reinsurance, segregated funds, and specific types of health contracts). Additionally, our longevity risk exposure is increased for certain annuity products such as guaranteed annuity options by an increase in equity market levels.

To improve management of longevity risk, we monitor research in the fields that could result in a change in expected mortality improvement. Stress-testing techniques are used to measure and monitor the impact of extreme mortality improvement on the aggregate portfolio of insurance and annuity products as well as our own pension plans.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 67

Product Design and Pricing Risk

Product design and pricing risk is the risk a product does not perform as expected, causing adverse financial consequences. This risk may arise from deviations in realized experience versus assumptions used in the pricing of products. Risk factors include uncertainty concerning future investment yields, policyholder behaviour, mortality and morbidity experience, sales levels, mix of business, expenses and taxes. Although some of our products permit us to increase premiums or adjust other charges and credits during the life of the policy or contract, the terms of these policies or contracts may not allow for sufficient adjustments to maintain expected profitability. This could have an adverse effect on our profitability and capital position.

Our Product Design and Pricing Policy, approved by the Risk Committee, establishes the framework governing our product design and pricing practices and is designed to align our product offerings with our strategic objectives and risk-taking philosophy. Consistent with this policy, product development, design and pricing processes have been implemented throughout the Company. New products follow a stage-gate process with defined management approvals based on the significance of the initiative. Each initiative is subject to a risk assessment process to identify key risks and risk mitigation requirements, and is reviewed by multiple stakeholders. Additional governance and control procedures are listed below:

· Pricing models, methods, and assumptions are subject to periodic internal peer reviews.

· Experience studies, sources of earnings analysis, and product dashboards are used to monitor actual experience against those assumed in pricing and valuation.

· On experience rated, participating, and adjustable products, emerging experience is reflected through changes in policyholder dividend scales as well as other policy adjustment mechanisms such as premium and benefit levels.

· Limits and restrictions may be introduced into the design of products to mitigate adverse policyholder behaviour or apply upper thresholds on certain benefits.

Expense Risk

Expense risk is the risk that future expenses are higher than the assumptions used in the pricing and valuation of products. This risk can arise from general economic conditions, unexpected increases in inflation, slower than anticipated growth, or reduction in productivity leading to increases in unit expenses. Expense risk occurs in products where we cannot or will not pass increased costs onto the Client and will manifest itself in the form of a liability increase or a reduction in expected future profits.

We closely monitor expenses through an annual budgeting process and ongoing monitoring of any expense gaps between unit expenses assumed in pricing and actual expenses.

Reinsurance Risk

We purchase reinsurance for certain risks underwritten by our various insurance businesses. Reinsurance risk is the risk of financial loss due to adverse developments in reinsurance markets (for example, discontinuance or diminution of reinsurance capacity, or an increase in the cost of reinsurance), insolvency of a reinsurer or inadequate reinsurance coverage.

Changes in reinsurance market conditions, including actions taken by reinsurers to increase rates on existing and new coverage and our ability to obtain appropriate reinsurance, may adversely impact the availability or cost of maintaining existing or securing new reinsurance capacity, with adverse impacts on our business strategies, profitability and financial position. There is a possibility of rate increases or renegotiation of some of the legacy reinsurance contracts by a few of our reinsurers, as they continue to review and optimize their business models. In addition, changes to the regulatory treatment of reinsurance arrangements could have an adverse impact on our capital position.

We have an Insurance Risk Policy and an Investment & Credit Risk Policy approved by the Risk Committee, which set acceptance criteria and processes to monitor the level of reinsurance ceded to any single reinsurer. These policies also set minimum criteria for determining which reinsurance companies qualify as suitable reinsurance counterparties having the capability, expertise, governance practices and financial capacity to assume the risks being considered. Additionally, these policies require that all agreements include provisions to allow action to be taken, such as recapture of ceded risk (at a potential cost to the Company), in the event that the reinsurer loses its legal ability to carry on business through insolvency or regulatory action. Periodic due diligence is performed on the reinsurance counterparties with which we do business and internal credit assessments are performed on reinsurance counterparties with which we have material exposure. Reinsurance counterparty credit exposures are monitored closely and reported annually to the Risk Committee.

New sales of our products can be discontinued or changed to reflect developments in the reinsurance markets. Rates for our in-force reinsurance treaties can be either guaranteed or adjustable for the life of the ceded policy. In order to diversify reinsurance risk, there is generally more than one reinsurer supporting a reinsurance pool.

Additional information on insurance risk can be found in Note 7 of our 2021 Annual Consolidated Financial Statements and in the Risk Factors section in the AIF.

iii. Credit Risk

Risk Description

Credit risk is the possibility of loss from amounts owed by our borrowers or financial counterparties. We are subject to credit risk in connection with issuers of securities held in our investment portfolio, debtors, structured securities, reinsurers, counterparties (including derivative, repurchase agreement and securities lending counterparties), other financial institutions and other entities. Losses may occur when a counterparty fails to make timely payments pursuant to the terms of the underlying contractual arrangement or when the counterparty’s credit rating or risk profile otherwise deteriorates. Credit risk can also arise in connection with deterioration in the value of, or ability to realize, any underlying security that may be used as collateral for the debt obligation. Credit risk can occur as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Events that result in defaults, impairments or downgrades of the securities in our

68 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

investment portfolio would cause the Company to record realized or unrealized losses and may cause an increase in our provisions for asset default, adversely impacting earnings.

Credit Risk Management Governance and Control

We employ a wide range of credit risk management practices and controls, as outlined below:

· Credit risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Risk Committee.

· Risk appetite limits have been established for credit risk.

· Income and regulatory capital sensitivities are monitored, managed and reported against pre-established risk limits.

· Comprehensive Investment and Credit Risk Management Policy, guidelines and practices are in place.

· Specific investment diversification requirements are in place, such as defined investment limits for asset class, geography, and industry.

· Risk-based credit portfolio, counterparty, and sector exposure limits have been established.

· Mandatory use of credit quality ratings for portfolio investments has been established and is reviewed regularly. These internal rating decisions for new fixed income investments and ongoing review of existing rating decisions are independently adjudicated by Corporate Risk Management.

· Comprehensive due diligence processes and ongoing credit analyses are conducted.

· Regulatory solvency requirements include risk-based capital requirements and are monitored regularly.

· Comprehensive compliance monitoring practices and procedures including reporting against pre-established investment limits are in place.

· Reinsurance exposures are monitored to ensure that no single reinsurer represents an undue level of credit risk.

· Stress-testing techniques, such as FCT, are used to measure the effects of large and sustained adverse credit developments.

· Insurance contract liabilities are established in accordance with Canadian actuarial standards of practice.

· Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

Our core principles of credit risk management include asset diversification, fundamental research and analysis of cash flows, proactive and continuous risk monitoring, active management and relative value assessment, all with the objective of optimizing risk-adjusted returns, with due consideration for the impacts of capital and taxation.

We rate fixed income investments primarily through the use of internally developed scorecards which combine an estimated probability of default and loss given default to determine an expected loss and credit risk rating. This rating is expressed using a 22-point scale that is generally consistent with those used by external rating agencies, and is based on detailed examination of the borrower’s, or issuer’s, credit quality and the characteristics of the specific instrument. The probability of default assessment is based on borrower-level or issuer-level analysis, which encompasses an assessment of industry risk, business strategy, competitiveness, strength of management and other financial information. The loss given default assessment is based on instrument-level analysis, which considers the impact of guarantees, covenants, liquidity and other structural features. These scorecards provide input to stochastic value-at-risk models and are used to stress test the portfolio, which provide insight into the distribution and characteristics of credit risk within our portfolios. In accordance with our policies and under normal circumstances, our ratings cannot be higher than the highest rating provided by certain Nationally Recognized Statistical Rating Organizations (“NRSROs”). Certain assets, including those in our sovereign debt and asset-backed securities portfolios, are assigned a rating based on ratings provided by NRSROs using a priority sequence order of Standard & Poor’s, Moody’s, Fitch and DBRS Limited.

Additional information on credit risk can be found in Note 6 of our 2021 Annual Consolidated Financial Statements and in the Risk Factors section in the AIF.

iv. Business and Strategic Risk

Risk Description

Business and strategic risk is the risk of loss from the inability to adequately identify, plan or implement an appropriate business strategy to achieve strategic and business objectives or adapt to changes in Client behaviours or the external business, economic, political, regulatory or environmental and social landscape.

Business and Strategic Risk Management Governance and Control

We employ a wide range of business and strategic risk management practices and controls, as outlined below:

· Business and strategic risk governance practices are in place, including independent monitoring, review and reporting to senior management, the Board and the Board Committees.

· Business and strategic risk is managed through our strategic and business planning process and controls over the implementation of these plans. These plans are reviewed and discussed at the executive level and the key themes, issues and risks emerging are discussed by the Board and the Board Committees.

· Our business and strategic plans are subject to approval by the Board, which also receives regular reviews of implementation progress against key business plan objectives.

· Comprehensive policies including the Risk Management Framework, Risk Appetite Policy, Product Design and Pricing Policy, Mergers and Acquisition Policy, Capital and Liquidity Management Framework and Capital Risk Policy are in place.

· Our corporate strategy and business objectives are established within the boundaries of the Risk Appetite Policy. Our business strategies and plans are designed to align with our risk appetite, our capital position and our financial performance objectives.

· Our risk appetite is periodically assessed, taking into consideration the economic and regulatory environments in which we operate.

· Merger, acquisition, strategic investments and divestiture transactions are governed by a Board-approved Merger and Acquisition Risk Management Policy and significant transactions require the approval of the Board.

· Stress-testing techniques, such as FCT, are used to measure the effects of large and sustained adverse scenarios.

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• Key and emerging risks are identified, monitored and reported, including emerging regulatory changes that may have a material impact on our finances, operations or reputation.

• Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

We regularly review and adapt our business strategies and plans to take account of changes in the external business, economic, political and regulatory environments in which we operate. Our business strategies and plans are designed to align with our risk appetite, our capital position and our financial performance objectives. We periodically reassess our risk appetite taking into consideration the economic, regulatory and competitive environment in which we operate.

Specific business and strategic risks are discussed below in further detail.

Economic and Political Risk

We operate in various geographies and our business and financial operations are susceptible to regional and global economic, political and regulatory changes. We may be affected by economic and capital markets conditions and economic shocks around the globe as a result of increasingly connected global markets. Factors such as changes in interest rates, foreign exchange rates, market volatility, housing prices, consumer spending, saving and debt, business investment and inflation around the globe can affect the business and economic environments in which we operate. Continued economic and political uncertainty may give rise to increased business and strategic risks including those associated with industry restructuring, mergers and acquisitions, changing competitive dynamics and changes in the legal, regulatory and tax regimes in which our businesses operate. In addition, adverse economic conditions often arise in conjunction with volatile and deteriorating capital markets conditions, which can have an adverse impact on Client behaviour and in turn on our sales and profitability, credit and financial strength ratings, and capital and liquidity positions.

Strategic Execution Risk

Our business strategies and plans are dependent on the successful execution of organizational and strategic initiatives designed to support the growth of our business. Our ability to manage the execution of these initiatives effectively and prioritize initiatives directly affects our ability to execute our strategies. Identifying and implementing the right set of initiatives is critical to achieving our business plan targets. Failure to identify and implement the right set of initiatives could also lead to cost structure challenges and inability to achieve our growth objectives.

Distribution Risk

Failure to achieve planned distribution scale could materially impact our financial and strategic objectives. This includes the inability to attract and retain intermediaries and agents at a cost that is financially feasible to the Company, or to develop digital sales and Client support capabilities and technologies. Distribution risk may also be influenced where our distribution or product strategy and related services (including digital sales and Client support capabilities and technologies) are not developed, modified or executed in line with our strategic objectives or in consideration of the changes in Client behaviour or our regulatory environment. In addition, the lack of a well-diversified distribution model in the jurisdictions in which we do business may cause over-reliance on agency channel or key partners.

Risks Relating to Mergers, Acquisitions, Divestitures and Strategic Investments

We regularly explore opportunities to selectively acquire other businesses or to divest ourselves of all or part of certain businesses, in support of our growth and strategic objectives. Any transaction that we enter into introduces a number of risks associated with economic, operational, strategic, financial, tax, legal, regulatory, compliance, and other factors.

There is a risk that we may be unable to make an appropriate acquisition in a desired market or business line or are unable to realize the financial and strategic benefits of the transactions due to competitive factors, regulatory requirements or other factors. There is a risk that the capital utilized to finance any transaction could limit our ability to deploy further capital to pursue other opportunities and initiatives. These risks could adversely impact our ability to achieve our financial and strategic objectives.

Our ability to realize the contemplated economic, financial, and strategic benefit of any transaction that we enter into is contingent on the effective separation and integration of the transferred businesses, restructuring or reorganization of related businesses, and motivating and retaining personnel to effectively execute these transactions. In addition, the integration of operations and differences in organizational culture may require the dedication of significant management resources, which may distract management’s attention from our day-to-day business. Anticipated cost synergies or other expected benefits may not materialize due to a failure to successfully integrate the acquired businesses with our existing operations. Any of these risks, if realized, could prevent us from achieving the expected results from a transaction or could impact our financial and strategic objectives.

To mitigate these risks, we have established procedures to govern the evaluation, execution and integration of merger and acquisition transactions. Regular updates on execution and integration risks relating to these transactions are provided to the Board, Board Committees and senior management committees, as appropriate, along with any mitigants developed to address such risks.

Competitive Environment

Competition from insurance companies, banks, asset managers, mutual fund companies, financial planners and other service providers (including new entrants and non-traditional financial services companies) is intense, and could adversely affect our business in certain countries.

The businesses in which we engage are highly competitive and our ability to sell our products is dependent on many factors, including scale, price and yields offered, distribution channels, digital capabilities, financial strength ratings, range of product lines and product and service quality, brand strength, investment performance, historical dividend levels and the ability to provide value added services to distributors and Clients. In certain markets, some of our competitors may be superior to us on one or more of these factors. Our competitors have significant potential to disrupt our

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business through targeted strategies to reduce our market share which may include targeting our key people or bancassurance partners and other distributors or aggressively pricing their products. Our ability to achieve our business plans and strategies depends significantly upon our capacity to anticipate and respond quickly to these competitive pressures.

Technology is driving rapid change in the financial services sector and is enabling new entrants to compete or offer services to our competitors to enhance their ability to compete in certain segments of the insurance, wealth and asset management markets. The emergence of new technologies such as robotic process automation, artificial intelligence, blockchain and advanced analytics may have an impact on the financial services sector and how companies interact with their stakeholders. Our current competitors or new entrants may use these or other new technologies to provide services in various areas such as customized pricing, proactive outreach to Clients and targeted marketing in order to strengthen their Client relationships and influence Client behaviour. The impact of disruption from changing technology and innovation by traditional and non-traditional competitors who may offer a better user experience, functionality or lower priced products and may have lower distribution costs will require us to adapt at a more rapid pace and may create margin pressures. The risk of disruption may also impact our distribution models as new and low cost digital-based business models emerge in connection with the distribution of financial services and products, such as insurtechs and robo-advisors. These risks are evolving rapidly with an increasing number of digital users and are difficult to anticipate and respond to proactively, and may adversely impact our profitability and financial position.

Investment Performance

Investment performance risk is the possibility that we fail to achieve the desired return objectives on our investment portfolio, or that our asset management businesses fail to design or execute investment strategies in order to achieve competitive returns on the products and managed accounts offered by these businesses. Failure to achieve investment objectives may adversely affect our revenue and profitability through slower growth prospects and adverse impacts on policyholder or Client behaviour.

Changes in Legal and Regulatory Environment

Most of our businesses are subject to extensive regulation and supervision. Changes to legislation, regulations or government policies, or the manner in which they are interpreted or enforced, may require that we make significant changes to our strategy, may result in increased implementation costs and diversion of resources to manage the change. These changes could impact financial reporting, accounting processes, capital requirements, the regulatory framework for our products and services, the regulation of selling practices, sales intermediaries (such as bancassurance) and product offerings (such as coverage for prescription drugs), solvency requirements, executive compensation, and corporate governance practices and could impose restrictions on our foreign operations (such as limits on foreign ownership of local companies). All of these changes could have an adverse effect on our business and operations. Our failure to comply with existing and evolving regulatory requirements could also result in regulatory sanctions and could affect our relationships with regulatory authorities and our ability to execute our business strategies and plans.

Environmental and Social Risk

Our financial performance, operations, and reputation may be adversely affected if we do not adequately prepare for the direct or indirect negative impacts of environmental and social risks. Environmental and social risk include but are not limited to environmental damage on properties owned or managed by us and climate change related physical and transition risks, public health issues and issues of inequality.

Business units in our Asset Management pillar integrate environmental (as well as social and governance - ESG) considerations in their investment decision-making for Sun Life assets and Client assets. Existing and potential ESG risks are incorporated into initial and ongoing reviews and assessments of public equities and fixed income, private fixed income, real estate, infrastructure and commercial mortgage investments. In addition, we monitor our third party managers in the asset management, general account and fund platform businesses through our International Investment Centre. This centre functions as an investment research and consulting group. In the due diligence and monitoring of third-party managers, it assesses each manager’s incorporation of ESG into its investment processes, as well as other relevant sustainability factors, and monitors them on an ongoing basis.

We engage in and monitor environmental, social and broader sustainability developments in part through our participation as a signatory to the United Nations-supported Principles for Responsible Investment (“PRI”), United Nations Environment Programme - Finance Initiative (“UNEPFI”), Climate Action 100+, Climate Engagement Canada and CDP (formerly the Carbon Disclosure Project). Our Chief Sustainability Officer leads enterprise-wide efforts to embed sustainable practices across our businesses and help drive further actions that create a cleaner, more inclusive, and sustainable future, in line with our enterprise strategy and our Purpose. Our International Sustainability Council, composed of senior executives from each of our businesses, key functions and regions convenes on broad sustainability issues. Members are responsible for implementation of our sustainability plan, through the areas of focus that align with their business. They champion, influence and drive action. We report on sustainability performance, including reporting related to climate change, the environment and social issues, in our annual Sustainability Report, available at sunlife.com/sustainability.

Climate Change

Climate change is one of the defining issues of our time. The scientific community has demonstrated that the world is warming. Governments, regulators, investors, clients and other stakeholders are increasing efforts to tackle this global issue. The UN Secretary-General referred to the Intergovernmental Panel on Climate Change (“IPCC”) Working Group 1 report released in 2021 as “code red for humanity”. We believe that it is incumbent upon us to respond and to take actions that support the goal of the Paris Agreement to limit the global temperature increase in this century to well below 2 degrees Celsius compared to pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5 degrees Celsius above pre-industrial levels.

Climate change presents risks of varying timelines to our business, with complex and broad potential impacts. As the commitments we make to our Clients may extend decades into the future, the risks related to climate change impacts exist within the solutions we are providing to our Clients today. Our Purpose of helping our Clients achieve lifetime financial security and live healthier lives cannot be achieved without a sound approach to climate change that supports the transition to a lower-carbon future. Our Purpose can best be realized through the integration of this thinking

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across our businesses, and through working collaboratively with other stakeholders towards a common goal of avoiding the worst effects of climate change. We have set a goal to achieve net-zero greenhouse gas (“GHG”) emissions by 2050. (Refer to Metrics and Targets for additional details.)

Our climate strategy includes the following elements:

• We recognize that as a long-term investor, we have the opportunity to be part of the solution to this global challenge and invest proactively in assets and businesses that support a transition to a lower-carbon economy.

• We assess climate-related impacts on our businesses and investments with the aim of prudently managing them to realize our commitments, while acknowledging the challenges of uncertainty and imperfect data to inform such decisions.

• We are committed to advocacy and collaboration with governments, regulators, investors, and industry leaders to develop supportive net-zero programs and policies that pave a path towards decarbonization.

• We advocate for better data and disclosures, so we can make better-informed assessments of climate-related risks. We support the actions of regulators to require reporting aligned to the recommendations of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures (“TCFD”), and welcome ongoing efforts to improve disclosure standards.

• We commit to continuously improving our climate-related measurement, monitoring and reporting.

• We are focused on reducing climate impact and strengthening the resilience of our own operations around the world, as well as the properties that we own in our investment portfolio.

We commit to working together across industries, with our Clients, investees and other stakeholders to contribute to solving this global challenge. We recognize that we do not yet have the answers to this complex topic.

Our strategy will evolve over time, building on our experience and external developments.

TCFD Disclosures

We support the recommendations of the TCFD. The following sets out our climate-related disclosures in line with these recommendations, which are structured around four themes that represent core elements of how organizations operate: strategy, governance, risk management, and metrics and targets.

A dedicated senior executive steering committee guides our implementation of TCFD recommendations. Refer to Governance, below, for further details.

Strategy

Climate change is an important issue with potential implications for us as an asset management and insurance company. Similar to our previous experience with Financial Condition Testing (“FCT”), external research indicates climate change risks are not expected to have a material impact on the liability side of life insurance portfolios over the shorter-term and that the greater risk in the shorter-term is expected to be to the asset side of life insurance portfolios⁽¹⁾.

With respect to investments, our approach for climate change encompasses both a risk and opportunity viewpoint.

A transition to a lower carbon economy could affect asset values. Portfolio investments in coal, conventional oil and oil sands producers, utilities and related fossil fuel industries, railways and pipelines, as well as markets that depend on these industries, may be subject to additional financial risk as a result of changes in regulation, cost of capital, consumer preferences and competition from renewable energy companies leading to lower overall profitability and/or stranded assets (assets for which the investment costs cannot be recovered as intended).

Physical climate impacts could affect investments in real assets such as real estate, commercial mortgages, and infrastructure, as well as our own operations, and operations and revenues of our Clients and businesses across our portfolios. Risks may result from increased severity and frequency of extreme weather events and from longer-term shifts in climate patterns.

For further discussion of potential climate-related risks, please refer to Environmental and Social Risk in our 2021 AIF under Risk Factors – Business and Strategic Risk.

Climate-related opportunities include those related to sustainability and green bonds, and investments in developing resilient and adaptive real estate and infrastructure as well as renewable energy and other assets and businesses that support a transition to a low-carbon economy. Many companies and industries are benefiting from climate change-related tailwinds, such as mobility (vehicle electrification), energy efficiency services, battery technology and renewables. Through our ESG integration efforts, we seek to identify these investment opportunities in both public and private markets in both direct (real estate, infrastructure) and securitized investments. We were the first life insurer globally to issue a sustainability bond. Sustainability bonds can play a role in supporting the transition to a lower-carbon economy. Through our Asset Management pillar, we are well-positioned to invest in this transition. Asset management is delivered by SLC Management, InfraRed, BGO and Crescent, all of which operate under the SLC Management brand, as well as by MFS. Climate-related investing strategies for our asset management businesses are highlighted below.

• SLC Management invests in sustainable infrastructure around the world through its platform of public and private fixed income investments. Sustainable infrastructure categories include renewable energy, energy efficiency, and clean transportation.

• InfraRed invests in and manages social infrastructure and energy efficiency, low-carbon generation, and renewable energy projects, which advances our sustainable investment options for institutional Clients while complementing our focus on sustainable investing and climate change.

⁽¹⁾ The Geneva Association. 2021. Climate Change Risk Assessment for the Insurance Industry. February. Authors: Maryam Golnaraghi and the Geneva Association Task Force on Climate Change Risk Assessment for the Insurance Industry

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• BGO proactively addresses climate risks at the property and portfolio levels through strategic planning that assesses and mitigates critical vulnerabilities and builds adaptive capacity. BGO utilizes its award-winning proprietary resilience tool that combines industry research with predictive climate modelling to deliver tailor-made climate resilience adaptation plans across our portfolios. These efforts help BGO to drive for long-term returns for Clients and investors.

• Crescent’s investment decisions are guided by Clients’ long-term interests, which are served through the incorporation of ESG considerations, including those related to climate change. Where possible, Crescent seeks to engage collaboratively with portfolio companies on topics such as carbon emissions measurement and reporting and energy efficiency.

• As long-term investors in public issuers, MFS assesses climate change as a key investment decision factor at both the issuer level and portfolio level. MFS also regularly engages with companies to encourage better disclosure and management of climate-related risks and opportunities. In 2021, MFS published its Climate Manifesto which outlines its beliefs and purpose as an investor with regard to the risks and opportunities associated with climate change and the goal of achieving net zero emissions by 2050.

As longer-term investors, we believe that integrating climate change as a key element of investment decision-making can be a source of competitive advantage for two reasons: we believe it should lead to stronger risk-adjusted returns for Clients over time, and stronger ESG investment ratings from groups like the PRI, Morningstar, GRESB (formerly Global Real Estate Sustainability Benchmark) and others are increasingly key decision factors for Clients. As participants in Climate Engagement Canada and Climate Action 100+ investor initiatives, we engage some of the world’s largest corporate GHG emitters with whom we have investments, to ensure their climate related goals and objectives align with those of the Company and our Clients.

The same principles are used in the selection and monitoring of third-party investment managers that we engage to invest assets on behalf of our Clients in group retirement savings plans. We recognize that our Clients are increasingly bringing a sustainable investment lens to our solutions. Our proprietary ESG integration evaluation framework helps sponsors of Sun Life Canada group retirement plans make informed decisions about the investment options they make available to their employees in their workplace plans. The evaluation framework uses detailed criteria in three key areas: Firm Policies, Investment Process and Active Ownership.

Our previous work with climate change scenarios, as part of our FCT, provided insight into the impact of climate-related risks. In 2021, we participated in a climate scenario analysis pilot project between the Bank of Canada, OSFI, and a small group of Canadian financial institutions. The scenarios that were developed focused on transition risks. They were designed to capture a range of potential outcomes and illustrate the kinds of stresses on the financial system and economy that could occur as the world transitions to a lower-carbon future. Scenarios were not intended to be forecasts or predictions. The findings of the pilot are broadly consistent with our past understanding of sectors that are most likely to be affected by potential climate change transition impacts and the implications of delaying policy action. While the pilot analyzed a sample of general account assets managed by SLC Management, other asset management affiliate companies also have been progressing their work on climate scenario analysis.

The pilot experience was valuable in deepening our understanding of potential carbon transition impacts, helping develop needed skill-sets, and better understanding the degree of resources and technical expertise required for this type of analysis. Participation in the pilot highlighted the important role industry initiatives can play in accelerating the timelines by which these capabilities can be developed in comparison to individual institutions working in isolation.

We support The Bank of Canada and OSFI’s commitment to better understanding and assessing climate-related risks to the Canadian economy and financial system and to supporting financial institutions in building their capacity for climate-related risk assessment and management.

Governance

Three Board Committees have oversight over aspects of climate change.

• The GICRC provides oversight of our enterprise-wide Sustainability Policy and sustainability program, including reviewing and recommending approval of the annual Sustainability Report and Sustainability Plan to the Board. The GICRC monitors progress on sustainability plan implementation, goals and targets, including greenhouse gas (“GHG”) emissions performance.

• The Risk Committee provides enterprise-wide oversight of the management of current and emerging risks, including of climate-related risks and, broadly, environmental risks. For more detail on the Risk Committee’s role, refer to Risk Management in this section.

• The Audit Committee has oversight of all financial disclosures in the financial statements and MD&A, including those related to climate change.

The Board has ultimate oversight of climate change issues, and uses reports from the Board Committee Chairs noted above, and other direct presentations by management and external experts, to decide on the nature and extent of its input and to provide challenge, advice and guidance to senior management on the enterprise approach to climate change.

At the management level, the Chief Sustainability Officer, Chief Legal Officer, Chief Risk Officer, and Chief Investment Officer play key roles in assessing and managing climate-related risks and opportunities.

• Our Chief Sustainability Officer has overall accountability for sustainability, including climate change, across the enterprise. This accountability includes setting strategy and the governance framework for our organization. Climate Change is part of the Trusted and Responsible Business foundation of our sustainability plan (available at sunlife.com/sustainability). As stated above, the Chief Sustainability Officer chairs our International Sustainability Council.

• Our Chief Legal Officer served as executive sponsor of sustainability prior to the appointment of the Chief Sustainability Officer, and through 2021 has chaired our senior executive TCFD steering committee with representation from Enterprise Risk Management, Finance, Asset Management, and Sustainability.

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• Our Chief Risk Officer is responsible for leading the Risk Management function (as noted above in Risk Management sections 2 and 7). Key and emerging risks are monitored and reported to the Risk Committee of the Board.

• The Chief Investment Officer chairs the Sustainability Committee and Sustainable Investment Council within SLC Management. The Sustainability Committee is responsible for setting strategic direction related to sustainability and ESG matters and sets priorities on key sustainability initiatives across SLC Management. The Sustainable Investment Council oversees the integration of material ESG factors, including climate change, into the investment process. SLC Management’s Global Head of ESG, appointed in 2021, is responsible for leading ESG strategies for SLC Management that deliver on Client mandates by building resilience, environmental and social performance, and risk mitigation into the firm’s investment management activities. With the role being added in 2021, SLC Management is assessing its governance around sustainability and climate change.

At MFS, three governance bodies have responsibility for sustainable investing and stewardship activities. These groups set sustainable investing strategy, monitor progress and broadly ensure that MFS considers material risks such as climate change in its investment activities:

• MFS Sustainability Executive Group (SEG) oversees MFS’ sustainability strategy (membership includes MFS’ CEO, President, Chief Investment Office, Head of Sustainability and Stewardship, General Counsel and other senior leaders directly responsible for the integration of sustainability across the firm).

• MFS Responsible Investing Committee (membership includes MFS’ president, general counsel and chief compliance officer), and

• MFS Proxy Voting Committee (membership includes senior leaders from MFS’ investment, legal, compliance and global investment operations departments).

In addition, MFS’ head of sustainable investing and stewardship chairs a sustainable investing steering group with members from across asset classes and investment styles. The steering group established a climate change working group to stimulate discussions across the investment team and develop practical frameworks to inform MFS’ investment decision-making process and corporate engagement strategy in these areas.

We anticipate evolving our governance structures over time to ensure we maintain effective decision-making and appropriate accountability.

Risk Management

Climate risk management is integrated into our Risk Framework, Governance, and supporting processes (as noted in preceding sections 1 through 8 and under Governance above).

Our definition of climate risk includes physical impacts of climate change and impacts of the transition to a lower-carbon economy. These impacts can include, but are not limited to, damage to owned and operated real assets including real estate and infrastructure, a reduction in the values of investments in public and private fixed income and non-fixed income assets tied to fossil fuels and carbon intensive industries, litigation risk to a company or sector in which we invest, health impacts to affected populations, and socio-economic, geo-political and regulatory changes.

From an investment perspective, climate-related risks (where material to an industry or asset class) are integrated into the risk management process as we look to make long-term investments that are better positioned to withstand issues related to climate change. We incorporate a number of different analyses into our assessment of climate risks through both stand-alone analysis of physical risks by geographic region and through the assessment of business model and carbon transition risks. Climate-related risk types monitored may include acute and chronic physical risks and transition risks related to current and emerging regulation, legal, technology, market and reputation or consumer preferences.

Each of the Company’s asset management businesses takes its own approach to identifying, assessing, monitoring and responding to climate-related risks and opportunities, based on the asset classes it invests in. Examples of approaches include:

• proprietary climate risk surveys to identify, assess and respond to climate-related risks and opportunities,

• portfolio and asset level risk analysis to inform investment decisions and resilience plans,

• emissions data analysis,

• stranded asset modeling,

• carbon intensity monitoring and benchmarking, and

• individual as well as collaborative engagements on topics such as decarbonization.

Approaches are refined periodically. For example, in 2021, SLC Management updated its proprietary ESG Plus scoring methodology to place a larger emphasis on emissions profiles for non-financial corporates. This enhanced analysis looks to standardize the assessment of transition risks and to continue to build capabilities within our investment teams around company-level carbon assessments. When considering a longer term investment in fossil fuel related companies, SLC Management reviews the companies’ carbon reduction plans and ability to transition to a lower-carbon future.

Additionally, an environmental issue, whether caused by climate change or other factors, on a property owned or operated by us could have financial or reputational impacts. We maintain an environmental risk management program to help monitor and manage real estate investment assets from losses due to environmental issues and to ensure compliance with applicable laws. We maintain insurance policies to cover certain environmental risks on owned assets. We have implemented a business continuity program to facilitate the recovery of critical business operations if an environmental issue affects a location where we conduct operations. The Company’s corporate real estate group, together with our building owners and property managers, assesses the potential effects of climate change-related hazards and examines ways to improve the ability of our buildings to withstand these hazards. These hazards include tornadoes, flash floods, ice storms and coastline flooding.

Metrics and Targets

The Company has set a goal to achieve net-zero GHG emissions by 2050 for both its investments and operations with interim targets to be announced in 2022. As an asset owner, the Company plans to achieve net-zero GHG emissions in its general account, managed by SLC Management. MFS, SLGI Asset Management and SLC Management companies InfraRed and BGO have joined the Net Zero Asset Managers initiative, an international group of asset managers committed to supporting the goal of net-zero emissions by 2050 or sooner.

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We will target a 50% absolute reduction of GHG emissions in our operations by 2030, relative to 2019. This target includes emissions reductions from our offices and corporate travel⁽¹⁾. We will realign our GHG emissions reporting in 2022 with this new target. We have also set a goal of carbon-neutrality for our global operations beginning in 2021, to be achieved through reduction efforts and the purchase of high-quality offsets for the remainder.

The Company is targeting $20 billion in new sustainable investments from 2021 to 2025 across its general account and Client investments, which are managed by SLC Management. Investments include, but are not limited to, renewable energy, energy efficiency, sustainable buildings, clean transportation, water management, and social infrastructure projects.

We report our global Scope 1 and Scope 2 GHG emissions from company-occupied real estate and real estate investments under our financial control as well as Scope 3 GHG emissions⁽²⁾ from corporate travel and as available, real estate-related sources such as water, waste and tenant- or landlord-paid utilities in our annual Sustainability Report available at www.sunlife.com/sustainability.

Please refer to Environmental and Social Risk in our AIF for additional climate-related risk discussion.

v. Operational Risk

Risk Description

Operational risk is the risk of loss (financial and non-financial) resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk is present in all of our business activities and encompasses a broad range of risks as described below. Operational risk is embedded in the practices utilized to manage other risks and, therefore, if not managed effectively, operational risk can impact our ability to manage other key risks.

Operational Risk Management Governance and Control

We employ a wide range of operational risk management practices and controls, as outlined below:

• Operational risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Board Committees.

• Risk appetite limits have been established in Operational Risk.

• Comprehensive Operational Risk Management Framework, Policies, guidelines and practices are in place.

• Our governance practices, corporate values, Code of Conduct and Company-wide approach to managing risk set the foundation for mitigating operational risks.

• Our Code of Conduct sets the tone for a strong ethical culture, and we regularly review and update the Code of Conduct to ensure that it continues to meet the expectations of regulators and other stakeholders. All our directors and employees must reconfirm annually their understanding of and commitment to comply with the Code of Conduct.

• We have established appropriate internal controls and systems for talent acquisition, rewards and development programs that attract, build and retain top talent and create strong succession plans as well as compensation programs, and we provide ongoing training to our people.

• We conduct regular monitoring of employee engagement to ensure we create and maintain a work environment where all employees are welcome and able to contribute effectively.

• Stress-testing techniques, such as FCT, are used to measure the effects of large and sustained adverse scenarios.

• We mitigate a portion of our operational risk exposure through our corporate insurance program by purchasing insurance coverage that seeks to provide insurance against unexpected material losses resulting from events such as criminal activity, property loss or damage and liability exposures, or that satisfies legal requirements and contractual obligations.

• Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

Specific operational risks and our risk management strategies are discussed below in further detail and in the Risk Factor section in the AIF.

Information Security and Privacy Risks

Information and technology are used in almost all aspects of our business and operations. As part of our Client strategy, we continue to enhance the digital side of our business to support and enable new business models and processes, that are more personal, proactive and predictive.

Our business and the successful implementation of our digital strategy are dependent on various factors including maintaining a secure environment for our Clients, employees and other parties’ information. This requires the effective and secure use, management and oversight of information and physical assets. We engage with various stakeholders and leverage emerging technologies, including digital, mobile applications, cloud computing, artificial intelligence and robotic process automation. These technologies are used to collect, process and maintain information relating to business transactions and financial reporting, as well as the personal information of our Clients and employees. We also obtain services from a wide range of third-party service providers and have outsourced some business and information technology functions in various jurisdictions.

⁽¹⁾ Scope 1 and 2 emissions of corporate offices globally, and Scope 3 emissions resulting from the water supply and landlord-paid utility services to these offices, as well as from corporate travel, per the GHG Protocol.

⁽²⁾ Scope 3 emissions related to utilities for Corporate Real Estate where utility bills are paid by the landlord are prorated for Sun Life’s share of the building’s total gross leasable area and Real Estate Investment properties only include consumption where there is submetering. Scope 3 emissions from utilities that are directly billed to third party is excluded from reporting as it is considered outside of Sun Life’s financial control.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 75

There continues to be an increasing number of information security compromises and privacy breaches across industry sectors, governments and individuals. The increasing scope and complexity of malicious activity poses a significant risk to our systems and these risks may be exacerbated by the breadth of our operations, our geographic footprint and the complexity of our technology systems. The risk of information security compromises and privacy breaches has also increased during the COVID-19 pandemic as individuals continue remote working arrangements. A serious security or privacy breach of either an internal or third-party service provider’s computer system that contains sensitive business, Client and/or employee information may result in business interruption, theft or misuse of confidential information, regulatory penalties and scrutiny, litigation, reputational damage and may have an adverse impact on current and future business opportunities with our Clients, employees and business relationships.

We continue investing in people, processes and technology to strengthen our abilities to respond to the evolving threat landscape. Our Information Security framework is overseen by the Chief Information Security Officer, supported by senior leadership and by our Operational Risk Management Framework. Our information security framework and governance controls (policies, procedures, training) are aligned with recognized industry standards and are compliant with applicable laws and regulations.

Our well-established security controls and processes are intent on protecting our information and computer systems and the information entrusted to us by our Clients and employees. Our protection strategy leverages information security risk assessments and privacy impact assessments to evaluate potential risks. The security framework also includes technology and process safeguards and regularly promotes secure behavioural practices. As part of our layered security approach, we deliver general security awareness training sessions to all employees every year that is reinforced with regular awareness resources and activities.

Many jurisdictions in which we do business are developing and implementing cyber security reporting requirements and more stringent consumer privacy legislation. Our global privacy program monitors adherence to our global privacy commitments, local laws and local privacy policies. We have also established a network of privacy officers across the Company who monitor emerging privacy legislation and provide guidance on handling personal information and help manage, report and resolve any privacy incidents that may occur. We also conduct privacy training, provide regular monitoring and reporting and carry cyber risk insurance to help mitigate the impact of privacy incidents.

Human Resources Risk

Our ability to achieve business objectives can be adversely affected if we are unable to attract, retain or effectively deploy resources with the in-depth knowledge and necessary skills required, or are unable to design compensation programs that effectively drive employee behaviour. Failure to manage Human Resources risk can also lead to direct financial and reputational loss including losses arising from activity that is inconsistent with Human Rights or employment laws or health and safety regulations.

To mitigate this risk, we have comprehensive Human Resource policies, practices and programs in place to ensure compliance with employment legislation, minimize the risk of employee misconduct, and proactively develop employee skills, capabilities and behaviours to meet future business needs.

Regulatory Compliance, Legal and Conduct Risk

We are subject to extensive regulatory oversight by financial services regulators in the jurisdictions in which we conduct business. In recent years, there has been an increased focus by regulators globally on Client fairness, conduct, anti-money laundering, privacy and data governance. Failure to comply with applicable laws or to conduct our business consistent with changing regulatory or public expectations could adversely impact our reputation and may lead to regulatory investigations, examinations, proceedings, settlements, penalties, fines, restrictions on our business, litigation or an inability to carry out our business strategy.

Our Chief Compliance Officer oversees our comprehensive Enterprise-wide compliance framework, which is consistent with regulatory guidance from OSFI and other regulators. This framework promotes proactive, risk-based management of compliance and regulatory risk, and includes Enterprise-wide and business segment policies, standards and operating guidelines, programs to promote awareness of laws and regulations that impact us, ongoing monitoring of emerging legal issues and regulatory changes and training programs. The employee training programs include anti-money laundering and anti-terrorist financing, anti-bribery and corruption, privacy and information security risk management. Effective governance, oversight and implementation is a coordinated effort between first and second lines of defense functions. Second line oversight relies on a network of compliance officers. In addition to the second line, the general counsel in each business segment provides advice. The Chief Compliance Officer reports regularly to the Board and Board Committees on the state of compliance, key compliance risks, emerging regulatory trends, escalation of key issues and key risk indicators.

Information Technology Risk

The use of technology and computer systems is essential in supporting and maintaining business operations. We use technology to support virtually all aspects of our business and operations. The rapidly changing business environment increases the risk of our technology strategy not being agile enough to adapt to new business demands in a timely manner leading to financial losses, increased costs and the inability to meet Client needs.

To manage the risks associated with our technology infrastructure and applications, we have implemented a number of policies, directives and controls through our technology approval and risk governance model to ensure ongoing systems availability, stability and currency.

Third-Party Risk

We engage in a variety of third-party relationships, including with distributors, independent contractors, outsourcing service providers and suppliers. Our profitability or reputation could be impacted if these third parties are unable to meet their ongoing service commitments or fail to perform to expected standards.

To manage these risks, we have established Company-wide policies and guidelines which are consistent with OSFI’s and other local regulatory requirements, and which set out our requirements to identify, assess, manage, monitor and report on third-party risks. Our program includes third-

76 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

party risk assessments and enhanced due diligence if a supplier will have access to any personal data and/or confidential information or access to non-public systems. The key elements and risks associated with the third party are documented in the form of a written agreement, and the company monitors performance of its third parties in a manner that is commensurate to the size, risk, scope and complexity of the third-party relationship.

Business Disruption Risk

Our businesses are dependent on the availability of trained employees, physical locations to conduct operations and access to technology. A significant business disruption to our operations can result if one or more of these key elements are negatively impacted. System disruptions as well as unanticipated events, including pandemics, can negatively affect staff, preventing them from getting to work or from operating business processes.

To manage this risk, we have implemented a business continuity program to facilitate the recovery of critical business operations. This program encompasses business continuity, crisis management and disaster recovery planning. Our policy, guidelines and operating procedures establish consistent processes designed to ensure that key business functions can continue and normal operations can resume effectively and efficiently should a major disruption occur. In addition, to regularly update and test business continuity plans for critical business operations, we conduct mandatory business continuity awareness training for all employees annually and have off-site backup facilities and failover capability designed to minimize downtime and accelerate recovery time in the event of a major disruption.

Model Risk

We use complex models to support many business functions including product development and pricing, capital management, valuation, financial reporting, planning, hedging, asset-liability management, risk management and advanced analytics (such as artificial intelligence, predictive modeling and decision making algorithms). Model risk is the risk of loss, either in the form of financial loss, inappropriate or poor business decisions, damage to reputation, or other adverse impact, arising from inaccurate model outputs or incorrect use or interpretation of model outputs.

To manage model risk, we have established robust, Company-wide model risk management procedures over the models’ life cycle with respect to building, using, changing and retiring models. The policy and operating guidelines set out minimum, risk-based requirements to ensure that models are effectively controlled, maintained and appropriately understood by users.

Information Management Risk

As an international provider of financial services, we deal with extensive information across a number of countries. Information management risk is the inability to capture, manage, retain and appropriately dispose of business records, the inability to provide data that is fit for purpose, accurate, complete or timely to support business decisions, and the inability to manage data location and cross-border appropriately. Failure to manage these risks could have financial or reputational impacts, and may lead to regulatory proceedings, penalties and litigation.

To manage and monitor information management risk, we have an internal control framework, data governance and record management practices in place. Additional information on operational risk can be found in the Risk Factors section in the AIF.

vi. Liquidity Risk

Risk Description

Liquidity risk is the possibility that we will not be able to fund all cash outflow commitments and collateral requirements as they fall due. This includes the risk of being forced to sell assets at depressed prices resulting in realized losses on sale. This risk also includes restrictions on our ability to efficiently allocate capital among our subsidiaries due to various market and regulatory constraints on the movement of funds. Our funding obligations arise in connection with the payment of policyholder benefits, expenses, reinsurance settlements, asset purchases, investment commitments, interest on debt, and dividends on common and preferred shares. Sources of available cash flow include general fund premiums and deposits, investment related inflows (such as maturities, principal repayments, investment income and proceeds of asset sales), proceeds generated from financing activities, and dividends and interest payments from subsidiaries. We have various financing transactions and derivative contracts under which we may be required to pledge collateral or to make payments to our counterparties for the decline in market value of specified assets. The amount of collateral or payments required may increase under certain circumstances (such as changes to interest rates, credit spreads, equity markets or foreign exchange rates), which could adversely affect our liquidity.

Liquidity Risk Management Governance and Control

We generally maintain a conservative liquidity position and employ a wide range of liquidity risk management practices and controls, which are described below:

• Liquidity risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Risk Committee.

• Liquidity is managed in accordance with our Asset Liability Management Policy and operating guidelines.

• Liquidity contingency plans are maintained for the management of liquidity in a liquidity event.

• Stress testing is performed by comparing liquidity coverage risk metrics under a one-month stress scenario to our policy thresholds. These liquidity coverage risk metrics are measured and managed at the enterprise and legal entity levels.

• Stress testing of our collateral is performed by comparing collateral coverage ratios to our policy thresholds.

• Cash Management and asset-liability management programs support our ability to maintain our financial position by ensuring that sufficient cash flow and liquid assets are available to cover potential funding requirements. We invest in various types of assets with a view of matching them to our liabilities of various durations.

• Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

• We actively manage and monitor our capital and asset levels, and the diversification and credit quality of our investments.

• Various credit facilities for general corporate purposes are maintained.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 77

The following table summarizes the contractual maturities of our significant financial liabilities and contractual commitments as at December 31, 2021 and 2020:
Financial Liabilities and Contractual Obligations
December 31, 2021		Within		1 year to		3 years to		Over
($ millions)		1 year		3 years		5 years		5 years		Total
Insurance and investment contract liabilities(1)	$	14,781	$	8,271	$	8,383	$	344,533	$	375,968
Senior debentures and unsecured financing(2)		14		28		28		555		625
Subordinated debt(2)		188		375		375		7,587		8,525
Bond repurchase agreements		2,324		—		—		—		2,324
Accounts payable and accrued expenses(3)		7,284		—		—		—		7,284
Lease liabilities(4)		151		276		188		335		950
Secured borrowings from mortgage securitization		150		377		869		817		2,213
Borrowed funds(2)		116		94		51		229		490
Credit facilities(3)		441		—		—		—		441
Total liabilities	$	25,449	$	9,421	$	9,894	$	354,056	$	398,820
Contractual commitments:(5)
Contractual loans, equities and mortgages	$	1,184	$	1,023	$	407	$	1,597	$	4,211
Total contractual commitments	$	1,184	$	1,023	$	407	$	1,597	$	4,211
December 31, 2020   ($ millions)	Within 1 year		1 year to 3 years		3 years to 5 years		Over 5 years		Total
Insurance and investment contract liabilities(1)	$	14,735	$	8,317	$	8,641	$	311,570	$	343,263
Senior debentures and unsecured financing(2)		323		28		28		555		934
Subordinated debt(2)		143		285		285		5,661		6,374
Bond repurchase agreements		2,208		—		—		—		2,208
Accounts payable and accrued expenses(3)		6,992		—		—		—		6,992
Lease liabilities(4)		157		287		226		412		1,082
Secured borrowings from mortgage securitization		292		219		741		865		2,117
Borrowed funds(2)		54		128		32		256		470
Credit facilities(3)		338		—		—		—		338
Total liabilities	$	25,242	$	9,264	$	9,953	$	319,319	$	363,778
Contractual commitments:(5) Contractual loans, equities and mortgages	$	777	$	799	$	553	$	1,454	$	3,583
Total contractual commitments	$	777	$	799	$	553	$	1,454	$	3,583
(1)  These amounts represent the undiscounted estimated cash flows of insurance and investment contract liabilities on our Consolidated Statements of Financial Position. These cash flows include estimates related to the timing and payment of death and disability claims, policy surrenders, policy maturities, annuity payments, minimum guarantees on segregated fund products, policyholder dividends, amounts on deposit, commissions and premium taxes offset by contractual future premiums and fees on in-force contracts. These estimated cash flows are based on the best estimated assumptions used in the determination of insurance and investment contract liabilities. Due to the use of assumptions, actual cash flows will differ from these estimates.
(2)  Payments due based on maturity dates and include expected interest payments. Actual redemption of certain securities may occur sooner as some include an option for the issuer to call the security at par at an earlier date.
(3)  Reflects a change in presentation for our credit facility effective January 1, 2020. We have updated our prior period to reflect this change in presentation. (4) Lease liabilities are included on the Consolidated Statements of Financial Position due to the implementation of IFRS 16 Leases (“IFRS 16”). (5)  Contractual commitments and operating lease commitments are not reported on our Consolidated Financial Statements. Additional information on these commitments is included in Note 23 of our 2021 Annual Consolidated Financial Statements.

Additional information on liquidity risk can be found in Note 10 of our 2021 Annual Consolidated Financial Statements and the Risk Factors section in the 2021 AIF.

78 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

vii. Other Risks

Risks relating to the COVID-19 Pandemic

Pandemics, epidemics or outbreaks of an infectious disease could have an adverse impact on our results, business, financial condition or liquidity, and could result in changes to the way we operate. The COVID-19 pandemic and the measures imposed by governments around the world to limit its spread including travel restrictions, business closures, social distancing protocols, school closures, quarantines, and restrictions on gatherings and events, have disrupted the global economy, financial markets, supply chains, business activity and productivity in unprecedented ways. The duration and impacts of the COVID-19 pandemic in the countries in which we operate are varied and cannot currently be determined. Containment measures continue to impact global economic activity, including the pace and magnitude of recovery as well as contributing to increased market volatility supply chain disruptions, inflationary pressures, and changes to the macroeconomic environment. Governments, monetary authorities, regulators and financial institutions, have taken, and continue to take, actions in support of the economy and financial system. These actions include fiscal, monetary and other financial measures to increase liquidity, and to provide financial aid to individuals and businesses. While some programs and temporary measures have come to an end, others remain in place or have continued to be developed in an effort to support the economy. Additional risks are emerging around governments’ withdrawal of COVID-19 pandemic support measures, and how they will seek to finance the unprecedented level of support. If the COVID-19 pandemic is prolonged, the adverse impact on the global economy could deepen, augmenting financial market declines or volatility, corporate insolvency risks and negative household wealth impacts. The continuing or worsening of the economic and market conditions caused by the COVID-19 pandemic, and impact on clients, industries and individual countries could have a material adverse effect on our businesses including sales, fee income, investment performance, expenses, results of operations, corporate reputation and financial condition. Sustained adverse effects could negatively impact profitability and also make it difficult for us to access capital markets, could impact our liquidity and capital position, or may result in downgrades in our credit ratings. To the extent the COVID-19 pandemic adversely affects our business, results of operations, corporate reputation and financial condition, it may also have the effect of heightening many of the other risks described in the Risk Factors section in our AIF and section J - Risk Management in this document. This includes, but is not limited to:

• Market risks, such as equity, interest rates and spread, real estate, and foreign currency risks, including impact on fee income;

• Insurance risk, including higher than expected mortality and, morbidity claims and adverse policyholder behaviour including but not limited to higher than expected policy lapses, withdrawals, and surrenders;

• Credit risk, including defaults, impairments and downgrades;

• Business and strategic risk including economic and political risk, business strategy implementation risk, distribution risk, expense risk, changes in Client behaviour, sales, investment performance, and changes in legal and regulatory environment;

• Operational risk, including information security and privacy risk, human resources risks, regulatory compliance, legal and conduct risk, information technology risk, processing risk, third-party risk, and business disruption risk, and change management risk with the need to quickly implement and execute new programs and procedures to support Clients, advisors, employees, products, and services; and

• Liquidity risk including collateral, and payment deferrals on invested assets or policyholder insurance premium impacts.

While rising vaccination rates have supported an easing of containment measures in some geographies, progress towards re-opening has been accompanied by resurgences in the spread of COVID-19 including variants and the re-imposition of restrictions in other geographies. The overall impact of the COVID-19 pandemic is still uncertain and dependent on the progression of the virus, including variants, mass vaccine production and distribution, vaccine efficacy, public acceptance of containment measures and vaccine adoption, the subsequent reduction in rates of infection and the actions taken by governments, monetary authorities, regulators, financial institutions, businesses and individuals, which could vary by country and result in differing outcomes. Given the extent of the circumstances, it is difficult to reliably measure or predict the potential impact of this uncertainty on our future financial results.

Consistent with the protocols and programs established in our Risk Management Framework, we continue to manage the risks that arise when providing products and services to Clients, which are in line with our Purpose to help Client achieve lifetime financial security and live healthier lives.

IFRS 17 and 9

IFRS 17 Insurance Contracts (“IFRS 17”) and IFRS 9 Financial Instruments (“IFRS 9”) are effective for Canadian insurance companies for annual periods beginning on or after January 1, 2023.

The adoption of IFRS 17 will be a material change to the accounting and reporting process for the Company. We have established a transition program for IFRS 17 and 9 and have dedicated significant resources to execute and oversee the multi-year cross functional plan to manage operational, regulatory, and business and strategic risks associated with the implementation of these standards.

• Operational risk - the standards requires a more expansive set of data, introduces complex estimation techniques, computational requirements and disclosures, which necessitate a major transformation to various actuarial and financial reporting processes, tools, and systems.

• Business and strategic risk - the standards may create additional volatility in our financial results and capital position. Volatility of reported results may require changes to business strategies and the introduction of new or modified non-GAAP measures to explain our results. The impact to business strategy could include changes to hedging and investment strategy, product strategy and the use of reinsurance and, as a result, could impact our exposures to other risks such as counterparty risk and liquidity risk.

• Regulatory Capital risk - the regulatory capital framework in Canada currently based on IFRS 4 Insurance Contracts (“IFRS 4”) will align with IFRS 17 effective January 1, 2023. The impact to Sun Life from this change is currently uncertain. While OSFI has stated that it intends to maintain capital frameworks consistent with current capital policies and to minimize potential capital impacts at the industry level, the impact for individual companies may vary. OSFI will make changes to the LICAT guideline to reflect IFRS 17 and is consulting directly with key stakeholders. LICAT guideline changes for Segregated Fund Guarantee capital are also planned to take effect January 1, 2025. OSFI has been engaging the industry in testing of new Segregated Fund Guarantee capital requirements, and the impact will not be known until the final calibrations are completed.

Additional information on other risks can be found in the Risk Factor section in our 2021 AIF.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 79

K. Additional Financial Disclosure

1. Selected Annual Information

($ millions, after-tax, unless otherwise stated)	2021		2020		2019
Total revenue		35,688		43,337		39,679
Common shareholders’ net income (loss)		3,934		2,404		2,618
Reported basic earnings per share ($)		6.72		4.11		4.42
Reported earnings per share (diluted) ($)		6.69		4.10		4.40
Total assets		345,370		323,011		297,202

2. Items related to Statement of Operations

i. Business Group Summary Statements of Operations

							2021											2020
($ millions, after-tax)	Canada			U.S.			Asset   Management		Asia			Corporate			Total			Total
Net premiums		14,178			5,371			—		3,394			110			23,053			23,738
Net investment income		3,069			546			20		1,060			(62	)		4,633			12,718
Fee income		1,611			81			5,835		642			(167	)		8,002			6,881
Revenue		18,858			5,998			5,855		5,096			(119	)		35,688			43,337
Gross claims and benefits paid		10,921			5,706			—		1,569			526			18,722			18,307
Changes in insurance contract liabilities, investment contract liabilities and reinsurance assets		3,030			(939	)		—		748			(689	)		2,150			13,300
Operating expenses, commissions and premium taxes		3,791			1,538			4,512		1,613			363			11,817			10,441
Reinsurance expenses (recoveries)		(1,281	)		(979	)		—		(157	)		(8	)		(2,425	)		(2,353	)
Interest expense		190			49			79		65			(56	)		327			355
Total benefits and expenses		16,651			5,375			4,591		3,838			136			30,591			40,050
Income tax expense (benefit)		384			124			372		113			(266	)		727			495
Dividends on preferred shares and distributions on other equity instruments		—			—			—		—			101			101			94
Non-controlling interests and participating policyholders’ income in net income of subsidiaries		265			—			—		70			—			335			294
Reported net income (loss) - Common shareholders		1,558			499			892		1,075			(90	)		3,934			2,404

Canada

Canada’s revenue decreased by $2.8 billion or 13% in 2021 compared to 2020, reflecting lower net investment income from fair values changes of assets, partially offset by higher net premiums in GRS and Individual Insurance & Wealth.

U.S.

U.S.’s revenue decreased by $2.1 billion or 26% in 2021 compared to 2020, reflecting lower net investment income from fair values changes of assets.

Asset Management

Asset Management’s revenue increased by $0.8 billion or 16% in 2021 compared to 2020, driven by higher fee income in SLC Management and MFS.

Asia

Asia’s revenue decreased by $2.8 billion in 2021 compared to 2020, driven by lower net premiums in International Hubs and lower net investment income from fair values changes of assets.

Corporate

Corporate’s revenue decreased by $0.8 billion in 2021 compared to 2020, driven by lower net investment income from fair value changes of assets.

80 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

ii. Revenue

Revenue includes: (i) premiums received on life and health insurance policies and fixed annuity products, net of premiums ceded to reinsurers; (ii) net investment income comprised of income earned on general fund assets, realized gains and losses on AFS assets and changes in the value of derivative instruments and assets designated as FVTPL and foreign exchange translation on assets and liabilities; and (iii) fee income received for services provided. Premium and deposit equivalents from ASO, as well as deposits received by the Company on investment contracts such as segregated funds, mutual funds and managed funds are not included in revenue; however, the Company does receive fee income from these contracts, which is included in revenue. Fee income and ASO premium and deposit equivalents are an important part of our business and as a result, revenue does not fully represent sales and other activity taking place during the respective periods.

Net investment income can experience volatility arising from the quarterly fluctuation in the value of FVTPL assets and foreign currency changes on assets and liabilities, which may in turn affect the comparability of revenue from period to period. The change in fair value of FVTPL assets is driven largely by market-related factors such as interest rates, credit spreads and equity returns. The debt and equity securities that support insurance contract liabilities are generally designated as FVTPL and changes in fair values of these assets are recorded in net investment income in our Consolidated Statements of Operations. Changes in the fair values of the FVTPL assets supporting insurance contract liabilities are largely offset by a corresponding change in the liabilities.

($ millions)	2021			2020
Premiums
Life insurance		10,925			11,812
Health insurance		10,664			10,649
Annuities		3,917			3,729
Gross		25,506			26,190
Life insurance		(1,563	)		(1,573	)
Health insurance		(611	)		(587	)
Annuities		(279	)		(292	)
Less: Ceded		2,453			2,452
Net premiums		23,053			23,738
Net investment income (loss)
Interest and other investment income		6,272			5,407
Fair value(1)(2) and foreign currency changes on assets and liabilities		(1,785	)		6,860
Net gains (losses) on available-for-sale assets(2)		146			451
Net Investment income (loss)		4,633			12,718
Fee income		8,002			6,881
Total revenue		35,688			43,337

⁽¹⁾ Represents the change in FVTPL assets and liabilities.

⁽²⁾ The prior year included an AFS gain of $282 million relating to the sale of debt securities and a loss of $342 million as a result of the termination of our fair value derivatives, both of which were related to the repayment of our senior financing obligation. Our senior financing obligation related to U.S. statutory regulatory capital requirements for In-force Management. For additional information, refer to Note 12 in our 2021 Annual Consolidated Financial Statements.

Revenue decreased by $7.6 billion or 18% in 2021 compared to 2020, reflecting lower net investment income from fair values changes of assets, partially offset by higher fee income. Foreign exchange translation decreased revenue by $1,287 million.

Gross premiums increased by $0.7 billion or 3% in 2021 compared to 2020, driven by increases in Canada.

Ceded premiums of $2.5 billion in 2021 were in line with 2020.

Net investment income decreased by $8.1 billion or 64% in 2021 compared to 2020, mainly from fair value changes of assets reflecting the impact of interest rates, credit spreads, as well as seed investments and AFS gains⁽¹⁾ in the prior year.

Fee income increased by $1.1 billion or 16% in 2021, compared to 2020, driven by Asset Management and Canada.

⁽¹⁾ Our senior financing obligation related to U.S. statutory regulatory capital requirements for In-force Management. For additional information, refer to Note 12 of our 2020 Annual Consolidated Financial Statements.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 81

iii. Benefits and Expenses

($ millions)	2021			2020
Benefits and Expenses
Gross claims and benefits paid		18,722			18,307
Changes in insurance contract liabilities, investment contract liabilities and reinsurance assets(1)		2,150			13,300
Operating expenses, commissions and premium taxes		11,817			10,441
Reinsurance expenses (recoveries)		(2,425	)		(2,353	)
Interest expense		327			355
Total benefits and expenses		30,591			40,050

⁽¹⁾ Includes changes in insurance contract liabilities, investment contract liabilities, reinsurance assets and segregated funds. For more information, see Note 10.F in our 2021 Annual Consolidated Financial Statements.

Total benefits and expenses decreased by $9.5 billion or 24% in 2021 compared to 2020, primarily driven by decreases in insurance contract liabilities, partially offset by lower net transfers from segregated funds in Canada.

Gross claims and benefits paid of $18.7 billion in 2021 was relatively consistent with 2020.

Changes in insurance contract liabilities, investment contract liabilities and reinsurance assets decreased by $11.2 billion in 2021 compared to 2020, driven by Canada, the U.S. and Asia.

Operating expenses, commissions and premium taxes increased $1.4 billion or 13% in 2021compared to 2020, reflecting higher expenses supporting business growth, higher compensation costs and project spend, and $364 million of unfavourable foreign exchange translation. For additional information, see Note 18 of our 2021 Annual Consolidated Financial Statements.

Reinsurance recoveries of $2.4 billion and interest expense of $0.3 billion were relatively consistent with 2020.

iv. Taxes

Income Taxes

In 2021, we had an income tax expense of $727 million on reported net income before taxes of $5,097 million, which resulted in an effective income tax rate of 14.3%. This compares to an income tax expense of $495 million on reported net income before taxes of $3,287 million and an effective income tax rate of 15.1% in 2020.

On an underlying basis⁽¹⁾, in 2021, we had an income tax expense of $578 million on our underlying net income before taxes of $4,275 million, representing an effective income tax rate of 13.5% which is slightly below our expected range of 15% to 20%. This compares to an income tax expense of $808 million on our underlying net income before taxes of $4,176 million and an effective income tax rate of 19.3% in 2020, which was within our expected range of 15% to 20%.

See section D - Profitability - 5 - Income taxes in this document for additional information on our effective tax rates.

Other Taxes

In addition to income taxes, we pay various indirect taxes in jurisdictions in which we carry on business. Indirect taxes include premium taxes, investment income tax, payroll related taxes, property taxes, sales taxes, business taxes and other taxes, as follows:

($ millions)	2021			2020
Income tax expense		727			495
Indirect taxes
Premium taxes (net of premium taxes on ceded business)(1)		396			395
Payroll taxes		202			190
Property taxes		126			124
Goods and services tax (“GST”), harmonized tax (“HST”) and other sales taxes		125			121
Business taxes and other		58			30
Total indirect taxes		907			860
Total taxes		1,634			1,355
Reported effective income tax rate		14.3	%		15.1	%
Total taxes as a percentage of net income before deduction of total taxes		27.2	%		32.7	%

⁽¹⁾ Premium taxes include investment income tax.

⁽¹⁾ Our effective income tax rate on underlying net income is calculated using underlying net income and income tax expense associated with underlying net income, which excludes amounts attributable to participating policyholders.

82 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

3. Items related to Statements of Financial Position

i. Changes in Liabilities and Shareholders’ Equity

Insurance contract liabilities balances before Other policy liabilities of $135.5 billion as at December 31, 2021, compared to $137.7 billion December 31, 2020, mainly due to balances arising from new policies, partially offset by changes in balances on in-force policies (which include fair value changes on FVTPL assets supporting insurance contract liabilities) and foreign exchange translation.

Total shareholders’ equity, including preferred share capital, was $26.3 billion as at December 31, 2021, compared to $24.3 billion as at December 31, 2020. The change in total shareholders’ equity included:

(i) total shareholders’ net income of $4.0 billion, before preferred share dividends of $0.1 billion; and

(ii) the issuance of $1 billion principal amount of other equity instruments; partially offset by

(iii) common share dividend payments of $1.4 billion; and

(iv) redemptions of preferred shares of $1 billion.

ii. Off-Balance Sheet Arrangements

In the normal course of business, we are engaged in a variety of financial arrangements. The principal purposes of these arrangements are to earn management fees and additional spread on a matched book of business and to reduce financing costs.

While most of these activities are reflected on our balance sheet with respect to assets and liabilities, certain of them are either not recorded on our balance sheet or are recorded on our balance sheet in amounts that differ from the full contract or notional amounts. The types of off-balance sheet activities we undertake primarily include asset securitizations and securities lending.

Asset Securitizations

In the past, we sold mortgage or bond assets to non-consolidated structured entities, which may also purchase investment assets from third parties. Our securitized AUM held by these non-consolidated structured entities were $nil as at December 31, 2021 and December 31, 2020.

However, the majority of our securitization activities are recorded on our Consolidated Statements of Financial Position. We securitize multi-residential mortgages under the National Housing Act Mortgage-Backed Securities program sponsored by the CMHC. The securitization of the multi- residential mortgages with the CMHC does not qualify for de-recognition and remains on our Consolidated Statements of Financial Position. Additional information on this program can be found in Note 5 of our 2021 Annual Consolidated Financial Statements.

Securities Lending

We lend securities in our investment portfolio to other institutions for short periods to generate additional fee income. We conduct our program only with well-established, reputable banking institutions that carry a minimum credit rating of “AA”. Collateral, which exceeds the fair value of the loaned securities, is deposited by the borrower with a lending agent, usually a securities custodian, and maintained by the lending agent until the underlying security has been returned to us. We monitor the fair value of the loaned securities on a daily basis with additional collateral obtained or refunded as the fair value fluctuates. Certain arrangements allow us to invest the cash collateral received for the securities loaned. Loaned securities are recognized in our Consolidated Statements of Financial Position as Invested Assets. As at December 31, 2021, we loaned securities with a carrying value of $9.9 billion for which the collateral held was $9.9 billion. This is consistent to loaned securities of $2.0 billion, with collateral of $2.1 billion as at December 31, 2020. Of the collateral held, we held cash collateral of $51 million as at December 31, 2021 ($306 million as at December 31, 2020), which is recognized on our Consolidated Statements of Financial Position.

iii. Goodwill and Intangibles Impairment

The Company completed its annual goodwill and indefinite life intangible asset impairment testing in the fourth quarter of 2021. There were no goodwill impairment charges in 2021 or 2020. Impairment charges on intangible assets of $9 million were recognized in 2021 and there were impairment charges of $11 million in 2020.

iv. Commitments, Guarantees, Contingencies and Reinsurance Matters

In the normal course of business, we enter into leasing agreements, outsourcing arrangements and agreements involving indemnities to third parties. We are also engaged in arbitration proceedings from time to time with certain companies that have contracts to provide reinsurance to the Company. Information regarding our commitments, guarantees and contingencies are summarized in Note 23 of our 2021 Annual Consolidated Financial Statements. A table summarizing our significant financial liabilities and contractual obligations can be found in this MD&A in the section J - Risk Management - 9 - Risk Categories - vi - Liquidity Risk.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 83

4. Fourth Quarter 2021 Profitability

The following table reconciles our reported net income and underlying net income. The table also sets out the impacts of experience-related items attributable to reported net income and underlying net income in the fourth quarter of 2021 and 2020. All factors discussed in this document that impact our underlying net income are also applicable to reported net income.

	Q4’21			Q4’20
($ millions, after-tax)
Reported net income - Common shareholders		1,078			744
Less: Market-related impacts(1)		156			20
Assumption changes and management actions(1)		(19	)		(42	)
Other adjustments(1)		43			(96	)
Underlying net income(2)		898			862
Reported ROE(2)		18.0	%		13.3	%
Underlying ROE(2)		15.0	%		15.4	%
Experience-related items attributable to reported net income and underlying net income(3)
Investing activity		14			3
Credit		32			18
Mortality		(71	)		(4	)
Morbidity		(34	)		24
Policyholder behaviour		(10	)		(18	)
Expenses		(47	)		(53	)
Other experience		(1	)		(1	)
Total of experience-related items		(117	)		(31	)

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment, including pre-tax amounts.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽³⁾ Experience-related items reflect the difference between actual experience during the reporting period and best estimate assumptions used in the determination of our insurance contract liabilities. Experience-related items are a part of the Sources of Earnings framework, and are calculated in accordance with OSFI Guideline D-9, Sources of Earnings Disclosures. Experience-related items from our India, China and Malaysia joint ventures and associates are recorded within other experience.

Q4’21 reported net income of $1,078 million increased $334 million or 45% compared to the same period in 2020, driven by a $297 million gain on the IPO of our India asset management joint venture and an increase in the value of our real estate investments, partially offset by a $153 million increase in SLC Management’s acquisition-related liabilities⁽¹⁾. Underlying net income of $898 million increased $36 million or 4%, driven by broad-based business growth across our pillars, with particular strength in asset management and wealth. Underlying net income also benefited from a lower effective tax rate in the quarter, largely offset by $113 million of ongoing COVID-19-related mortality and morbidity experience. Earnings on surplus were impacted by lower contributions from seed investments and available-for-sale (“AFS”) gains. Foreign exchange translation led to a decline of $33 million in reported net income and $22 million in underlying net income.

In the fourth quarter of 2021, our effective income tax rate on reported net income and underlying net income(2)was 4.2% and 4.8%, compared to 5.8% and 15.2% in the fourth quarter of 2020, respectively. In the fourth quarter of 2021, our effective tax rate on reported net income and underlying net income were below our expected range of 15% to 20% due to higher tax-exempt investment income and resolutions of prior year’s tax matters. For additional information, refer to Note 20 in our Consolidated Financial Statements for the period ended December 31, 2021.

⁽¹⁾ Reflects the changes in estimated future payments for acquisition-related contingent considerations and options to purchase remaining ownership interests of SLC Management affiliates.

⁽¹⁾ Our effective income tax rate on underlying net income is calculated using underlying net income and income tax expense associated with underlying net income, which excludes amounts attributable to participating policyholders.

84 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Performance by Business Group - Fourth Quarter

We manage our operations and report our financial results in five business segments. The following section describes the operations and financial performance of Canada, U.S., Asset Management, Asia and Corporate.

The following table sets out the differences between our reported net income (loss) and underlying net income (loss) by business group.

	Q4’21
($ millions, after-tax)	Canada			U.S.			Asset Management			Asia			Corporate			Total
Reported net income (loss) - Common shareholders		356			85			140			446			51			1,078
Less: Market-related impacts(1)		90			40			—			23			3			156
Assumption changes and management actions(1)		2			(19	)		—			(2	)		—			(19	)
Other adjustments(1)		(2	)		(8	)		(242	)		295			—			43
Underlying net income (loss)(2)		266			72			382			130			48			898
							Q4’20
($ millions, after-tax)	Canada			U.S.			Asset Management			Asia			Corporate			Total
Reported net income (loss) - Common shareholders		255			88			267			132			2			744
Less: Market-related impacts(1)		15			2			—			3			—			20
Assumption changes and management actions(1)		(3	)		(60	)		—			21			—			(42	)
Other adjustments(1)		—			(2	)		(66	)		(8	)		(20	)		(96	)
Underlying net income (loss)(2)		243			148			333			116			22			862

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment, including pre-tax amounts

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

Canada

Canada’s Q4’21 reported net income of $356 million increased $101 million or 40% compared to the same period in 2020, driven by an increase in the value of our real estate investments and higher equity markets. Underlying net income of $266 million increased $23 million or 9%, driven by experience-related items and business growth, partially offset by a $20 million investment impairment in earnings on surplus. Experience in the quarter included favourable credit, partially offset by unfavourable morbidity reflecting lower disability claims resolutions.

U.S.

U.S.’s Q4’21 reported net income of US$68 million ($85 million) increased US$2 million or 3% compared to the same period in 2020, driven by an increase in the value of our real estate investments and ACMA impacts, largely offset by the decrease in underlying net income of US$56 million ($76 million). Underlying net income decreased, primarily due to COVID-19-related experience, as working-age population mortality continued to be elevated in the fourth quarter. COVID-19-related experience of US$66 million included US$51 million from mortality and US$15 million primarily from disability.⁽¹⁾

Lower earnings on surplus also contributed to the decrease, partially offset by favourable credit and other experience. Foreign exchange translation led to a decline of $3 million in reported net income and $2 million in underlying net income.

The trailing four-quarter after-tax profit margin for Group Benefits was 5.7% as of the fourth quarter of 2021, compared to 8.0% as of the fourth quarter of 2020.

Asset Management

Asset Management’s Q4’21 reported net income of $140 million decreased $127 million or 48% compared to the same period in 2020, reflecting a $153 million increase in SLC Management’s acquisition-related liabilities. Underlying net income of $382 million increased $49 million or 15%, driven by a 14% increase in MFS and an 18% increase in SLC Management. Foreign exchange translation led to a decline of $7 million in reported net income and $12 million in underlying net income.

MFS’s Q4’21 reported net income of US$234 million increased US$40 million or 21% compared to the same period in 2020, driven by the increase in underlying net income of US$42 million, partially offset by higher fair value adjustments on MFS’s share-based payment awards. Underlying net income increased, driven by higher ANA, partially offset by higher variable compensation expenses. The pre-tax net operating profit margin ratio for MFS for the fourth quarter of 2021 was 43%, compared to 41% in the same period of 2020.

SLC Management’s Q4’21 reported net loss was $155 million, compared to reported net income of $14 million in the same period in 2020, reflecting a $153 million increase in SLC Management’s acquisition-related liabilities⁽²⁾. Underlying net income of $40 million increased $6 million or 18%, driven by higher AUM, including the Crescent acquisition which closed in January of 2021.

⁽¹⁾ In Canadian dollars, COVID-19-related experience of $83 million included $65 million from mortality and $18 million primarily from disability.

⁽²⁾ Reflects the changes in estimated future payments for acquisition-related contingent considerations and options to purchase remaining ownership interests of SLC Management affiliates.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 85

Asia

Asia’s Q4’21 reported net income of $446 million increased $314 million compared to the same period in 2020, driven by a $297 million gain from the IPO of our India asset management joint venture, ABSLAMC. Underlying net income of $130 million increased $14 million or 12%, driven by business growth and an investment impairment from the prior year, partially offset by experience-related items and foreign exchange translation. Experience in the quarter included COVID-19-related mortality of $12 million, mostly in the Philippines, and unfavourable experience in our joint ventures(1). Foreign exchange translation led to a decline of $23 million in reported net income and $8 million in underlying net income.

Corporate

Corporate’s Q4’21 reported net income of $51 million increased $49 million compared to the same period in 2020, driven by the increase in underlying net income and restructuring costs in the prior year. Underlying net income of $48 million increased $26 million, benefiting from a lower effective tax rate in the quarter, partially offset by unfavourable expense experience.

5. Fourth Quarter 2021 Growth

Revenue was $12,995 million in the fourth quarter of 2021, an increase of $1,346 million or 12% compared to the same period in 2020, driven by fair value changes of assets and higher fee income. Foreign exchange translation decreased revenue by $183 million.

6. Quarterly Financial Results

The following table provides a summary of our results for the eight most recently completed quarters. A more complete discussion of our historical quarterly results can be found in our Interim and Annual MD&A for the relevant periods.

		Quarterly results
($ millions, unless otherwise noted)	Q4’21			Q3’21			Q2’21			Q1’21			Q4’20			Q3’20			Q2’20			Q1’20
Total revenue		12,995			8,510			12,669			1,514			11,649			10,032			15,186			6,470
Common shareholders’ net income (loss)
Reported net income		1,078			1,019			900			937			744			750			519			391
Less: Market-related impacts(1)		156			171			91			209			20			(1	)		(187	)		(293	)
Assumption changes and management actions(1)		(19	)		95			2			(4	)		(42	)		(53	)		5			(53	)
Other adjustments(1)		43			(149	)		(76	)		(118	)		(96	)		(38	)		(38	)		(33	)
Underlying net income(2)		898			902			883			850			862			842			739			770
Diluted EPS ($)
Reported		1.83			1.74			1.53			1.59			1.27			1.28			0.88			0.67
Underlying(2)		1.53			1.54			1.50			1.45			1.47			1.44			1.26			1.31
Basic reported EPS ($)
Reported		1.84			1.74			1.54			1.60			1.27			1.28			0.89			0.67
Reported net income (loss) by segment - Common shareholders
Canada		356			393			404			405			255			387			117			(42	)
U.S.		85			46			157			211			88			(113	)		118			164
Asset Management		140			301			221			230			267			251			223			239
Asia		446			288			143			198			132			236			126			100
Corporate		51			(9	)		(25	)		(107	)		2			(11	)		(65	)		(70	)
Total reported net income (loss) - Common shareholders		1,078			1,019			900			937			744			750			519			391
Less: Market-related impacts (pre-tax)(1)		153			231			85			380			(65	)		(49	)		(436	)		(166	)
ACMA (pre-tax)(1)		(23	)		93			2			(6	)		(60	)		(91	)		3			(66	)
Other adjustments (pre-tax)(1)		62			(184	)		(68	)		(148	)		(114	)		(46	)		(40	)		(41	)
Tax expense (benefit) on above items		(12	)		(23	)		(2	)		(139	)		121			94			253			(106	)
Underlying net income (loss) by segment(2)
Canada		266			290			290			285			243			293			281			256
U.S.		72			110			165			171			148			136			123			161
Asset Management		382			362			311			291			333			294			259			242
Asia		130			145			152			159			116			164			144			155
Corporate		48			(5	)		(35	)		(56	)		22			(45	)		(68	)		(44	)
Total underlying net income (loss)(2)		898			902			883			850			862			842			739			770

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

⁽¹⁾ Experience-related items from our India, China and Malaysia joint ventures and associates are recorded within other experience.

86 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Third Quarter 2021

Q3’21 reported net income of $1,019 million increased $269 million or 36% compared to the same period in 2020, driven by favourable market- related impacts from changes in the fair value of investment properties, and ACMA, partially offset by a par allocation adjustment. Underlying net income of $902 million increased by $60 million or 7%, driven by business growth, favourable credit experience and higher tax-exempt investment income. This was partially offset by morbidity and expense experience, and the unfavourable impacts of foreign exchange translation. Mortality experience was elevated in the U.S. and Asia, but relatively in line with the prior year. During the third quarter of 2021, the impacts of foreign exchange translation led to a decline of $41 million in reported net income and $36 million in underlying net income.

Second Quarter 2021

Reported net income increased by $381 million in the second quarter of 2021 compared to the same period in 2020, driven by favourable market- related impacts, primarily from changes in interest rates. Underlying net income increased by $144 million or 19%, driven by business growth, a lower effective tax rate, and favourable credit experience. These factors were partially offset by the unfavourable impacts of foreign exchange translation, lower investing activity and unfavourable expense experience. During the second quarter of 2021, the impacts of foreign exchange translation decreased reported net income and underlying net income by $70 million and $75 million, respectively.

First Quarter 2021

Reported net income increased by $546 million in the first quarter of 2021 compared to the same period in 2020, driven by market-related impacts, reflecting favourable equity markets and interest rate changes, partially offset by unfavourable credit spread movements. This was partially offset by higher fair value adjustments on MFS’s share-based payment awards and higher restructuring costs. An after-tax restructuring charge of $57 million was recorded in the first quarter of 2021 that related to our strategy for our workspace and redefining the role of the office. Underlying net income increased by $80 million or 10%, driven by business growth, favourable morbidity experience in the U.S. and favourable credit experience in Canada, partially offset by lower investing activity gains in Canada and the U.S. During the first quarter of 2021, the impacts of foreign exchange translation decreased reported net income and underlying net income by $33 million and $31 million, respectively.

Fourth Quarter 2020

Reported net income increased by $25 million or 3% in the fourth quarter of 2020 compared to the same period in 2019, driven by the change in underlying net income of $70 million, partially offset by unfavourable ACMA impacts in the U.S. and higher fair value adjustments on MFS’s share-based payment awards. Underlying net income increased driven by business growth, favourable morbidity experience related to Canada and the U.S., partially offset by lower investing activity reflecting losses in Canada in the current quarter due to asset repositioning, lower AFS gains reflecting an impairment in Asia, and less favourable credit experience in Asia and the U.S. Across the Company, mortality experience was in line with the prior year, as unfavourable experience in Canada was offset by favourable experience in Corporate. Furthermore, in the U.S., the unfavourable impact of COVID-19 claims in 2020 was comparable to the impacts of large case claims in In-force Management in the fourth quarter of 2019.

Third Quarter 2020

Reported net income was $750 million in the third quarter of 2020, an increase of $69 million or 10% compared to the same period in 2019, driven by favourable market-related impacts and lower acquisition costs, partially offset by unfavourable ACMA and fair value adjustments on MFS’s share-based payment awards. Favourable market-related impacts were predominantly driven by interest rates and the rise in equity markets, partially offset by changes in the fair value of investment properties. Underlying net income was $842 million in the third quarter of 2020, an increase of $33 million or 4%, compared to the same period in 2019, driven by business growth, favourable results in GB in Canada, favourable morbidity experience in the U.S., higher new business gains and higher investing activity, partially offset by tax matters that were favourable in the third quarter of 2019, unfavourable credit experience, lower net investment returns on surplus, unfavourable mortality experience and lower available-for-sale gains.

Second Quarter 2020

Reported net income decreased by $76 million or 13% in the second quarter of 2020 compared to the same period in 2019, reflecting unfavourable market-related impacts and impacts from fair value adjustments on MFS’s share-based payments, partially offset by ACMA. Unfavourable market- related impacts reflected interest rate impacts and changes in the fair value of investment properties, partially offset by equity market impacts. Underlying net income was in line with the same period in 2019, with positive impacts from business growth, investing activity, morbidity experience and higher net investment returns on surplus, largely offset by unfavourable tax impacts, credit experience and expense experience.

First Quarter 2020

Reported net income decreased by $232 million or 37% in the first quarter of 2020 compared to the same period in 2019, reflecting unfavourable market-related and ACMA impacts and higher acquisition, integration and restructuring costs, partially offset by favourable fair value adjustments on MFS’s share-based payment awards. Market-related impacts predominantly reflected the decline in equity markets, partially offset by the impact of credit spreads. Underlying net income increased by $53 million or 7%, driven by higher investing activity in Canada and the U.S., business growth, higher AFS gains, higher new business gains and improved credit experience compared to the first quarter of 2019. These were partially offset by lower net investment returns on surplus in Canada and Corporate, unfavourable expense and mortality experience, less favourable morbidity experience and unfavourable other experience.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 87

L.  Non-IFRS Financial Measures

i.     Underlying Net Income and Underlying EPS

Underlying net income (loss) and financial measures based on underlying net income (loss), including underlying EPS or underlying loss per share, and underlying ROE, are non-IFRS financial measures. Underlying net income (loss) removes from reported net income (loss) the impacts of the following items in our results under IFRS and when removed assist in explaining our results from period to period:

(a) market-related impacts that differ from our best estimate assumptions, which include: (i) impacts of returns in equity markets, net of hedging, for which our best estimate assumptions are approximately 2% per quarter. This also includes the impact of the basis risk inherent in our hedging program, which is the difference between the return on underlying funds of products that provide benefit guarantees and the return on the derivative assets used to hedge those benefit guarantees; (ii) the impacts of changes in interest rates in the reporting period and on the value of derivative instruments used in our hedging programs including changes in credit and swap spreads, and any changes to the assumed fixed income reinvestment rates in determining the actuarial liabilities; and (iii) the impacts of changes in the fair value of investment properties in the reporting period;

(b) assumption changes and management actions, which include: (i) the impacts of revisions to the methods and assumptions used in determining our liabilities for insurance contracts and investment contracts; and (ii) the impacts on insurance contracts and investment contracts of actions taken by management in the current reporting period, referred to as management actions which include, for example, changes in the prices of in-force products, new or revised reinsurance on in-force business, and material changes to investment policies for assets supporting our liabilities; and

(c) other adjustments:

i. certain hedges in Canada that do not qualify for hedge accounting - this adjustment enhances the comparability of our results from period to period, as it reduces volatility to the extent it will be offset over the duration of the hedges;

ii. fair value adjustments on MFS’s share-based payment awards that are settled with MFS’s own shares and accounted for as liabilities and measured at fair value each reporting period until they are vested, exercised and repurchased - this adjustment enhances the comparability of MFS’s results with publicly traded asset managers in the United States;

iii. acquisition, integration and restructuring costs - this adjustment enhances comparability of our results from period to period, by removing the impacts of costs, including the unwinding of the discount for certain liabilities related to acquisitions, that are not ongoing in nature and are incurred with the intent to generate benefits in future periods; and

iv. other items that are unusual or exceptional in nature.

All factors discussed in this document that impact our underlying net income are also applicable to reported net income. All EPS measures in this document refer to fully diluted EPS, unless otherwise stated. As noted below, underlying EPS excludes the dilutive impacts of convertible instruments.

Underlying EPS (diluted). This measure is used in comparing the profitability across multiple periods and is calculated by dividing underlying net income by weighted average common shares outstanding for diluted EPS, excluding the dilutive impact of convertible instruments. For additional information about the underlying net income, see above. For additional information about the composition of the EPS, please refer to Note 26 of our Consolidated Financial Statements. For additional information about the SLEECS, please refer to Note 13 of our Consolidated Financial Statements.

88 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

The following table sets out the post-tax amounts that were excluded from our underlying net income (loss) and underlying EPS and provides a reconciliation to our reported net income (loss) and EPS based on IFRS.

Reconciliations of Select Net Income Measures

($ millions, unless otherwise noted)	2021			2020
Reported net income - Common shareholders		3,934			2,404
Market-related impacts
Equity market impacts
Impacts from equity market changes		278			(34	)
Basis risk impacts		24			(109	)
Equity market impacts		302			(143	)
Interest rate impacts(1)
Impacts of interest rate changes		74			(187	)
Impacts of credit spread movements		(11	)		(35	)
Impacts of swap spread movements		8			8
Interest rate impacts		71			(214	)
Impacts of changes in the fair value of investment properties		254			(104	)
Less: Market-related impacts		627			(461	)
Less: Assumption changes and management actions		74			(143	)
Other adjustments
Fair value adjustments on MFS’s share-based payment awards		(186	)		(92	)
Acquisition, integration and restructuring(2)(3)(7)(8)		(18	)		(117	)
Other(4)(5)(6)		(96	)		4
Less: Total of other adjustments		(300	)		(205	)
Underlying net income		3,533			3,213
Reported EPS (diluted) ($)		6.69			4.10
Less: Market-related impacts ($)		1.06			(0.80	)
Assumption changes and management actions ($)		0.12			(0.24	)
Fair value adjustments on MFS’s share-based payment awards ($)		(0.32	)		(0.16	)
Acquisition, integration and restructuring ($)		(0.03	)		(0.20	)
Other ($)		(0.16	)		0.01
Impact of convertible securities on diluted EPS ($)		(0.01	)		—
Underlying EPS (diluted) ($)		6.03			5.49

⁽¹⁾ Our exposure to interest rates varies by product type, line of business, and geography. Given the long-term nature of our business, we have a higher degree of sensitivity in respect of interest rates at long durations.

⁽²⁾ Amounts relate to acquisition costs for the BGO acquisition, the InfraRed acquisition and the Crescent acquisition, which include the unwinding of the discount for Other financial liabilities of $59 million in 2021 ($47 million in 2020).

⁽³⁾ The restructuring charge of $57 million in the first quarter of 2021 related to our strategy for our workspace and redefining the role of the office ($20 million in the fourth quarter of 2020), and of $57 million and $48 million in 2021 and 2020.

⁽⁴⁾ Amount relates to an adjustment of investment income and expense allocations between participating policyholders and shareholders for prior years recorded in the third quarter of 2021.

⁽⁵⁾ Amounts relate to the UK Finance Act that was signed into law on June 10, 2021, increasing the corporate tax rate from 19% to 25%, which will take effect for future tax periods beginning April 1, 2023. As a result, reported net income decreased by $11 million in the second quarter of 2021. See section C - Profitability - 5 - Income taxes in our Q2 2021 MD&A.

⁽⁶⁾ Certain hedges in Canada that do not qualify for hedge accounting decreased reported net income by $5 million and $4 million for the third quarter and the first nine months of 2020, respectively.

⁽⁷⁾ Reflects the changes in estimated future payments for acquisition-related contingent considerations and options to purchase remaining ownership interests of SLC Management affiliates of $153 million in 2021.

⁽⁸⁾ Reflects a realized gain of $297 million on the Initial Public Offering of Aditya Birla Sun Life Asset Management Company in the fourth quarter of 2021.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 89

The following table shows the pre-tax amount of underlying net income adjustments:

($ millions, unless otherwise noted)	2021			2020
Reported net income - Common shareholders (after-tax)		3,934			2,404
Underlying net income adjustments (pre-tax):
Less: Market-related impacts		849			(716	)
Assumption changes and management actions		66			(214	)
Other adjustments		(338	)		(241	)
Total underlying net income adjustments (pre-tax)		577			(1,171	)
Less: Taxes related to underlying net income adjustments		(176	)		362
Underlying net income (after-tax)		3,533			3,213

Taxes related to underlying net income adjustments may vary from the expected effective tax rate range reflecting the mix of business based on the Company’s international operations.

ii.     Additional Non-IFRS Financial Measures

Management also uses the following non-IFRS financial measures:

After-tax profit margin for U.S. Group Benefits. This ratio expresses U.S. employee benefits and medical stop-loss underlying net income as a percentage of net premiums. It assists in explaining our results from period to period and measures profitability. This ratio is calculated by dividing underlying net income (loss) by net premiums for the trailing four quarters. There is no directly comparable IFRS measure.

Assets under management. AUM is a non-IFRS financial measure that indicates the size of our company’s asset management, wealth, and insurance assets. There is no standardized financial measure under IFRS. In addition to the most directly comparable IFRS measures, which are the balance of General funds and Segregated funds on our Statements of Financial Position, AUM also includes Other AUM, defined below.

Effective January 1, 2021, the methodology for AUM was updated for SLC Management with respect to certain real estate and investment-grade fixed income products to include uncalled capital commitments. We have updated prior period amounts to reflect this change.

Assumption changes and management actions. In this document the impacts of ACMA on shareholders’ net income (after-tax) is included in reported net income and is excluded from underlying net income, as described in section D - Profitability in this document. See section D - Profitability - 2 - Assumption changes and management actions in this MD&A for details on ACMA.

Note 10.A of the Consolidated Financial Statements for the period ended December 31, 2021 shows the pre-tax impacts of method and assumption changes on shareholders’ and participating policyholders’ insurance contract liabilities net of reinsurance assets, excluding changes in other policy liabilities and assets. The view in this document of ACMA is the impacts on shareholders’ reported net income (after-tax). The Consolidated Financial Statements view is a component of the change in total company liabilities.

The following table provides a reconciliation of the differences between the two measures.

($ millions)	2021			2020
Impacts of method and assumption changes on insurance contract liabilities (pre-tax)		(273	)		(116	)
Less: Participating policyholders(1)		(9	)		54
Impacts of method and assumption changes excluding participating policyholders (pre-tax)		(264	)		(170	)
Less: Tax		(93	)		(64	)
Impacts of method and assumption changes excluding participating policyholders (after-tax)		(171	)		(106	)
Add: Management actions (after-tax)(2)(3)		247			(65	)
Other (after-tax)(4)		(2	)		28
Assumption changes and management actions (after-tax)(3)(5)(6).		74			(143	)

⁽¹⁾ Adjustment to remove the pre-tax impacts of method and assumption changes on amounts attributed to participating policyholders.

⁽²⁾ Adjustment to include the after-tax impacts of management actions on insurance contract liabilities and investment contract liabilities which include, for example, changes in the prices of in-force products, new or revised reinsurance on in-force business, and material changes to investment policies for assets supporting our liabilities. The pre-tax impact of management actions to Method and assumption changes on insurance contract liabilities was an increase of $331 million in 2021 (a decrease of $76 million in 2020).

⁽³⁾ In the third quarter of 2020, ACMA included an after-tax loss of $10 million relating to the impact from the repayment of a senior financing obligation related to U.S. statutory regulatory capital requirements for In-force Management. The transaction mainly comprises of the benefit of an unwind fee of $15 million, more than offset by the net impact from the liquidation of the investment portfolio of $47 million. The latter included a loss on the termination of derivatives and realized AFS gains on the disposal of debt securities of $270 million and $223 million ($342 million and $282 million, on a pre-tax basis), respectively. See section K - Additional Financial Disclosure in our 2020 Annual MD&A.

⁽⁴⁾ Adjustments to include the after-tax impacts of method and assumption changes on investment contracts and other policy liabilities, and the pre-tax impact to Method and assumption changes on insurance contract liabilities was a decrease of $2 million in 2021 (an increase of $35 million in 2020).

⁽⁵⁾ Includes the tax impacts of ACMA on insurance contract liabilities and investment contract liabilities, reflecting the tax rates in the jurisdictions in which we do business.

⁽⁶⁾ ACMA is included in reported net income and is excluded in calculating underlying net income, as described in section C - Profitability in our Q4 2021 MD&A.

90 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Cash and other liquid assets. This measure is comprised of cash, cash equivalents, short-term investments, and publicly traded securities that are held at SLF Inc. (the ultimate parent company), and its wholly owned holding companies. This measure represents available funds for capital re-deployment to support business growth.

($ millions)	As at December 31, 2021			As at December 31, 2020
Cash and other liquid assets (held at SLF Inc. and its wholly owned holding companies):
Cash, cash equivalents & short-term securities		2,383			3,037
Debt securities(1)		1,421			18
Equity securities(2)		861			—
Cash and other liquid assets (held at SLF Inc. and its wholly owned holding companies)		4,665	(3)		3,055

⁽¹⁾ Includes publicly traded bonds.

⁽²⁾ Includes ETF Investments.

⁽³⁾ Includes $2.0 billion of proceeds from the subordinated debt offerings completed in November 2021, of which $1.5 billion is subject to contractual terms requiring us to redeem the underlying securities, in full, if the closing of the DentaQuest acquisition does not occur. These amounts will not qualify as LICAT capital until the acquisition closes.

Constant currency. We remove the impacts of foreign exchange translation from certain IFRS and non-IFRS measures to assist in comparing our results from period to period. The impacts of foreign exchange translation is approximated by using the foreign exchange rates in effect during the comparative period, using the average or period end foreign exchange rates, as appropriate.

Earnings on Surplus. This component of the Sources of Earnings (“SOE”) represents the net income earned on a company’s surplus funds. Earnings on Surplus is comprised of realized gains on available-for-sale assets, as well as net investment returns on surplus, such as investment income, gains (losses) on seed investments, investment properties mark-to-market, and interest on debt.

Expected profit. The portion of the consolidated pre-tax net income on business in-force at the start of the reporting period that was expected to be realized based on the achievement of the best estimate assumptions made at the beginning of the reporting period. Expected profit for asset management companies is set equal to their pre-tax net income.

Effective January 1, 2021, expected profit for U.S. group policies includes previously classified impact of new business, aligning group business sources of earnings reporting across business groups. We have updated prior period amounts to reflect this change.

Experience-related items attributable to reported net income and underlying net income. Pre-tax gains and losses that are due to differences between the actual experience during the reporting period and the best estimate assumptions at the start of the reporting period. Experience-related items are a part of the Sources of Earnings framework, and are calculated in accordance with OSFI Guideline D-9, Sources of Earnings Disclosures.

Financial leverage ratio. This total debt to total capital ratio is ratio of debt plus preferred shares to total capital, where debt consists of all capital qualifying debt securities. Capital qualifying debt securities consist of subordinated debt and innovative capital instruments. The ratio is an indicator of the Company’s capital adequacy measured by its proportion of capital qualifying debt in accordance with OSFI guidelines.

Impacts of foreign exchange translation. To assist in comparing our results from period-to-period, the favourable or unfavourable impacts of foreign exchange translation are approximated using the foreign exchange rates, in effect during the comparative period, for several IFRS and Non-IFRS financial measures using the average or period end foreign exchange rates, as appropriate. Items impacting a reporting period, such as Revenue, Benefits and expenses, and Reported net income (loss) in our Consolidated Statements of Operations, as well as underlying net income (loss), and sales, are translated into Canadian dollars using average exchange rates for the appropriate daily, monthly, or quarterly period. For items as at a point in time, such as Assets and Liabilities in our Consolidated Statements of Financial Position, as well as the AUM and Expected profit component of our Sources of Earnings disclosure, period-end rates are used for currency translation purposes.

Impact of new business. The point-of-sale impact on pre-tax net income of writing new business during the reporting period. Issuing new business may produce a gain or loss at the point-of sale, primarily because valuation assumptions are different than pricing assumptions and/or actual acquisition expenses may differ from those assumed in pricing.

Other AUM. Other AUM is composed of mutual funds, managed funds, as well as general fund and segregated fund assets managed by our joint ventures. In Canada, other AUM includes Client assets in retail mutual fund products of Sun Life Global Investments. In Asia, other AUM includes Client assets in Hong Kong managed fund products, International Wealth products, Philippines mutual and managed fund products, Aditya Birla Sun Life AMC Limited equity and fixed income mutual fund products, Sun Life Everbright Asset Management products and our joint ventures’ general fund and segregated fund assets based on our proportionate equity interest. In Asset Management, other AUM includes Client assets for retail and institutional Clients, as well as capital raising, such as uncalled commitments and fund leverage in SLC Management. There is no directly comparable IFRS financial measure.

Pre-tax net operating profit margin ratio for MFS. This ratio is a measure of the profitability of MFS, which excludes the impact of fair value adjustments on MFS’s share-based payment awards, investment income, and certain commission expenses that are offsetting. These commission expenses are excluded in order to neutralize the impact these items have on the pre-tax net operating profit margin ratio and have no impact on the profitability of MFS. There is no directly comparable IFRS measure.

Real estate market sensitivities. Real estate market sensitivities are non-IFRS financial measures for which there are no directly comparable measures under IFRS so it is not possible to provide a reconciliation of these amounts to the most directly comparable IFRS measures.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 91

Return on equity. IFRS does not prescribe the calculation of ROE and therefore a comparable measure under IFRS is not available. To determine reported ROE and underlying ROE, respectively, reported net income (loss) and underlying net income (loss) is divided by the total weighted average common shareholders’ equity for the period. The ROE provides an indication of the overall profitability of the Company. The quarterly ROE is annualized.

Sales. In Canada, insurance sales consist of sales of individual insurance and Sun Life Health products; wealth sales consist of sales of individual wealth products and sales in GRS. In the U.S., insurance sales consist of sales by Group Benefits. In Asia, insurance sales consist of the individual and group insurance sales by our subsidiaries and joint ventures and associates, based on our proportionate equity interest, in the Philippines, Indonesia, India, China, Malaysia, Vietnam, International, Hong Kong and Singapore; wealth sales consist of Hong Kong wealth sales, Philippines mutual fund sales, wealth sales by our India and China insurance joint ventures and associates, and Aditya Birla Sun Life AMC Limited’s equity and fixed income mutual fund sales based on our proportionate equity interest, including sales as reported by our bank distribution partners. Asset Management sales consist of gross flows for retail and institutional Clients; SLC Management gross flows include capital raising, such as uncalled capital commitments and fund leverage. To provide greater comparability across reporting periods, we exclude the impacts of foreign exchange translation from sales. There is no directly comparable IFRS measure.

Effective January 1, 2021, the methodology for Assets Under Management was updated for SLC Management with respect to certain real estate and investment-grade fixed income products to add uncalled capital commitments not previously included. This will align SLC Management’s AUM with market conventions applied across asset classes. We have updated prior period amounts for all quarters of 2020 to reflect this change in methodology. Subsequent to the fourth quarter of 2020, increases and decreases in all capital raising, including uncalled capital commitments and fund leverage, for the aforementioned products are reflected in gross flows, outflows and net flows as applicable. Gross flows is a component of managed fund sales and total wealth sales. Client distributions from the sale of underlying assets in closed-end funds are no longer reported in net flows.

Sources of Earnings (“SOE”). The SOE is prepared in accordance with the OSFI Guideline D-9, Sources of Earnings Disclosures and is therefore not prescribed under IFRS. The preparation for the document and its components does not have a standard for preparation as it depends on the methodology, estimates, and assumptions used. The components of the SOE are: expected profit, impact of new business, experience gains and losses, management actions and changes in assumptions, and earnings on surplus. On a comparative period-over-period basis, this document refers to the change in expected profit as business growth.

Underlying dividend payout ratio. This is the ratio of dividends paid per share to diluted underlying EPS for the period. The ratio is utilized during the capital budgeting process to ensure that we are able to achieve our payout targets after factoring in our planned capital initiatives. We target an underlying dividend payout ratio of between 40% and 50% based on underlying EPS. For more information, see Section I - Capital and Liquidity Management in this document.

Underlying effective tax rate. This measure is calculated using the pre-tax underlying net income and the income tax expense associated with it, excluding amounts attributable to participating policyholders. Our statutory tax rate is normally reduced by various tax benefits, such as lower taxes on income subject to tax in foreign jurisdictions, a range of tax-exempt investment income, and other sustainable tax benefits. Our effective tax rate helps in the analysis of the income tax impacts in the period.

Value of New Business. VNB represents the present value of our best estimate of future distributable earnings, net of the cost of capital, from new business contracts written in a particular time period, except new business in our Asset Management pillar. The assumptions used in the calculations are generally consistent with those used in the valuation of our insurance contract liabilities except that discount rates used approximate theoretical return expectations of an equity investor. Capital required is based on the higher of Sun Life Assurance’s LICAT operating target and local (country specific) operating target capital. VNB is a useful metric to evaluate the present value created from new business contracts. There is no directly comparable IFRS measure.

Effective January 1, 2021, VNB reflects a change in the timing of recognition of U.S. group policies sold or renewed with an effective date of January 1, which will recognize VNB for these policies in the prior year rather than the first quarter, to align with the timing of U.S. renewals and reported insurance sales. We have updated prior period amounts to reflect this change.

92 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

iii. Reconciliations of Select Non-IFRS Financial Measures

Reported Net Income to Underlying Net Income Reconciliation - Pre-tax by Business Group

	Q4’21
($ millions, after-tax)	Canada			U.S.			Asset Management			Asia			Corporate			Total
Reported net income (loss) - Common shareholders		356			85			140			446			51			1,078
Less: Market-related impacts (pre-tax)(1)		71			51			—			29			2			153
ACMA (pre-tax)(1)		2			(23	)		—			(2	)		—			(23	)
Other adjustments (pre-tax)(1)		(3	)		(10	)		(278	)		353			—			62
Tax expense (benefit) on above items		20			(5	)		36			(64	)		1			(12	)
Underlying net income (loss)(2)		266			72			382			130			48			898
	Q4’20
Reported net income (loss) - Common shareholders		255			88			267			132			2			744
Less: Market-related impacts (pre-tax)(1)		(75	)		2			—			3			5			(65	)
ACMA (pre-tax)(1)		(4	)		(76	)		—			21			(1	)		(60	)
Other adjustments (pre-tax)(1)		—			(1	)		(78	)		(8	)		(27	)		(114	)
Tax expense (benefit) on above items		91			15			12			—			3			121
Underlying net income (loss)(2)		243			148			333			116			22			862

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

	2021
($ millions, after-tax)	Canada			U.S.			Asset Management			Asia			Corporate			Total
Reported net income (loss) - Common shareholders		1,558			499			892			1,075			(90	)		3,934
Less: Market-related impacts (pre-tax)(1)		669			117			—			67			(4	)		849
ACMA (pre-tax)(1)		52			(126	)		—			135			5			66
Other adjustments (pre-tax)(1)		(118	)		(14	)		(488	)		352			(70	)		(338	)
Tax expense (benefit) on above items		(176	)		4			34			(65	)		27			(176	)
Underlying net income (loss)(2)		1,131			518			1,346			586			(48	)		3,533
	2020
($ millions, after-tax)	Canada			U.S.			Asset Management			Asia			Corporate			Total
Reported net income (loss) - Common shareholders		717			257			980			594			(144	)		2,404
Less: Market-related impacts (pre-tax)(1)		(656	)		10			—			(77	)		7			(716	)
ACMA (pre-tax)(1)		43			(397	)		—			99			41			(214	)
Other adjustments (pre-tax)(1)		4			(6	)		(167	)		(8	)		(64	)		(241	)
Tax expense (benefit) on above items		253			82			19			1			7			362
Underlying net income (loss)(2)		1,073			568			1,128			579			(135	)		3,213

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 93

Reported Net Income to Underlying Net Income Reconciliation - Pre-tax by Business Unit - Asset Management

	Q4’21						Q4’20
($ millions, after-tax)	MFS			SLC Management			MFS			SLC Management
Reported net income (loss) - Common shareholders		295			(155	)		253			14
Less: Other adjustments (pre-tax)(1)		(53	)		(225	)		(52	)		(26	)
Tax expense (benefit) on above items		6			30			6			6
Underlying net income (loss)(2)		342			40			299			34
	2021						2020
($ millions, after-tax)	MFS			SLC Management			MFS			SLC Management
Reported net income (loss) - Common shareholders		1,049			(157	)		942			38
Less: Other adjustments (pre-tax)(1)		(206	)		(282	)		(103	)		(64	)
Tax expense (benefit) on above items		20			14			11			8
Underlying net income (loss)(2)		1,235			111			1,034			94

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

Reported Net Income to Underlying Net Income Reconciliation - Pre-tax in U.S. dollars

	Q4’21						Q4’20
(US$ millions)	U.S.			MFS			U.S.			MFS
Reported net income (loss) - Common shareholders		68			234			66			194
Less: Market-related impacts (pre-tax)(1)		42			—			1			—
ACMA (pre-tax)(1)		(19	)		—			(58	)		—
Other adjustments (pre-tax)(1)		(8	)		(43	)		(1	)		(40	)
Tax expense (benefit) on above items		(3	)		5			12			4
Underlying net income (loss)(2)		56			272			112			230
(US$ millions)	2021						2020
Reported net income (loss) - Common shareholders		399			836			191			704
Less: Market-related impacts (pre-tax)(1)		94			—			7			—
ACMA (pre-tax)(1)		(101	)		—			(299	)		—
Other adjustments (pre-tax)(1)		(11	)		(165	)		(4	)		(78	)
Tax expense (benefit) on above items		4			16			62			8
Underlying net income (loss)(2)		413			985			425			774

⁽¹⁾ Represents an adjustment made to arrive at a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document for a breakdown of components within this adjustment.

⁽²⁾ Represents a non-IFRS financial measure. See section L - Non-IFRS Financial Measures in this document.

 M. Accounting and Control Matters

1. Critical Accounting Policies and Estimates

Our significant accounting and actuarial policies are described in Notes 1, 2, 3, 5, 10, 11 and 20 of our 2021 Annual Consolidated Financial Statements. Management must make judgments involving assumptions and estimates, some of which may relate to matters that are inherently uncertain, under these policies. The estimates described below are considered particularly significant to understanding our financial performance. As part of our financial control and reporting, judgments involving assumptions and estimates are reviewed by the independent auditor and by other independent advisors on a periodic basis. Accounting policies requiring estimates are applied consistently in the determination of our financial results.

Benefits to Policyholders

General

The liabilities for insurance contracts represent the estimated amounts which, together with estimated future premiums and net investment income, will provide for outstanding claims, estimated future benefits, policyholders’ dividends, taxes (other than income taxes), and expenses on in-force insurance contracts.

In determining our liabilities for insurance contracts, assumptions must be made about mortality and morbidity rates, lapse and other policyholder behaviour, interest rates, equity market performance, asset default, inflation, expenses, and other factors over the life of our products. Most of

94 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

these assumptions relate to events that are anticipated to occur many years in the future. Assumptions require significant judgment and regular review and, where appropriate, revision.

We use best estimate assumptions for expected future experience and apply margins for adverse deviations to provide for uncertainty in the choice of the best estimate assumptions. The amount of insurance contract liabilities related to the application of margins for adverse deviations to best estimate assumptions is called a provision for adverse deviations.

Best Estimate Assumptions

Best estimate assumptions are intended to be current, neutral estimates of the expected outcome as guided by Canadian actuarial standards of practice. The choice of best estimate assumptions takes into account current circumstances, past experience data (Company and/or industry), the relationship of past to expected future experience, anti-selection, the relationship among assumptions, and other relevant factors. For assumptions on economic matters, the assets supporting the liabilities and the expected policy for asset-liability management are relevant factors.

Margins for Adverse Deviations

The appropriate level of margin for adverse deviations on an assumption is guided by Canadian actuarial standards of practice. For most assumptions, the standard range of margins for adverse deviations is 5% to 20% of the best estimate assumption, and the actuary chooses from within that range based on a number of considerations related to the uncertainty in the determination of the best estimate assumption. The level of uncertainty, and hence the margin chosen, will vary by assumption and by line of business and other factors. Considerations that would tend to indicate a choice of margin at the high end of the range include:

• The statistical credibility of the Company’s experience is too low to be the primary source of data for choosing the best estimate assumption.

• Future experience is difficult to estimate.

• The cohort of risks lacks homogeneity.

• Operational risks adversely impact the ability to estimate the best estimate assumption.

• Past experience may not be representative of future experience and the experience may deteriorate.

Provisions for adverse deviations in future interest rates are included by testing a number of scenarios of future interest rates, some of which are prescribed by Canadian actuarial standards of practice, and determining the liability based on the range of possible outcomes. A scenario of future interest rates includes, for each forecast period between the statement of financial position date and the last liability cash flow, interest rates for risk-free assets, premiums for asset default, rates of inflation, and an investment strategy consistent with the Company’s investment policy. The starting point for all future interest rate scenarios is consistent with the current market environment. If few scenarios are tested, the liability would be at least as great as the largest of the outcomes. If many scenarios are tested, the liability would be within a range defined by the average of the outcomes that are above the 60th percentile of the range of outcomes and the corresponding average for the 80th percentile.

Provisions for adverse deviations in future equity returns are included by scenario testing or by applying margins for adverse deviations. In blocks of business where the valuation of liabilities uses scenario testing of future equity returns, the liability would be within a range defined by the average of the outcomes that are above the 60th percentile of the range of outcomes and the corresponding average for the 80th percentile. In blocks of business where the valuation of liabilities does not use scenario testing of future equity returns, the margin for adverse deviations on common share dividends is between 5% and 20%, and the margin for adverse deviations on capital gains would be 20% plus an assumption that those assets reduce in value by 20% to 50% at the time when the reduction is most adverse. A 30% reduction is appropriate for a diversified portfolio of North American common shares and, for other portfolios, the appropriate reduction depends on the volatility of the portfolio relative to a diversified portfolio of North American common shares.

In choosing margins, we ensure that, when taken one at a time, each margin is reasonable with respect to the underlying best estimate assumption and the extent of uncertainty present in making that assumption, and also that, in aggregate, the cumulative impact of the margins for adverse deviations is reasonable with respect to the total amount of our insurance contract liabilities. Our margins are generally stable over time and are generally only revised to reflect changes in the level of uncertainty in the best estimate assumptions. Our margins tend to be at the mid-range, with the higher range used where there is greater uncertainty. When considering the aggregate impact of margins, the actuary assesses the consistency of margins for each assumption across each block of business to ensure there is no double counting or omission and to avoid choosing margins that might be mutually exclusive. In particular, the actuary chooses similar margins for blocks of business with similar characteristics, and also chooses margins that are consistent with other assumptions, including assumptions about economic factors. The actuary is guided by Canadian actuarial standards of practice in making these professional judgments about the reasonableness of margins for adverse deviations.

The best estimate assumptions and margins for adverse deviations are reviewed at least annually and revisions are made when appropriate. The choice of assumptions underlying the valuation of insurance contract liabilities is subject to external actuarial peer review.

Critical Accounting Estimates

Significant factors affecting the determination of policyholders’ benefits, the methodology by which they are determined, their significance to the Company’s financial condition and results of operations are described below.

Non-fixed Income Market Movements

We are exposed to equity markets through our segregated fund products (including variable annuities) that provide guarantees linked to underlying fund performance and through insurance products where the insurance contract liabilities are supported by non-fixed income assets.

For segregated fund products (including variable annuities), we have implemented hedging programs involving the use of derivative instruments to mitigate a large portion of the equity market risk associated with the guarantees. The cost of these hedging programs is reflected in the liabilities. The equity market risk associated with anticipated future fee income is not hedged.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 95

The majority of non-fixed income assets that are designated as FVTPL support our participating and universal life products where investment returns are passed through to policyholders through routine changes in the amount of dividends declared or in the rate of interest credited. In these cases, changes in non-fixed income asset values are largely offset by changes in insurance contract liabilities.

Interest Rates

We generally maintain distinct asset portfolios for each major line of business. In the valuation of insurance contract liabilities, the future cash flows from insurance contracts and the assets that support them are projected under a number of interest rate scenarios, some of which are prescribed by Canadian actuarial standards of practice. Reinvestments and disinvestments take place according to the specifications of each scenario, and the liability is set based on the range of possible outcomes.

For certain products, including participating insurance and certain forms of universal life policies and annuities, policyholders share investment performance through routine changes in the amount of dividends declared or in the rate of interest credited. These products generally have minimum interest rate guarantees.

Hedging programs are in place to help mitigate the impact of interest rate movements.

Mortality

Mortality refers to the rates at which death occurs for defined groups of people. Life insurance mortality assumptions are generally based on the past five to ten years of experience. Our experience is combined with industry experience where our own experience is insufficient to be statistically valid. Assumed mortality rates for life insurance and annuity contracts include assumptions about future mortality improvement based on recent trends in population mortality and our outlook for future trends.

Morbidity

Morbidity refers to both the rates of accident or sickness and the rates of recovery therefrom. Most of our disability insurance is marketed on a group basis. We offer critical illness policies on an individual basis in Canada and Asia, long-term care on an individual basis in Canada, and medical stop-loss insurance is offered on a group basis in the U.S. In Canada, group morbidity assumptions are based on our five-year average experience, modified to reflect any emerging trend in recovery rates. For long-term care and critical illness insurance, assumptions are developed in collaboration with our reinsurers and are largely based on their experience. In the U.S., our experience is used for both medical stop-loss and disability assumptions, with some consideration of industry experience.

Policy Termination Rates

Policyholders may allow their policies to lapse prior to the end of the contractual coverage period by choosing not to continue to pay premiums or by surrendering their policy for the cash surrender value. Assumptions for lapse experience on life insurance are generally based on our five-year average experience. Lapse rates vary by plan, age at issue, method of premium payment, and policy duration.

Premium Payment Patterns

For universal life contracts, it is necessary to set assumptions about premium payment patterns. Studies prepared by industry or the actuarial profession are used for products where our experience is insufficient to be statistically valid. Premium payment patterns usually vary by plan, age at issue, method of premium payment, and policy duration.

Expense

Future policy-related expenses include the costs of premium collection, claims adjudication and processing, actuarial calculations, preparation and mailing of policy statements, and related indirect expenses and overhead. Expense assumptions are mainly based on our recent experience using an internal expense allocation methodology. Inflationary increases assumed in future expenses are consistent with the future interest rates used in scenario testing.

Asset Default

As required by Canadian actuarial standards of practice, insurance contract liabilities include a provision for possible future default of the assets supporting those liabilities. The amount of the provision for asset default included in the insurance contract liabilities is based on possible reductions in future investment yield that vary by factors such as type of asset, asset credit quality (rating), duration, and country of origin. The asset default assumptions are comprised of a best estimate plus a margin for adverse deviations, and are intended to provide for loss of both principal and income. Best estimate asset default assumptions by asset category and geography are derived from long-term studies of industry experience and the Company’s experience. Margins for adverse deviation are chosen from the standard range (of 25% to 100%) as recommended by Canadian actuarial standards of practice based on the amount of uncertainty in the choice of best estimate assumption. The credit quality of an asset is based on external ratings if available (public bonds) and internal ratings if not (mortgages and loans). Any assets without ratings are treated as if they are rated below investment grade.

In contrast to asset impairment provisions and changes in FVTPL assets arising from impairments, both of which arise from known credit events, the asset default provision in the insurance contract liabilities covers losses related to possible future (unknown) credit events. Canadian actuarial standards of practice require the asset default provision to be determined taking into account known impairments that are recognized elsewhere on the statement of financial position. The asset default provision included in the insurance contract liabilities is reassessed each reporting period in light of impairments, changes in asset quality ratings, and other events that occurred during the period.

96 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

Sensitivities to Best Estimate Assumptions

The sensitivities presented below are forward-looking statements. They include measures of our estimated shareholders’ net income sensitivity to changes in the best estimate assumptions in our insurance contract liabilities based on a starting point and business mix as at December 31, 2021 and as at December 31, 2020, reflecting the update of actuarial method and assumption changes described in this MD&A under the heading Assumption Changes and Management Actions and, where appropriate, taking into account hedging programs in place as at December 31, 2021 and December 31, 2020 described in this MD&A under the heading Market Risk. These sensitivities represent the Company’s estimate of changes in best estimate assumptions that are reasonably likely based on the Company’s and/or the industry’s historical experience and industry standards and best practices as at December 31, 2021 and December 31, 2020.

Changes to the starting point for interest rates, equity market prices and business mix will result in different estimated sensitivities. Additional information regarding equity and interest rate sensitivities, including key assumptions, can be found under the heading J - Risk Management - 9 - Risk Categories - Market Risk Sensitivities in this document.

The following table sets out the estimated immediate impact on, or sensitivity of, our common shareholders’ net income attributable to certain changes in best estimate assumptions as at December 31, 2021 and December 31, 2020:

Critical Accounting Estimate	Sensitivity	2021			2020
($ millions, after-tax)
Mortality	2% increase in the best estimate assumption for insurance products		(25	)		(25	)
	2% decrease in the best estimate assumption for annuity products		(150	)		(150	)
Morbidity	5% adverse change in the best estimate assumption		(255	)		(250	)
Policy Termination Rates	10% decrease in the termination rate - where fewer terminations would be financially adverse		(270	)		(295	)
	10% increase in the termination rate - where more terminations would be financially adverse		(225	)		(200	)
Operating Expenses and Inflation	5% increase in unit maintenance expenses		(165	)		(175	)
Real Estate	1% reduction in assumed future real estate returns		(505	)		(495	)
Equities	1% reduction in assumed future equity returns		(215	)		(235	)

Fair Value of Assets and Liabilities

Debt securities, equity securities and certain other invested assets are designated as FVTPL or AFS and are recorded at fair value in our Consolidated Statements of Financial Position. Changes in fair value of assets designated as FVTPL, and realized gains and losses on sale of FVTPL assets are recorded in income. Changes in fair value of AFS assets are recorded in OCI. For foreign currency translation, exchange differences calculated on the amortized cost of AFS debt securities are recognized in income and other changes in carrying amount are recognized in OCI. The exchange differences from the translation of AFS equity securities and other invested assets are recognized in OCI. Net impairment losses and realized gains and losses on sale of AFS assets are reclassified from OCI to income.

The fair value of government and corporate debt securities is determined using quoted prices in active markets for identical or similar securities. When quoted prices in active markets are not available, fair value is determined using market standard valuation methodologies, which include discounted cash flow analysis, consensus pricing from various broker dealers that are typically the market makers, or other similar techniques. The assumptions and valuation inputs in applying these market standard valuation methodologies are determined primarily using observable market inputs, which include, but are not limited to, benchmark yields, reported trades of identical or similar instruments, broker-dealer quotes, issuer spreads, bid prices, and reference data including market research publications. In limited circumstances, non-binding broker quotes are used.

The fair value of asset-backed securities is determined using quoted prices in active markets for identical or similar securities, when available, or valuation methodologies and valuation inputs similar to those used for government and corporate debt securities. Additional valuation inputs include structural characteristics of the securities, and the underlying collateral performance, such as prepayment speeds and delinquencies. Expected prepayment speeds are based primarily on those previously experienced in the market at projected future interest rate levels. In instances where there is a lack of sufficient observable market data to value the securities, non-binding broker quotes are used.

The fair value of equity securities is determined using quoted prices in active markets for identical securities or similar securities. When quoted prices in active markets are not available, fair value is determined using equity valuation models, which include discounted cash flow analysis and other techniques that involve benchmark comparison. Valuation inputs primarily include projected future operating cash flows and earnings, dividends, market discount rates, and earnings multiples of comparable companies.

Mortgages and loans are generally carried at amortized cost. The fair value of mortgages and loans, for disclosure purposes, is determined by discounting the expected future cash flows using a current market interest rate applicable to financial instruments with a similar yield, credit quality and maturity characteristics. Valuation inputs typically include benchmark yields and risk-adjusted spreads from current lending activities or loan issuances. The risk-adjusted spreads are determined based on the borrower’s credit and liquidity, as well as term and other loan-specific features. Long-term mortgages and loans are generally categorized in Level 3 of the fair value hierarchy. The significant unobservable input is a portion of these risk adjusted spreads at or beyond the 20 year point for mortgages and at or beyond the 10 year point for loans.

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 97

The fair value of other financial liabilities is determined by using the discounted cash flow methodology at the incremental borrowing rate or the effective interest rate. Other financial liabilities categorized as Level 3 represent the present value of the estimated price we would pay to acquire any remaining outstanding shares upon exercise of a put option and any mandatory income distributions. The fair value of the liabilities is based on the average earnings before income tax, depreciation and amortization (“EBITDA”) for the preceding years before the options’ exercise dates and EBITDA multiples in accordance with the put agreements as well as the expected amount of any mandatory income distributions. A change in EBITDA would impact the fair value of other financial liabilities and our net income (loss).

Derivative financial instruments are recorded at fair value with changes in fair value recorded in income unless the derivative is part of a qualifying hedging relationship for accounting purposes. The fair value of derivative financial instruments depends upon derivative types. The fair value of exchange-traded futures and options is determined using quoted prices in active markets, while the fair value of OTC derivatives is determined using pricing models, such as discounted cash flow analysis or other market standard valuation techniques, with primarily observable market inputs. Valuation inputs used to price OTC derivatives may include swap interest rate curves, foreign exchange spot and forward rates, index prices, the value of underlying securities, projected dividends, volatility surfaces, and in limited circumstances, counterparty quotes.

The fair value of OTC derivative financial instruments also includes credit valuation adjustments to reflect the credit risk of both the derivative counterparty and ourselves as well as the impact of contractual factors designed to reduce our credit exposure, such as collateral and legal rights of offset under master netting agreements. Inputs into determining the appropriate credit valuation adjustments are typically obtained from publicly available information and include credit default swap spreads when available, credit spreads derived from specific bond yields, or published cumulative default experience data adjusted for current trends when credit default swap spreads are not available.

The fair value of other invested assets is determined using quoted prices in active markets for identical securities or similar securities. When quoted prices in active markets are not available, fair value is determined using equity valuation models, which include discounted cash flow analysis and other techniques that involve benchmark comparison. Valuation inputs primarily include projected future operating cash flows and earnings, dividends, market discount rates, and earnings multiples of comparable companies.

Investment properties are recorded at fair value with changes in fair value recorded in income. The fair value of investment properties is generally determined using property valuation models that are based on expected capitalization rates and models that discount expected future net cash flows at current market interest rates reflective of the characteristics, location, and market of each property. Expected future net cash flows include contractual and projected cash flows and forecasted operating expenses, and take into account interest, rental and occupancy rates derived from market surveys. The estimates of future cash inflows, in addition to expected rental income from current leases, include projected income from future leases based on significant assumptions that are consistent with current market conditions. The future rental rates are estimated based on the location, type and quality of the properties, and take into account market data and projections at the valuation date. The fair values are typically compared to market-based information for reasonability, including recent transactions involving comparable assets. The methodologies and inputs used in these models are in accordance with real estate industry valuation standards. Valuations are prepared externally or internally by professionally accredited real estate appraisers.

The fair value of short-term securities is approximated by their carrying amount adjusted for credit risk where appropriate.

Due to their nature, the fair value of policy loans and cash are assumed to be equal to their carrying values, which is the amount these assets are recorded at in our Consolidated Statements of Financial Position.

Investments for accounts of segregated fund holders are recorded at fair value with changes in fair value recorded in net realized and unrealized gains (losses) within the segregated fund and are not recorded in our Consolidated Statements of Operations. The fair value of investments for accounts of segregated fund holders is determined using quoted prices in active markets or independent valuation information provided by investment managers. The fair value of direct investments within investments for accounts of segregated fund holders, such as short-term securities and government and corporate debt securities, is determined according to valuation methodologies and inputs described above in the respective asset type sections. The fair value of the secured borrowings from mortgage securitization is based on the methodologies and assumptions as described above for asset-backed securities.

The methodologies and assumptions for determining the fair values of investment contract liabilities are included in Note 10.B of our 2021 Annual Consolidated Financial Statements.

We categorize our assets and liabilities carried at fair value, based on the priority of the inputs to the valuation techniques used to measure fair value, into a three-level fair value hierarchy as follows:

Level 1: Fair value is based on the unadjusted quoted prices for identical assets or liabilities in an active market. The types of assets and liabilities classified as Level 1 generally include cash and cash equivalents, certain U.S. government and agency securities, exchange-traded equity securities, and certain segregated and mutual fund units held for account of segregated fund holders.

Level 2: Fair value is based on quoted prices for similar assets or liabilities traded in active markets, or prices from valuation techniques that use significant observable inputs, or inputs that are derived principally from or corroborated with observable market data through correlation or other means. The types of assets and liabilities classified as Level 2 generally include Canadian federal, provincial and municipal government, other foreign government and corporate debt securities, certain asset-backed securities, OTC derivatives, and certain segregated and mutual fund units held for account of segregated fund holders.

Level 3: Fair value is based on valuation techniques that require one or more significant inputs that are not based on observable market inputs. These unobservable inputs reflect our expectations about the assumptions market participants would use in pricing the asset or liability. The types of assets and liabilities classified as Level 3 generally include certain corporate bonds, certain other invested assets, and investment properties.

As pricing inputs become more or less observable, assets are transferred between levels in the hierarchy. Total gains and losses in income and OCI are calculated assuming transfers into or out of Level 3 occur at the beginning of the period. For a financial instrument that transfers into Level 3

98 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

during the reporting period, the entire change in fair value for the period is included in the Level 3 reconciliation schedule in Note 5 of our 2021 Annual Consolidated Financial Statements. For transfers out of Level 3 during the reporting period, the change in fair value for the period is excluded from the Level 3 reconciliation schedule in Note 5 of our 2021 Annual Consolidated Financial Statements. Transfers into Level 3 occur when the inputs used to price the financial instrument lack observable market data and as a result, no longer meet the Level 1 or 2 criteria at the reporting date. Transfers out of Level 3 occur when the pricing inputs become more transparent and satisfy the Level 1 or 2 criteria at the reporting date.

Transfers into and out of Level 3 for financial assets were $nil and $140 million for the year ended December 31, 2021, respectively, compared to $5 million and $89 million, respectively, for the year ended December 31, 2020. The total amount of the net realized/unrealized gains (losses) related to financial instruments transferred out of Level 3 during the period, which were excluded from the Level 3 reconciliation, was a gain of $1 million as at December 31, 2021 compared to a loss of $5 million as at December 31, 2020.

Additional information on the fair value measurement of investments can be found in Note 5 of our 2021 Annual Consolidated Financial Statements.

Impairment

Management assesses debt and equity securities, mortgages and loans and other invested assets for objective evidence of impairment at each reporting date. Financial assets are impaired and impairment losses are incurred if there is objective evidence of impairment as a result of one or more loss events that have an impact on the estimated future cash flows that can be reliably estimated. Objective evidence of impairment generally includes significant financial difficulty of the issuer, including actual or anticipated bankruptcy or defaults and delinquency in payments of interest or principal or disappearance of an active market for the financial assets. All equity instruments in an unrealized loss position are reviewed to determine if objective evidence of impairment exists. Objective evidence of impairment for an investment in an equity instrument or other invested asset also includes, but is not limited to, the financial condition and near-term prospects of the issuer, including information about significant changes with adverse effects that have taken place in the technological, market, economic or legal environment in which the issuer operates, and a significant or prolonged decline in the fair value of an equity instrument or other invested asset below its cost.

Additional information on the impairment of financial assets can be found in Notes 1 and 10 of our 2021 Annual Consolidated Financial Statements.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable tangible and intangible assets of the acquired businesses. Goodwill is carried at original cost less any impairment subsequently incurred. Goodwill is assessed for impairment annually or more frequently if events or circumstances occur that may result in the recoverable amount of a cash generating unit (“CGU”) falling below its carrying value. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of cash inflows from other groups of assets. The goodwill balances are allocated to either individual or groups of CGUs that are expected to benefit from the synergies of the business combination. Goodwill impairment is quantified by comparing a CGU’s or a group of CGU’s carrying value to its recoverable amount, which is the higher of fair value less cost to sell and value in use. Impairment losses are recognized immediately and cannot be reversed in future periods.

No impairment charges were recognized in 2021. We had a carrying value of $6,517 million in goodwill as at December 31, 2021. Additional information on goodwill can be found in Note 9 of our 2021 Annual Consolidated Financial Statements.

Intangible Assets

Intangible assets consist of finite life and indefinite life intangible assets. Finite life intangible assets are amortized on a straight-line basis or using a units-of-production method, over the useful economic lives which are varying periods of up to 40 years. Amortization is charged through operating expenses. The useful lives of finite life intangible assets are reviewed annually, and the amortization is adjusted as necessary. Indefinite life intangibles are not amortized, and are assessed for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Impairment is assessed by comparing the carrying values of the indefinite life intangible assets to their recoverable amounts. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. If the carrying values of the indefinite life intangibles exceed their recoverable amounts, these assets are considered impaired, and a charge for impairment is recognized in our Consolidated Statements of Operations. The recoverable amount of intangible assets is determined using various valuation models, which require management to make certain judgments and assumptions that could affect the estimates of the recoverable amount. Impairment charges on intangible assets of $9 million were recognized in 2021 and there were impairment charges of $11 million in 2020.

As at December 31, 2021, our finite life intangible assets had a carrying value of $2.3 billion, which reflected the value of the field force, asset administration contracts, and Client relationships acquired as part of the Clarica, CMG Asia, Genworth EBG, Ryan Labs, Prime Advisors, Bentall Kennedy, and the U.S. employee benefits business acquisitions, the ACB bancassurance partnership, and Crescent, as well as software costs. Our indefinite life intangible assets had a carrying value of $1.1 billion as at December 31, 2021. The value of the indefinite life intangible assets reflected fund management contracts of MFS, BGO, InfraRed and Crescent.

Income Taxes

Income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. Deferred income tax is provided using the liability method. Our provision for income taxes is calculated based on the tax rates and tax laws that have been enacted or substantially enacted by the end of the reporting period.

As a multinational organization, we are subject to taxation in numerous jurisdictions. We seek to operate in a tax efficient manner while ensuring that we are in compliance with all laws and regulations. The determination of the required provision for current and deferred income taxes requires that we interpret tax legislation in the jurisdictions in which we operate and that we make assumptions about the expected timing of realization of deferred income tax assets and liabilities. Tax laws are complex and their interpretation requires significant judgment. The provision for income taxes reflects management’s interpretation of the relevant tax laws and its best estimate of the income tax implications of the transactions and events during the period. We believe that our provisions for uncertain tax positions appropriately reflect the risk of tax positions that are under

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 99

audit, dispute or appeal with tax authorities, or which are otherwise considered to involve uncertainty. The adequacy of our tax provision is reviewed at the end of each reporting period. To the extent that our interpretations differ from those of tax authorities or the timing of realization is not as expected, the provision for income taxes may increase or decrease in future periods to reflect actual experience. The amount of any increase or decrease cannot be reasonably estimated.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the temporary differences, unused tax losses and unused tax credits can be utilized. At each reporting period, we assess all available evidence, both positive and negative, to determine the amount of deferred income tax assets to be recorded. If it is probable that the benefit of tax losses and tax deductions will not be realized, a deferred income tax asset is not recognized. The assessment requires significant estimates and judgment about future events based on the information available at the reporting date.

From time to time, local governments, in countries in which we operate, enact changes to statutory corporate income tax rates. These changes require us to review and re-measure our deferred tax assets and liabilities as of the date of enactment. As at December 31, 2021, our net deferred tax asset in the Consolidated Statements of Financial Position was $1,526 million, primarily in Canada. Any future tax rate reductions in jurisdictions where we carry a net deferred tax asset, could result in a reduction in the carrying value of the deferred tax asset and a corresponding income tax expense at the time of substantial enactment of a rate reduction.

Pension Plans and Other Post-Retirement Benefits

The Company sponsors defined benefit pension plans and defined contribution plans for eligible employees. All of our material defined benefit plans worldwide are closed to new entrants with new hires participating in defined contribution plans. Our defined benefit pension plans offer benefits based on length of service and final average earnings and certain plans offer some indexation of benefits. We maintain certain supplementary non-contributory defined benefit pension arrangements for eligible employees, which are primarily for benefits which are in excess of local tax limits. In addition to these plans, in some countries the Company sponsors certain post-retirement benefit plans (for medical, dental and/or life insurance benefits) for eligible qualifying employees and their dependents who meet certain requirements.

In Canada, since January 1, 2009, all new employees participate in a defined contribution plan, while existing employees continue to accrue future benefits in the prior plan which provides a defined benefit plan and an optional contributory defined contribution plan.

With the closure of the Canadian defined benefit plans to new entrants, the volatility associated with future service accruals for active members has been limited and will decline over time. As at December 31, 2021, there are no active members in the UK and no active employees accruing future service benefits in the U.S. defined benefit plans.

The major risks remaining in relation to past service obligations are increases in liabilities due to a decline in discount rates, greater life expectancy than assumed and adverse asset returns. We have significantly de-risked the investments of our material defined benefit pension plans Company-wide by systematically shifting the pension asset mix towards liability matching investments. The target for our significant plans is to minimize volatility in funded status arising from changes in discount rates and exposure to equity markets.

Due to the long-term nature of these defined benefit plans, the calculation of benefit expenses and accrued benefit obligations depends on various assumptions, including discount rates, rates of compensation increases, health care cost trend rates, retirement ages, mortality rates and termination rates. Based upon consultation with external pension actuaries, management determines the assumptions used for these plans on an annual basis. The discount rate used for our material defined benefit plans is determined with reference to market yields of high-quality corporate bonds that are denominated in the same currency in which the benefits will be paid, and that have terms to maturity approximating the terms of obligations.

Actual experience may differ from that assumed, which would impact the valuation of defined benefit plans and the level of benefit expenses recognized in future years. Details of our pension and post-retirement benefit plans and the key assumptions used for the valuation these plans are included in Note 25 of our 2021 Annual Consolidated Financial Statements.

2. Changes in Accounting Policies

We have included in this section a summary of changes in accounting policies. Where there are references to Notes, these are part of our 2021 Annual Consolidated Financial Statements.

2.A New and Amended International Financial Reporting Standards Adopted in 2021

We adopted the following amendments on January 1, 2021:

In August 2020, the IASB issued the Interest Rate Benchmark Reform Phase 2, which includes amendments to IFRS 9, IAS 39, IFRS 7 Financial Instruments: Disclosures, IFRS 4 and IFRS 16 Leases (“IFRS 16”). The amendments address issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one. The adoption of these amendments did not have a material impact on our Consolidated Financial Statements.

The UK, Financial Conduct Authority (“FCA”) announced on March 5, 2021 that panel bank submissions for UK London Interbank Offered Rate (“LIBOR”) will cease after December 31, 2021 and for key U.S. LIBOR tenors, after June 30, 2023. Additionally, the Canadian Alternative Reference Rate (“CARR”) working group has recommended on December 16, 2021 that the administrator of the Canadian Dollar Offered Rate (“CDOR”), Refinitiv Benchmark Services (UK) Limited (“RBSL”), cease publication of all of CDOR’s remaining tenors after the end of June 2024. However, this is a recommendation only and the decision to cease CDOR ultimately lies solely with RBSL.

100 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

We have created an Interbank Offered Rate (“IBOR”) Transition Program (“the Program”) to manage the transition to Alternative Reference Rates (“ARR”). The Program is cross-functional in nature and comprises key stakeholders across our organization and operates with executive oversight. The Program is on track in executing its transition plan, and is mindful of incorporating market developments as they arise. We also actively participate in industry associations and incorporate best practice guidance from these industry associations, as well as regulatory bodies into the transition plan, such as reviewing all existing and new U.S. LIBOR contracts for appropriate fallback language in contracts.

Areas of risk relating to the replacement of IBOR include the negotiations with borrowers, updating systems and processes which capture IBOR referenced contracts, amendments to those contracts, or existing fallback/transition clauses not operating as anticipated. Other transition risks that may arise because of the new ARRs are predominantly limited to interest rate risk and the risk of losing value or return on existing instruments. In 2020, all our entities exposed to U.S. LIBOR adhered to the International Swaps and Derivatives Association IBOR Fallbacks Protocol facilitating the transition of legacy derivative contracts. Our entities are also fully ready for the cessation of the publication of GBP LIBOR, having addressed the transition of all exposures as at December 31, 2021.

Our exposure to interest rate benchmarks subject to IBOR reforms is predominately related to U.S. LIBOR. As at December 31, 2021, non-derivative financial assets of $3,849, non-derivative financial liabilities of $70, and derivative notional of $9,417 have not yet transitioned to an ARR and excludes financial instruments maturing by June 30, 2023.

We adopted the following amendment on April 1, 2021:

In March 2021, the IASB issued the COVID-19-Related Rent Concessions beyond 30 June 2021 amendment to IFRS 16. The amendment extends the application period of the practical expedient in IFRS 16 to help lessees account for COVID-19-related rent concessions by one year. The original amendment was issued in May 2020 by adding a practical expedient to provide relief for lessees from lease modification accounting for COVID-19-related rent concessions, such as rent holidays and temporary rent reductions. The adoption of this amendment did not have a material impact on our Consolidated Financial Statements.

2. B New and Amended International Financial Reporting Standards to be Adopted in 2022

The following new and amended IFRS were issued by the IASB and are expected to be adopted by us in 2022. We do not expect the adoption of these amendments to have a material impact on our Consolidated Financial Statements:

In May 2020, the IASB issued Reference to the Conceptual Framework, which includes amendments to IFRS 3 Business Combinations. The amendments update an outdated reference to the Conceptual Framework in IFRS 3 without significantly changing the requirements in the standard.

In May 2020, the IASB issued Property, Plant and Equipment - Proceeds before Intended Use, which includes amendments to IAS 16 Property, Plant and Equipment. The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The amendments apply retrospectively to assets ready for use in the comparative period.

In May 2020, the IASB issued Onerous Contracts - Cost of Fulfilling a Contract, which includes amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets. The amendments specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts.

In May 2020, the IASB issued Annual Improvements to IFRS Standards 2018-2020, which includes minor amendments to three IFRS standards applicable to our Consolidated Financial Statements. The amendments apply prospectively.

2.C Amended International Financial Reporting Standards to be Adopted in 2023 or Later

We are currently assessing the impact that these amendments will have on our Consolidated Financial Statements:

In May 2021, the IASB issued amendments to IAS 12 Income Taxes (“IAS 12”). The amendments, Deferred Tax related to Assets and Liabilities arising from a Single Transaction, narrow the scope of the recognition exemption in IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The amendment to IAS 12 will be effective for annual reporting periods beginning on or after January 1, 2023, with early application permitted.

In February 2021, the IASB issued amendments to IAS 1 Presentation of Financial Statements (“IAS 1”) and IFRS Practice Statement 2 Making Materiality Judgments (“IFRS Practice Statement 2”). The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures. The amendment to IAS 1 will be effective for annual reporting periods beginning on or after January 1, 2023, with early application permitted.

In February 2021, the IASB issued amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”). The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. The amendment to IAS 8 will be effective for annual reporting periods beginning on or after January 1, 2023, with early application permitted.

In May 2017, the IASB issued IFRS 17 Insurance Contracts (“IFRS 17”), which replaces IFRS 4. In June 2020, the IASB issued amendments to IFRS 17, which include deferral of the effective date to annual periods beginning on or after January 1, 2023. The deferral option of IFRS 9 for insurers was also extended to that same date. In December 2021, the IASB issued an optional amendment for a new transition option relating to comparative information about financial assets presented on initial application of IFRS 17. IFRS 17 establishes the principles for the recognition, measurement, presentation, and disclosure of insurance contracts. IFRS 17 requires entities to measure insurance contract liabilities at their current fulfillment values using one of three measurement models, depending on the nature of the contract. IFRS 17 is to be applied retrospectively to each group of

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insurance contracts unless impracticable. If, and only if, it is impracticable to apply IFRS 17 retrospectively for a group of insurance contracts, an entity shall apply IFRS 17 using a modified retrospective approach or a fair value approach. IFRS 17 will affect how we account for our insurance contracts and how we report our financial performance in our Consolidated Statements of Operations. We are currently assessing the impact of IFRS 17. We anticipate it will have an impact on the timing of earnings recognition and the presentation and disclosure of financial results in our Consolidated Financial Statements.

In July 2014, the IASB issued the final version of IFRS 9, which replaces IAS 39. IFRS 9 includes guidance on the classification and measurement of financial instruments, impairment of financial assets, and hedge accounting. Financial asset classification is based on the cash flow characteristics and the business model in which an asset is held. The classification determines how a financial instrument is accounted for and measured. IFRS 9 also introduces an impairment model for financial instruments not measured at fair value through profit or loss that requires recognition of expected losses at initial recognition of a financial instrument and the recognition of full lifetime expected losses if certain criteria are met. In addition, a new model for hedge accounting was introduced to achieve better alignment with risk management activities. This standard is effective for annual periods beginning on or after January 1, 2018. In October 2017, the IASB issued narrow-scope amendments to IFRS 9. The amendments clarify the classification of certain prepayable financial assets and the accounting of financial liabilities following modification. The amendments are effective for annual periods beginning on or after January 1, 2019. However, pursuant to the aforementioned amendments to IFRS 4, we elected the deferral approach permitted under IFRS 4 to continue to apply IAS 39. We are currently assessing the impact that IFRS 9, along with these amendments, will have on our Consolidated Financial Statements.

3. Disclosure Controls and Procedures

The Company has established disclosure controls and procedures that are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company’s President and CEO, Executive Vice-President and Chief Financial Officer (“CFO”), and Executive Vice-President, Chief Legal Officer and Public Affairs, on a timely basis so that appropriate decisions can be made regarding public disclosure.

An evaluation of the effectiveness of our disclosure controls and procedures, as defined under rules adopted by the Canadian securities regulatory authorities and the SEC, as at December 31, 2021, was carried out under the supervision of and with the participation of the Company’s management, including the CEO and the CFO. Based on our evaluation, the CEO and the CFO concluded that the design and operation of these disclosure controls and procedures were effective as at December 31, 2021.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements in accordance with IFRS.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We conducted an assessment of the effectiveness of our internal control over financial reporting, as of December 31, 2021, based on the framework and criteria established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2021.

Our internal control over financial reporting, as of December 31, 2021, has been audited by the Company’s external auditor, Deloitte LLP, Independent Registered Public Accounting Firm, who also audited our Annual Consolidated Financial Statements for the year ended December 31, 2021. As stated in the Report of Independent Registered Public Accounting Firm, they have expressed an unqualified opinion on our internal control over financial reporting as of December 31, 2021.

Changes in Internal Control over Financial Reporting

No changes were made in our internal control over financial reporting for the period which began on January 1, 2021 and ended December 31, 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 N. Legal and Regulatory Proceedings

Information concerning legal and regulatory matters is provided in our Annual Consolidated Financial Statements, our annual MD&A, and the AIF, in each case for the year ended December 31, 2021.

Sun Life is subject to regulation and supervision by government authorities in the jurisdictions in which it does business. Various regulators have introduced new measures or adjustments to respond to the evolving situation with the COVID-19 pandemic. OSFI, which supervises the activities of Sun Life, has announced various measures to support the resilience of the financial institutions that it regulates. On March 13, 2020, OSFI set an expectation for all federally regulated financial institutions that dividend increases and share buybacks should be halted for the time being. On November 4, 2021, OSFI lifted this restriction on the basis that these restrictions were no longer considered necessary. On April 9, 2020, OSFI announced a smoothing mechanism to LICAT interest rate risk requirements to reduce increased and unwarranted volatility in required capital. In the U.S., the National Association of Insurance Commissioners issued guidance to U.S. insurers on March 27, 2020 encouraging insurers to work with borrowers who may be unable to meet obligations because of the effects of the COVID-19 pandemic and on April 15, 2020 adopted interpretations of statutory accounting principles applicable to U.S. insurers related to, among other things, direct mortgage loans and Schedule BA mortgages. This guidance has been extended through December 31, 2021.

102 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

 O. Forward-looking Statements

From time to time, the Company makes written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements contained in this document include statements (i) relating to our strategies, (ii) relating to the increase in our medium-term financial objectives for underlying return on equity; (iii) relating to our sustainability plan commitments; (iv) relating to our intention to acquire DentaQuest; (v) relating to the expected impact of the transaction on our U.S. employee benefits revenues and mix of our U.S. product and service offerings; (vi) relating to our intention to sell our Canadian sponsored markets business to Canadian Premier; (vi) relating to our growth initiatives and other business objectives; (viii) relating to the plans we have implemented in response to the COVID-19 pandemic and related economic conditions and their impact on the Company; (ix) relating to our expected tax range for future years; (x) set out in this document under the heading H - Risk Management - Market Risk Sensitivities - Interest Rate Sensitivities, (xi) that are predictive in nature or that depend upon or refer to future events or conditions; and (xii) that include words such as “achieve”, “aim”, “ambition”, “anticipate”, “aspiration”, “assumption”, “believe”, “could”, “estimate”, “expect”, “goal”, “initiatives”, “intend”, “may”, “objective”, “outlook”, “plan”, “project”, “seek”, “should”, “strategy”, “strive”, “target”, “will”, and similar expressions. Forward-looking statements include the information concerning our possible or assumed future results of operations. These statements represent our current expectations, estimates, and projections regarding future events and are not historical facts, and remain subject to change, particularly in light of the ongoing and developing COVID-19 pandemic and its impact on the global economy and its uncertain impact on our business.

Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties that are difficult to predict. Future results and shareholder value may differ materially from those expressed in these forward-looking statements due to, among other factors, the impact of the COVID-19 pandemic and related economic conditions on our operations, liquidity, financial conditions or results and the matters set out in the Q4 2021 MD&A under the headings D - Profitability - 5 - Income taxes, F - Financial Strength and J - Risk Management and in SLF Inc.’s 2021 AIF under the heading Risk Factors, and the factors detailed in SLF Inc.’s other filings with Canadian and U.S. securities regulators, which are available for review at www.sedar.com and www.sec.gov, respectively.

Medium-Term Financial Objectives

The Company’s medium-term financial objectives set out in B - Overview - 2 - Financial Objectives are forward-looking non-IFRS financial measures. Our ability to achieve those objectives is dependent on our success in achieving growth initiatives and business objectives and on certain key assumptions that include: (i) no significant changes in the level of interest rates; (ii) average total equity market return of approximately 8-10% per annum; (iii) credit experience in line with best estimate actuarial assumptions; (iv) no significant changes in the level of our regulatory capital requirements; (v) no significant changes to our effective tax rate; (vi) no significant increase in the number of shares outstanding; (vii) other key assumptions include: no material changes to our hedging program, hedging costs that are consistent with our best estimate assumptions, no material assumption changes including updates to the economic scenario generator and no material accounting standard changes; and (viii) our best estimate actuarial assumptions used in determining our insurance and investment contract liabilities. Our underlying ROE is dependent upon capital levels and options for deployment of excess capital. Our medium-term financial objectives do not reflect the indirect effects of interest rate and equity market movements including the potential impacts on goodwill or the current valuation allowance on deferred tax assets as well as other items that may be non-operational in nature.

Our target dividend payout ratio of 40%-50% of our underlying net income assumes that economic conditions and our results will enable us to maintain our payout ratio in the target range, while maintaining a strong capital position. The declaration, amount and payment of dividends is subject to the approval of SLF Inc.’s Board of Directors and our compliance with the capital requirements in the Insurance Companies Act (Canada). Additional information on dividends is provided in the section I - Capital and Liquidity Management - 3 - Shareholder Dividends in this MD&A.

Although considered reasonable by the Company, we may not be able to achieve our medium-term financial objectives as the assumptions on which these objectives were based may prove to be inaccurate. Accordingly, our actual results could differ materially from our medium-term financial objectives as described in the section B - Overview - 2 - Financial Objectives in this MD&A. Our medium-term financial objectives do not constitute guidance.

Risk Factors

Important risk factors that could cause our assumptions and estimates, and expectations and projections to be inaccurate and our actual results or events to differ materially from those expressed in or implied by the forward-looking statements contained in this document, are set out below. The realization of our forward-looking statements, essentially depends on our business performance which, in turn, is subject to many risks, which have been further heightened with the current COVID-19 pandemic given the uncertainty of its duration and impact. Factors that could cause actual results to differ materially from expectations include, but are not limited to: market risks - related to the performance of equity markets; changes or volatility in interest rates or credit spreads or swap spreads; real estate investments; and fluctuations in foreign currency exchange rates; insurance risks - related to policyholder behaviour; mortality experience, morbidity experience and longevity; product design and pricing; the impact of higher-than-expected future expenses; and the availability, cost and effectiveness of reinsurance; credit risks - related to issuers of securities held in our investment portfolio, debtors, structured securities, reinsurers, counterparties, other financial institutions and other entities; business and strategic risks - related to global economic and political conditions; the design and implementation of business strategies; changes in distribution channels or Client behaviour including risks relating to market conduct by intermediaries and agents; the impact of competition; the performance of our investments and investment portfolios managed for Clients such as segregated and mutual funds; changes in the legal or regulatory environment, including capital requirements and tax laws; the environment, environmental laws and regulations; operational risks - related to breaches or failure of information system security and privacy, including cyber-attacks; our ability to attract and retain employees; legal, regulatory compliance and market conduct, including the impact of regulatory inquiries and investigations; the execution and integration of mergers, acquisitions, strategic investments and divestitures; our information technology infrastructure; a failure of information systems and Internet-enabled technology; dependence on third-party relationships, including outsourcing arrangements; business continuity; model errors; information management; liquidity risks - the possibility that we will not be able to fund all cash outflow commitments as they fall due; and other risks - COVID-19 matters, including the severity, duration and spread of COVID-19; its impact on the global economy, and its impact on Sun Life’s business, financial condition

MANAGEMENT’S DISCUSSION & ANALYSIS                     Sun Life Financial Inc.       Annual Report 2021 103

and or results; risks associated with IFRS 17 Insurance Contracts and IFRS 9 Financial Instruments; our international operations, including our joint ventures; market conditions that affect our capital position or ability to raise capital; downgrades in financial strength or credit ratings; and tax matters, including estimates and judgements used in calculating taxes.

The following risk factors are related to our intention to purchase DentaQuest and our intention to sell our Canadian sponsored markets business to Canadian Premier that could have a material adverse effect on our forward-looking statements: (1) the ability of the parties to complete the transaction; (2) failure of the parties to obtain necessary consents and approvals or to otherwise satisfy the conditions to the completion of the transaction in a timely manner, or at all; (3) our ability to realize the financial and strategic benefits of the transaction; (4) the dedication of our resources to the completion of the transaction and the effect of the Canadian Premier transaction on our continuing operations in Canada; (5) the impact of the announcement of the relevant transaction on us and DentaQuest and us and Canadian Premier, and (6) the sponsored markets business’ net asset value on close. These risks all could have an impact on our business relationships (including with future and prospective employees, Clients, distributors and partners) and could have a material adverse effect on our current and future operations, financial conditions and prospects.

The Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.

104 Annual Report 2021        Sun Life Financial Inc. MANAGEMENT’S DISCUSSION & ANALYSIS

C O N S O L I D A T E D

F I N A N C I A L S T A T E M E N T S

A N D N O T E S

FINANCIAL REPORTING RESPONSIBILITIES		106
APPOINTED ACTUARY’S REPORT		107
INDEPENDENT AUDITOR’S REPORT		108
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		111
CONSOLIDATED FINANCIAL STATEMENTS		114
Consolidated Statements of Operations		114
Consolidated Statements of Comprehensive Income (Loss)		115
Consolidated Statements of Financial Position		116
Consolidated Statements of Changes in Equity		117
Consolidated Statements of Cash Flows		118
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		119
Significant Accounting Policies	Note 1	119
Changes in Accounting Policies	Note 2	129
Acquisitions and Other	Note 3	130
Segmented Information	Note 4	132
Total Invested Assets and Related Net Investment Income	Note 5	135
Financial Instrument Risk Management	Note 6	143
Insurance Risk Management	Note 7	154
Other Assets	Note 8	158
Goodwill and Intangible Assets	Note 9	158
Insurance Contract Liabilities and Investment Contract Liabilities	Note 10	160
Reinsurance	Note 11	166
Other Liabilities	Note 12	167
Senior Debentures and Innovative Capital Instruments	Note 13	168
Subordinated Debt	Note 14	170
Share Capital	Note 15	171
Interests in Other Entities	Note 16	173
Fee Income	Note 17	175
Operating Expenses, Commissions, and Premium Taxes	Note 18	175
Share-Based Payments	Note 19	175
Income Taxes	Note 20	178
Capital Management	Note 21	180
Segregated Funds	Note 22	181
Commitments, Guarantees and Contingencies	Note 23	183
Related Party Transactions	Note 24	185
Pension Plans and Other Post-Retirement Benefits	Note 25	185
Earnings (Loss) Per Share	Note 26	190
Accumulated Other Comprehensive Income (Loss)	Note 27	190

Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 105

Financial Reporting Responsibilities

Management is responsible for preparing the Consolidated Financial Statements. This responsibility includes selecting appropriate accounting policies and making estimates and other judgments consistent with International Financial Reporting Standards. The financial information presented elsewhere in the annual report to shareholders is consistent with these Consolidated Financial Statements.

The Board of Directors (“Board”) oversees management’s responsibilities for financial reporting. An Audit Committee of non-management directors is appointed by the Board to review the Consolidated Financial Statements and report to the Board prior to their approval of the Consolidated Financial Statements for issuance to shareholders. Other key responsibilities of the Audit Committee include reviewing the Company’s existing internal control procedures and planned revisions to those procedures, and advising the Board on auditing matters and financial reporting issues.

Management is also responsible for maintaining systems of internal control that provide reasonable assurance that financial information is reliable, that all financial transactions are properly authorized, that assets are safeguarded, and that Sun Life Financial Inc. and its subsidiaries, collectively referred to as “the Company”, adhere to legislative and regulatory requirements. These systems include the communication of policies and the Company’s Code of Business Conduct throughout the organization. Internal controls are reviewed and evaluated by the Company’s internal auditors.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting, as of December 31, 2021, based on the framework and criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

The Audit Committee also conducts such review and inquiry of management and the internal and external auditors as it deems necessary towards establishing that the Company is employing appropriate systems of internal control, is adhering to legislative and regulatory requirements and is applying the Company’s Code of Business Conduct. Both the internal and external auditors and the Company’s Appointed Actuary have full and unrestricted access to the Audit Committee with and without the presence of management.

The Office of the Superintendent of Financial Institutions, Canada conducts periodic examinations of the Company. These examinations are designed to evaluate compliance with provisions of the Insurance Companies Act (Canada) and to ensure that the interests of policyholders, depositors, and the public are safeguarded. The Company’s foreign operations and foreign subsidiaries are examined by regulators in their local jurisdictions.

The Company’s Appointed Actuary, who is a member of management, is appointed by the Board to discharge the various actuarial responsibilities required under the Insurance Companies Act (Canada), and conducts the valuation of the Company’s actuarial liabilities. The role of the Appointed Actuary is described in more detail in Note 10. The report of the Appointed Actuary accompanies these Consolidated Financial Statements.

The Company’s external auditor, Deloitte LLP, Independent Registered Public Accounting Firm, has audited the Company’s internal control over financial reporting as of December 31, 2021, in addition to auditing the Company’s Consolidated Financial Statements for the years ended December 31, 2021 and December 31, 2020. Its reports to the Board and shareholders express unqualified opinions and accompany these Consolidated Financial Statements. Deloitte LLP meets separately with both management and the Audit Committee to discuss the results of its audit.

Kevin Strain, CPA, CA	Manjit Singh, CPA, CA
President and Chief Executive Officer	Chief Financial Officer
Toronto, Ontario, Canada
February 9, 2022

106 Sun Life Financial Inc.         Annual Report 2021 Consolidated Financial Statements

Appointed Actuary’s Report

THE SHAREHOLDERS AND DIRECTORS OF SUN LIFE FINANCIAL INC.

I have valued the policy liabilities and reinsurance recoverables of Sun Life Financial Inc. and its subsidiaries for its Consolidated Statements of Financial Position at December 31, 2021 and December 31, 2020 and their change in the Consolidated Statements of Operations for the year ended December 31, 2021 in accordance with accepted actuarial practice in Canada, including selection of appropriate assumptions and methods.

In my opinion, the amount of policy liabilities net of reinsurance recoverables makes appropriate provision for all policy obligations and the Consolidated Financial Statements fairly present the results of the valuation.

Kevin Morrissey

Fellow, Canadian Institute of Actuaries

Toronto, Ontario, Canada

February 9, 2022

Appointed Actuary’s Report                  Sun Life Financial Inc.       Annual Report 2021 107

Independent Auditor’s Report

To the Shareholders and the Board of Directors of Sun Life Financial Inc.

Opinion

We have audited the consolidated financial statements of Sun Life Financial Inc. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2021 and 2020, and the consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards (“Canadian GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.

Insurance Contract Liabilities - Refer to Notes 1 and 10 to the Financial Statements

Key Audit Matter Description

The Company has significant insurance contract liabilities representing the majority of its total liabilities. Application of different assumptions may result in different measurement of the insurance contract liabilities. There is insurance risk from the uncertainty of product performance due to differences between the actual experience and expected experience. The Company uses various actuarial models to determine insurance contract liabilities, some of which involve high levels of complexity.

While there are many assumptions which management makes, the assumptions with the greatest uncertainty are those related to mortality, including the impact, if any, of the COVID-19 pandemic and lapse and other policyholder behaviour (“policyholder behaviour”). These assumptions required subjective and complex auditor judgment in certain circumstances including where (i) there is limited Company and industry experience data, (ii) the historical experience may not be a good indicator of the future, and (iii) the policyholder behaviour may be irrational. Auditing of certain actuarial models and mortality and policyholder behaviour assumptions required a high degree of auditor judgment and an increased extent of audit effort, including the need for the integral involvement of actuarial specialists.

How the Key Audit Matter Was Addressed in the Audit

Our audit procedures related to actuarial models and assumptions of mortality and policyholder behaviour included the following, among others:

• We evaluated and tested the effectiveness of controls over actuarial models and the determination of the mortality and policyholder behaviour assumptions used in the calculation of insurance contract liabilities as well as access and change management controls over those actuarial models.

• With the assistance of actuarial specialists, we tested the reasonableness of key mortality and policyholder behaviour assumptions, by:

• Evaluating management’s methods and assumptions in accordance with actuarial principles and practices under the Canadian actuarial standards of practice.

• Testing experience studies and other inputs used in the determination of the mortality and policyholder behaviour assumptions.

• Analyzing management’s interpretation of its experience study results, evaluating triggers and drivers for revisions of assumptions, assessing reasonably possible alternative assumptions, and considering industry and other external sources of data, where applicable.

• With the assistance of actuarial specialists, we tested the appropriateness of actuarial models used in the estimation process by:

• Calculating an independent estimate of the insurance contract liability for a sample of insurance policies and comparing the results to the Company’s results.

• Testing the accuracy of a sample of actuarial models for changes in key assumptions.

Valuation of Investment Properties - Refer to Notes 1 and 5 to the Financial Statements

Key Audit Matter Description

Investment properties are accounted for at fair value. The fair values of investment properties are generally determined using property valuation models and are based on expected capitalization rates and models that discount expected future net cash flows at current market expected rates of return reflective of the characteristics, location, and market of each property. Expected future net cash flows include contractual and projected cash flows and forecasted operating expenses, and take into account discount, rental, and occupancy rates derived from market surveys. The estimates of future cash inflows in addition to expected rental income from current leases, include projected income from future leases based on significant assumptions that are consistent with current market conditions.

The assumptions with the greatest uncertainty are the discount rates, terminal capitalization rates and future rental rates. Performing audit procedures to assess inputs required a high degree of auditor judgment and an increased extent of audit effort, including the need for the integral involvement of fair value specialists.

108 Sun Life Financial Inc.         Annual Report 2021       Independent Auditor’s Report

How the Key Audit Matter Was Addressed in the Audit

Our audit procedures related to valuation models and assumptions including discount rates, terminal capitalization rates, and future rental rates included the following, among others:

• We evaluated and tested the effectiveness of controls over the fair value process for investment properties. These controls include an assessment and approval by senior management of the discount rates, terminal capitalization rates, and future rental rates assumptions used in the determination of the valuation of investment properties and the valuation conclusions relative to comparable properties.

• With the assistance of fair value specialists, we evaluated on a sample basis the reasonableness of management’s discount rates, terminal capitalization rates, and future rental rates assumptions and valuation conclusions by comparing them to the discount rates, terminal capitalization rates and future rental rates of market surveys and transactions in comparable properties.

Other Information

Management is responsible for the other information. The other information comprises:

• Management’s Discussion and Analysis

• The information, other than the financial statements and our auditor’s reports thereon, in the Annual Report.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

The Annual Report is expected to be made available to us after the date of the auditor’s report. If, based on the work we will perform on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Independent Auditor’s Report                          Sun Life Financial Inc.       Annual Report 2021 109

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Margaret Tang.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Ontario, Canada

February 9, 2022

110   Sun Life Financial Inc.        Annual Report 2021 Independent Auditor’s Report

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Sun Life Financial Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Sun Life Financial Inc. and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows, for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 9, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Insurance Contract Liabilities - Refer to Notes 1 and 10 to the Financial Statements

Critical Audit Matter Description

The Company has significant insurance contract liabilities representing the majority of its total liabilities. Application of different assumptions may result in different measurement of the insurance contract liabilities. There is insurance risk from the uncertainty of product performance due to differences between the actual experience and expected experience. The Company uses various actuarial models to determine insurance contract liabilities, some of which involve high levels of complexity.

While there are many assumptions which management makes, the assumptions with the greatest uncertainty are those related to mortality, including the impact, if any, of the COVID-19 pandemic, and lapse and other policyholder behaviour (“policyholder behaviour”). These assumptions required subjective and complex auditor judgment in certain circumstances, including where (i) there is limited Company and industry experience data, (ii) the historical experience may not be a good indicator of the future, and (iii) the policyholder behaviour may be irrational. Auditing of certain actuarial models and mortality and policyholder behaviour assumptions required a high degree of auditor judgment and an increased extent of audit effort, including the need for the integral involvement of actuarial specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to actuarial models and assumptions of mortality and policyholder behaviour included the following, among others:

• We evaluated and tested the effectiveness of controls over actuarial models and the determination of the mortality and policyholder behaviour assumptions used in the calculation of insurance contract liabilities as well as access and change management controls over those actuarial models.

• With the assistance of actuarial specialists, we tested the reasonableness of key mortality and policyholder behaviour assumptions, by:

• Evaluating management’s methods and assumptions in accordance with actuarial principles and practices under the Canadian actuarial standards of practice.

• Testing experience studies and other inputs used in the determination of the mortality and policyholder behaviour assumptions.

• Analyzing management’s interpretation of its experience study results, evaluating triggers and drivers for revisions of assumptions, assessing reasonably possible alternative assumptions, and considering industry and other external sources of data, where applicable.

• With the assistance of actuarial specialists, we tested the appropriateness of actuarial models used in the estimation process by:

• Calculating an independent estimate of the insurance contract liability for a sample of insurance policies and comparing the results to the Company’s results.

• Testing the accuracy of a sample of actuarial models for changes in key assumptions.

Report of Independent Registered Public Accounting Firm                          Sun Life Financial Inc.       Annual Report 2021 111

Valuation of Investment Properties - Refer to Notes 1 and 5 to the Financial Statements

Critical Audit Matter Description

Investment properties are accounted for at fair value. The fair values of investment properties are generally determined using property valuation models and are based on expected capitalization rates and models that discount expected future net cash flows at current market expected rates of return reflective of the characteristics, location, and market of each property. Expected future net cash flows include contractual and projected cash flows and forecasted operating expenses, and take into account discount, rental, and occupancy rates derived from market surveys. The estimates of future cash inflows in addition to expected rental income from current leases, include projected income from future leases based on significant assumptions that are consistent with current market conditions.

The assumptions with the greatest uncertainty are the discount rates, terminal capitalization rates and future rental rates. Performing audit procedures to assess inputs required a high degree of auditor judgment and an increased extent of audit effort, including the need for the integral involvement of fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to valuation models and assumptions including discount rates, terminal capitalization rates, and future rental rates included the following, among others:

• We evaluated and tested the effectiveness of controls over the fair value process for investment properties. These controls include an assessment and approval by senior management of the discount rates, terminal capitalization rates, and future rental rates assumptions used in the determination of the valuation of investment properties and the valuation conclusions relative to comparable properties.

• With the assistance of fair value specialists, we evaluated on a sample basis the reasonableness of management’s discount rates, terminal capitalization rates, and future rental rates assumptions and valuation conclusions by comparing them to the discount rates, terminal capitalization rates and future rental rates of market surveys and transactions in comparable properties.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Ontario, Canada

February 9, 2022

We have served as the Company’s auditor since 1875.

112 Sun Life Financial Inc.         Annual Report 2021     Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Sun Life Financial Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Sun Life Financial Inc. and subsidiaries (the “Company” as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States (PCAOB, the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 9, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Financial Reporting Responsibilities report. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Ontario, Canada

February 9, 2022

Report of Independent Registered Public Accounting Firm                         Sun Life Financial Inc.       Annual Report 2021 113

 CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, (in millions of Canadian dollars, except for per share amounts)	2021			2020
Revenue
Premiums
Gross	$	25,506		$	26,190
Less: Ceded		2,453			2,452
Net premiums		23,053			23,738
Net investment income (loss):
Interest and other investment income (Note 5)		6,272			5,407
Fair value and foreign currency changes on assets and liabilities (Note 5)		(1,785	)		6,860
Net gains (losses) on available-for-sale assets		146			451
Net investment income (loss)		4,633			12,718
Fee income (Note 17)		8,002			6,881
Total revenue		35,688			43,337
Benefits and expenses
Gross claims and benefits paid (Note 10)		18,722			18,307
Increase (decrease) in insurance contract liabilities (Note 10)		2,437			14,860
Decrease (increase) in reinsurance assets (Note 10)		86			204
Increase (decrease) in investment contract liabilities (Note 10)		(22	)		61
Reinsurance expenses (recoveries) (Note 11)		(2,425	)		(2,353	)
Net transfer to (from) segregated funds (Note 22)		(351	)		(1,825	)
Operating expenses, commissions and premium taxes (Note 18)		11,817			10,441
Interest expense		327			355
Total benefits and expenses		30,591			40,050
Income (loss) before income taxes		5,097			3,287
Less: Income tax expense (benefit) (Note 20)		727			495
Total net income (loss)		4,370			2,792
Less: Net income (loss) attributable to participating policyholders (Note 21)		335			283
Net income (loss) attributable to non-controlling interests		—			11
Shareholders’ net income (loss)		4,035			2,498
Less: Dividends on preferred shares and distributions on other equity instruments		101			94
Common shareholders’ net income (loss)	$	3,934		$	2,404
Average exchange rates during the reporting periods:                                                                     U.S. dollars		1.25			1.34
Earnings (loss) per share (Note 26)
Basic	$	6.72		$	4.11
Diluted	$	6.69		$	4.10
Dividends per common share	$	2.310		$	2.200

The attached notes form part of these Consolidated Financial Statements.

114   Sun Life Financial Inc.       Annual Report 2021         Consolidated Financial Statements

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the years ended December 31, (in millions of Canadian dollars)	2021			2020
Total net income (loss)	$	4,370		$	2,792
Other comprehensive income (loss), net of taxes:
Items that may be reclassified subsequently to income:
Change in unrealized foreign currency translation gains (losses):
Unrealized gains (losses)		(202	)		(204	)
Change in unrealized gains (losses) on available-for-sale assets:
Unrealized gains (losses)		(236	)		658
Reclassifications to net income (loss)		(130	)		(339	)
Change in unrealized gains (losses) on cash flow hedges:
Unrealized gains (losses)		25			(15	)
Reclassifications to net income (loss)		(19	)		9
Share of other comprehensive income (loss) in joint ventures and associates:
Unrealized gains (losses)		(14	)		(9	)
Reclassifications to net income (loss) upon change in ownership interest (Note 16)		9			—
Total items that may be reclassified subsequently to income		(567	)		100
Items that will not be reclassified subsequently to income:
Remeasurement of defined benefit plans		(39	)		22
Total items that will not be reclassified subsequently to income		(39	)		22
Total other comprehensive income (loss)		(606	)		122
Total comprehensive income (loss)		3,764			2,914
Less: Participating policyholders’ comprehensive income (loss) (Note 21)		332			277
Non-controlling interests’ comprehensive income (loss) (Note 21)		—			11
Shareholders’ comprehensive income (loss)	$	3,432		$	2,626
INCOME TAXES INCLUDED IN OTHER COMPREHENSIVE INCOME (LOSS)
For the years ended December 31, (in millions of Canadian dollars)	2021			2020
Income tax benefit (expense):
Items that may be reclassified subsequently to income:
Unrealized foreign currency translation gains (losses)	$	1		$	(16)
Unrealized gains (losses) on available-for-sale assets		66			(180	)
Reclassifications to net income for available-for-sale assets		15			87
Unrealized gains (losses) on cash flow hedges		(11	)		2
Reclassifications to net income for cash flow hedges		8			1
Total items that may be reclassified subsequently to income		79			(106	)
Items that will not be reclassified subsequently to income:
Remeasurement of defined benefit plans		9			(8	)
Total items that will not be reclassified subsequently to income		9			(8	)
Total income tax benefit (expense) included in other comprehensive income (loss)	$	88		$	(114	)

The attached notes form part of these Consolidated Financial Statements.

Consolidated Financial Statements                          Sun Life Financial Inc.       Annual Report 2021 115

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at December 31, (in millions of Canadian dollars)	2021		2020
Assets
Cash, cash equivalents and short-term securities (Note 5)	$	12,278	$	13,527
Debt securities (Notes 5 and 6)		88,727		89,089
Equity securities (Notes 5 and 6)		9,113		6,631
Mortgages and loans (Notes 5 and 6)		51,692		49,946
Derivative assets (Notes 5 and 6)		1,583		2,160
Other invested assets (Note 5)		8,759		5,778
Policy loans (Note 5)		3,261		3,265
Investment properties (Note 5)		9,109		7,516
Invested assets		184,522		177,912
Other assets (Note 8)		5,434		5,152
Reinsurance assets (Note 10 and 11)		3,683		3,843
Deferred tax assets (Note 20)		1,848		1,634
Intangible assets (Note 9)		3,370		2,477
Goodwill (Note 9)		6,517		6,072
Total general fund assets		205,374		197,090
Investments for account of segregated fund holders (Note 22)		139,996		125,921
Total assets	$	345,370	$	323,011
Liabilities and equity
Liabilities
Insurance contract liabilities (Note 10)	$	147,811	$	145,773
Investment contract liabilities (Note 10)		3,368		3,189
Derivative liabilities (Notes 5 and 6)		1,392		1,744
Deferred tax liabilities (Note 20)		322		383
Other liabilities (Note 12)		17,783		14,858
Senior debentures (Note 13)		200		500
Subordinated debt (Note 14)		6,425		4,781
Total general fund liabilities		177,301		171,228
Insurance and investment contracts for account of segregated fund holders (Note 22)		139,996		125,921
Total liabilities	$	317,297	$	297,149
Equity
Issued share capital and contributed surplus	$	10,615	$	10,591
Shareholders’ retained earnings and accumulated other comprehensive income		15,699		13,878
Total shareholders’ equity		26,314		24,469
Participating policyholders’ equity		1,700		1,368
Non-controlling interests’ equity		59		25
Total equity	$	28,073	$	25,862
Total liabilities and equity	$	345,370	$	323,011

Exchange rates at the end of the reporting periods: U.S. dollars          1.26                     1.27

The attached notes form part of these Consolidated Financial Statements.

Approved on behalf of the Board of Directors on February 9, 2022.

Kevin Strain Chief Executive Officer	Barbara G. Stymiest Director

116 Sun Life Financial Inc.        Annual Report 2021 Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, (in millions of Canadian dollars)	2021			2020
Shareholders:
Preferred shares and other equity instruments (Note 15)
Balance, beginning of year	$	2,257		$	2,257
Issued during the year		1,000			—
Issuance costs, net of tax		7			—
Redeemed during the year		(1,025	)		—
Balance, end of year		2,239			2,257
Common shares (Note 15)
Balance, beginning of year		8,262			8,289
Stock options exercised		43			23
Common shares purchased for cancellation		—			(50	)
Balance, end of year		8,305			8,262
Contributed surplus
Balance, beginning of year		72			73
Share-based payments		6			4
Stock options exercised		(7	)		(5	)
Balance, end of year		71			72
Retained earnings
Balance, beginning of year		12,289			11,318
Net income (loss)		4,035			2,498
Redemption of preferred shares		(20	)		—
Dividends on common shares		(1,351	)		(1,283	)
Dividends on preferred shares and distributions on other equity instruments		(101	)		(94	)
Common shares purchased for cancellation (Note 15)		—			(150	)
Changes attributable to acquisition (Note 3)		(139	)		—
Balance, end of year		14,713			12,289
Accumulated other comprehensive income (loss), net of taxes (Note 27)
Balance, beginning of year		1,589			1,461
Total other comprehensive income (loss) for the year		(603	)		128
Balance, end of year		986			1,589
Total shareholders’ equity, end of year	$	26,314		$	24,469
Participating policyholders:
Balance, beginning of year	$	1,368		$	1,091
Net income (loss) (Note 21)		335			283
Total other comprehensive income (loss) for the year (Note 27)		(3	)		(6	)
Total participating policyholders’ equity, end of year	$	1,700		$	1,368
Non-controlling interests:
Balance, beginning of year	$	25		$	19
Changes attributable to acquisition (Note 3)		15			—
Net income (loss)		—			11
Additional contribution		37			13
Distribution to non-controlling interests		(18	)		(18	)
Total non-controlling interests’ equity, end of year	$	59		$	25
Total equity	$	28,073		$	25,862

The attached notes form part of these Consolidated Financial Statements.

Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 117

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, (in millions of Canadian dollars)	2021			2020
Cash flows provided by (used in) operating activities
Income (loss) before income taxes	$	5,097		$	3,287
Adjustments:
Interest expense related to financing activities		186			209
Increase (decrease) in insurance and investment contract liabilities		2,415			14,921
Decrease (increase) in reinsurance assets		86			204
Realized and unrealized (gains) losses and foreign currency changes on invested assets		1,639			(7,311	)
Sales, maturities and repayments of invested assets		55,189			76,289
Purchases of invested assets		(64,592	)		(81,709	)
Income taxes received (paid)		(1,028	)		(690	)
Mortgage securitization (Note 5)		95			197
Other operating activities		(944	)		1,856
Net cash provided by (used in) operating activities		(1,857	)		7,253
Cash flows provided by (used in) investing activities
Net (purchase) sale of property and equipment		(81	)		(158	)
Investment in and transactions with joint ventures and associates (Note 16)		(29	)		(1	)
Dividends and other proceeds relating to joint ventures and associates (Note 16)		382			29
Acquisitions, net of cash and cash equivalents acquired (Note 3)(1)		(412	)		(469	)
Other investing activities		(663	)		(287	)
Net cash provided by (used in) investing activities		(803	)		(886	)
Cash flows provided by (used in) financing activities
Increase in (repayment of) borrowed funds (Note 12)		31			81
Issuance of subordinated debt, net of issuance costs (Note 14)		1,992			1,740
Repayment of senior financing (Note 12)		—			(2,020	)
Increase in (repayment of) borrowing from credit facility		108			275
Redemption of preferred shares and other equity instruments (Note 21)		(1,025	)		—
Redemption of senior debentures and subordinated debt (Notes 13 and 14)		(650	)		(500	)
Issuance of preferred shares and other equity instruments, net (Note 21)		987			—
Issuance of common shares on exercise of stock options		36			18
Transactions with non-controlling interests		19			(5	)
Common shares purchased for cancellation (Note 15)		—			(200	)
Dividends paid on common and preferred shares		(1,428	)		(1,360	)
Payment of lease liabilities		(143	)		(136	)
Interest expense paid		(187	)		(205	)
Net cash provided by (used in) financing activities		(260	)		(2,312	)
Changes due to fluctuations in exchange rates		(35	)		(92	)
Increase (decrease) in cash and cash equivalents		(2,955	)		3,963
Net cash and cash equivalents, beginning of year		10,648			6,685
Net cash and cash equivalents, end of year		7,693			10,648
Short-term securities, end of year (Note 5)		4,452			2,873
Net cash, cash equivalents and short-term securities, end of year (Note 5)	$	12,145		$	13,521

⁽¹⁾ Consists of total cash consideration paid of $446 ($514 in 2020), less cash and cash equivalents acquired of $34 ($45 in 2020).

The attached notes form part of these Consolidated Financial Statements.

118 Sun Life Financial Inc.        Annual Report 2021 Consolidated Financial Statements

 Notes to the Consolidated Financial Statements

(Amounts in millions of Canadian dollars, except for per share amounts and where otherwise stated. All amounts stated in U.S. dollars are in millions.)

 1. Significant Accounting Policies

Description of Business

Sun Life Financial Inc. (“SLF Inc.”) is a publicly traded company domiciled in Canada and is the holding company of Sun Life Assurance Company of Canada (“Sun Life Assurance”). Both companies are incorporated under the Insurance Companies Act (Canada), and are regulated by the Office of the Superintendent of Financial Institutions, Canada (“OSFI”). SLF Inc. and its subsidiaries are collectively referred to as “us”, “our”, “ours”, “we”, or “the Company”. We are an internationally diversified financial services organization providing savings, retirement and pension products, and life and health insurance to individuals and groups through our operations in Canada, the United States (“U.S.”), Asia, and the United Kingdom (“UK”). We also operate mutual fund and investment management businesses, primarily in Canada, the U.S., and Asia.

Statement of Compliance

We prepared our Consolidated Financial Statements in accordance with International Financial Reporting Standards (“IFRS”) as issued and adopted by the International Accounting Standards Board (“IASB”). Our accounting policies have been applied consistently within our Consolidated Financial Statements.

Basis of Presentation

Our Consolidated Statements of Financial Position are presented in the order of liquidity and each statement of financial position line item includes both current and non-current balances, as applicable.

We have defined our reportable business segments and the amounts disclosed for those segments based on our management structure and the manner in which our internal financial reporting is conducted. Transactions between segments are executed and priced on an arm’s-length basis in a manner similar to transactions with third parties.

The significant accounting policies used in the preparation of our Consolidated Financial Statements are summarized below and are applied consistently.

Estimates, Assumptions and Judgments

The application of our accounting policies requires estimates, assumptions and judgments as they relate to matters that are inherently uncertain. We have established procedures to ensure that our accounting policies are applied consistently and that the processes for changing methodologies for determining estimates are controlled and occur in an appropriate and systematic manner.

Use of Estimates and Assumptions

The preparation of our Consolidated Financial Statements requires us to make estimates and assumptions that affect the application of our policies and the reported amounts of assets, liabilities, revenue and expenses. Key sources of estimation uncertainty include the measurement of insurance contract liabilities and investment contract liabilities, determination of fair value, impairment of financial instruments, determination and impairment of goodwill and intangible assets, determination of provisions and liabilities for pension plans, other post-retirement benefits, income taxes, and the determination of fair value of share-based payments. Actual results may differ from our estimates thereby impacting our Consolidated Financial Statements. Information on our use of estimates and assumptions are discussed in this Note.

Judgments

In preparation of these Consolidated Financial Statements, we use judgments to select assumptions and determine estimates as described above. We also use judgment when applying accounting policies and when determining the classification of insurance contracts, investment contracts and service contracts; the substance of whether our relationship with a structured entity, subsidiary, joint venture or associate constitutes control, joint control or significant influence; functional currencies; contingencies; acquisitions; deferred income tax assets; and the determination of cash generating unit (“CGU”).

COVID-19 Pandemic Considerations

In early 2020, the world was impacted by COVID-19, which was declared a global pandemic by the World Health Organization. The overall impact of the COVID-19 pandemic is still uncertain and dependent on the progression of the virus and on actions taken by governments, businesses and individuals, which could vary by country and result in differing outcomes.

The application of our accounting policies requires estimates, assumptions and judgments as they relate to matters that are inherently uncertain. We have established procedures to ensure that our accounting policies are applied consistently and that the processes for changing methodologies for determining estimates are controlled and occur in an appropriate and systematic manner. For our insurance contract liabilities, no material COVID-19 specific provisions or adjustments to our long-term assumptions have been made, and we continue to monitor our experience and exposure to the COVID-19 pandemic.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 119

  Significant estimates and judgments have been made in the following areas and are discussed as noted:

Insurance contract and investment contract assumptions and measurement	Note 1 Insurance Contract Liabilities and Investment Contract Liabilities Note 10 Insurance Contract Liabilities and Investment Contract Liabilities
Determination of fair value	Note 1 Basis of Consolidation Note 1 Determination of Fair Value Note 3 Acquisitions and Other Note 5 Total Invested Assets and Related Net Investment Income
Impairment of financial instruments	Note 1 Financial Assets Excluding Derivative Financial Instruments Note 6 Financial Instrument Risk Management
Income taxes	Note 1 Income Taxes Note 20 Income Taxes
Pension plans	Note 1 Pension Plans and Other Post-Retirement Benefits Note 25 Pension Plans and Other Post-Retirement Benefits
Goodwill and intangible assets on acquisition and impairment	Note 1 Goodwill Note 1 Intangible Assets Note 3 Acquisitions and Other Note 9 Goodwill and Intangible Assets
Determination of control for purpose of consolidation	Note 1 Basis of Consolidation Note 16 Interests in Other Entities
Share-based payments	Note 19 Share-Based Payments

Basis of Consolidation

Our Consolidated Financial Statements include the results of operations and the financial position of subsidiaries, which includes structured entities controlled by us, after intercompany balances and transactions have been eliminated. Subsidiaries are fully consolidated from the date we obtain control, and deconsolidated on the date control ceases. The acquisition method is used to account for the acquisition of a subsidiary from an unrelated party at the date that control is obtained, with the difference between the consideration transferred and the fair value of the subsidiary’s net identifiable assets acquired recorded as goodwill. Judgment is required to determine fair value of the net identifiable assets acquired in a business combination. Interests in controlled entities held by external parties are reported as non-controlling interests (“NCI”).

We control an entity when we have power over an entity, exposure to or rights to variable returns from our involvement with an entity, and the ability to affect our returns through our power over an entity. Power exists when we have rights that give us the ability to direct the relevant activities, which are those activities that could significantly affect the entity’s returns. Power can be obtained through voting rights or other contractual arrangements. Judgment is required to determine the relevant activities and which party has power over these activities. When we have power over and variable returns from an entity, including an investment fund that we manage, we also apply significant judgment in determining whether we are acting as a principal or agent. To make this determination, we consider factors such as how much discretion we have regarding the management of the investment fund and the magnitude and extent of variability associated with our interests in the fund. If we determine we are the principal rather than the agent, we would consolidate the assets and liabilities of the fund. Interests held by external parties in investment funds that we consolidate are recorded as third-party interest in consolidated investment funds in Other liabilities. If we lose control of an entity, the assets and liabilities of that entity are derecognized from our Consolidated Statements of Financial Position at the date at which control is lost and any investment retained is remeasured to fair value.

A joint venture exists when SLF Inc., or one of its subsidiaries, has joint control of a joint arrangement and has rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control and exists only when the decisions about the relevant activities require the unanimous consent of the parties sharing control. Associates are entities over which SLF Inc. or its subsidiaries are able to exercise significant influence. Significant influence is the power to participate in the financial and operating policy decisions of an investee but not have control or joint control over those decisions. Significant influence is generally presumed to exist when SLF Inc. or its subsidiaries holds greater than 20% of the voting power of the investee but does not have control or joint control. The equity method is used to account for our interests in joint ventures and associates. A joint operation exists when SLF Inc., or one of its subsidiaries, has joint control of an arrangement that gives it rights to the assets and obligations for the liabilities of the operation, rather than the net assets of the arrangement. For joint operations, we record our share of the assets, liabilities, revenue and expenses of the joint operation. Judgment is required to determine whether contractual arrangements between multiple parties results in control, joint control or significant influence, with consideration of the relevant activities of the entity, voting rights, representation on boards of directors and other decision-making factors. Judgment is also required to determine if a joint arrangement is a joint venture or joint operation, with consideration of our rights and obligations and the structure and legal form of the arrangement.

Determination of Fair Value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is measured using the assumptions that market participants would use when pricing an asset or liability. We determine fair value by using quoted prices in active markets for identical or similar assets or liabilities. When quoted prices in active markets are not available, fair value is determined using valuation techniques that maximize the use of observable inputs. When observable valuation inputs are not available, significant judgment is required to determine fair value by assessing the valuation techniques and valuation inputs. The use of alternative valuation techniques or valuation inputs may result in a different fair value. A description of the fair value methodologies, assumptions, valuation techniques, and valuation inputs by type of asset is included in Note 5.

120 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Foreign Currency Translation

Translation of Transactions in Foreign Currencies

The financial results of SLF Inc. and its subsidiaries, joint ventures and associates are prepared in the currency in which they conduct their ordinary course of business, which is referred to as functional currency. Transactions occurring in currencies other than the functional currency are translated to the functional currency using the spot exchange rates at the dates of the transactions.

Monetary assets and liabilities in foreign currencies are translated to the functional currency at the exchange rate at the statement of financial position date. Non-monetary assets and liabilities in foreign currencies that are held at fair value are translated using the exchange rate at the statement of financial position date, while non-monetary assets and liabilities that are measured at historical cost are translated using the exchange rate at the date of the transaction.

The resulting exchange differences from the translation of monetary items and non-monetary items held at fair value, with changes in fair value recorded to income, are recognized in our Consolidated Statements of Operations. For monetary assets classified as available-for-sale (“AFS”), translation differences calculated on amortized cost are recognized in our Consolidated Statements of Operations and other changes in carrying amount are recognized in other comprehensive income (“OCI”). The exchange differences from the translation of non-monetary items classified as AFS are recognized in OCI.

Translation to the Presentation Currency

In preparing our Consolidated Financial Statements, the financial statements of foreign operations are translated from their respective functional currencies to Canadian dollars, our presentation currency. Assets and liabilities are translated at the closing exchange rate at the statement of financial position date, and income and expenses are translated using the average exchange rates. The accumulated gains or losses arising from translation of functional currencies to the presentation currency, net of the effect of any hedges, are included as a separate component of OCI within equity. Upon disposal of a foreign operation that includes loss of control, significant influence or joint control, the cumulative exchange gain or loss related to that foreign operation is recognized in income.

Invested Assets

Financial Assets Excluding Derivative Financial Instruments

Financial assets include cash, cash equivalents and short-term securities, debt securities, equity securities, mortgages and loans, financial assets included in other invested assets and policy loans. Financial assets are designated as financial assets at fair value through profit or loss (“FVTPL”) or AFS assets, or are classified as loans and receivables at initial recognition.

The following table summarizes the financial assets included in our Consolidated Statements of Financial Position and the asset classifications applicable to these assets:

Cash, cash equivalents and short-term securities Debt securities	FVTPL FVTPL and AFS
Equity securities	FVTPL and AFS
Mortgages and loans	Loans and receivables
Other invested assets	FVTPL and AFS
Policy loans	Loans and receivables

Mortgages and loans include mortgages, loans and debt securities not quoted in an active market. Financial assets included in Other invested assets include investments in limited partnerships, segregated funds and mutual funds. Cash equivalents are highly liquid instruments with a term to maturity of three months or less, while short-term securities have a term to maturity exceeding three months but less than one year. Policy loans are fully secured by the policy values on which the loans are made. The accounting for each asset classification is described in the following sections.

i) Initial Recognition and Subsequent Measurement

Generally, debt securities, equity securities and other invested assets supporting our insurance contract liabilities or investment contract liabilities measured at fair value are designated as FVTPL, while debt securities, equity securities and other invested assets not supporting our insurance contract liabilities or that are supporting investment contract liabilities are measured at amortized cost or designated as AFS. Mortgages and loans and policy loans are classified as loans and receivables. Financial assets are recognized in the Consolidated Statements of Financial Position on their trade dates, which are the dates that we commit to purchase or sell the assets. Originated mortgages and loans are recognized in the Consolidated Statements of Financial Position on their funding dates.

Financial Assets at Fair Value Through Profit or Loss

Financial assets at FVTPL include financial assets that are held-for-trading (“HFT”), as well as financial assets that have been designated as FVTPL at initial recognition. A financial asset is classified as HFT if it is acquired principally for the purpose of selling in the near term. A financial asset can be designated as FVTPL if it eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases; or if a group of financial assets, financial liabilities or both, is managed and its performance is evaluated on a fair value basis. Cash equivalents and short-term securities have been classified as HFT.

Generally, debt securities, equity securities and other invested assets supporting insurance contract liabilities or investment contract liabilities measured at fair value have been designated as FVTPL. This designation has been made to eliminate or significantly reduce the measurement inconsistency that would arise due to the measurement of the insurance contract or investment contract liabilities, which are based on the carrying value of the assets supporting those liabilities. Because the carrying value of insurance contract liabilities is determined by reference to the assets supporting those liabilities, changes in the insurance contract liabilities generally offset changes in the fair value of debt securities classified as

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 121

FVTPL, except for changes that are due to impairment. The majority of equity securities and other invested assets classified as FVTPL are held to support products where investment returns are passed through to policyholders and therefore, changes in the fair value of those assets are significantly offset by changes in insurance contract liabilities.

Financial assets classified as FVTPL are recorded at fair value in our Consolidated Statements of Financial Position and transaction costs are expensed immediately. Changes in fair value as well as realized gains and losses on sale are recorded in Fair value and foreign currency changes on assets and liabilities in our Consolidated Statements of Operations. Interest income earned and dividends received are recorded in Interest and other investment income in our Consolidated Statements of Operations.

Available-for-Sale Financial Assets

Financial assets classified as AFS are recorded at fair value in our Consolidated Statements of Financial Position and transaction costs are capitalized on initial recognition. Transaction costs for debt securities are recognized in income using the effective interest method, while transaction costs for equity securities and other invested assets are recognized in income when the asset is derecognized. Changes in fair value are recorded to unrealized gains and losses in OCI. For foreign currency translation, exchange differences calculated on the amortized cost of AFS debt securities are recognized in income and exchange differences calculated on other changes in carrying amount are recognized in OCI. The exchange differences from the translation of AFS equity securities and other invested assets are recognized in OCI. Interest income earned and dividends received are recorded in Interest and other investment income in our Consolidated Statements of Operations. Net impairment losses and realized gains and losses on the sale of assets classified as AFS are reclassified from accumulated OCI to Net gains (losses) on available-for-sale assets in our Consolidated Statements of Operations.

Loans and Receivables

Loans and receivables are generally carried at amortized cost. Transaction costs for mortgages and loans are capitalized on initial recognition and are recognized in income using the effective interest method. Realized gains and losses on the sale of mortgages and loans, interest income earned, and fee income are recorded in Interest and other investment income in our Consolidated Statements of Operations.

Solely Payments of Principal and Interest (“SPPI”) Disclosures

In September 2016, the IASB issued Amendments to IFRS 4 to allow insurance entities whose predominant activities are to issue contracts within the scope of IFRS 4 Insurance Contracts (“IFRS 4”) an optional temporary exemption from applying IFRS 9 Financial Instruments (“IFRS 9”) (“deferral approach”). We qualify and have elected to take the deferral approach as our activities are predominantly connected with insurance and we will continue to apply IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”), the existing financial instrument standard.

To enable a comparison to entities applying IFRS 9 we disclose those invested assets that pass the SPPI test, excluding any that are managed and whose performance is evaluated on a fair value basis. Except for Debt securities designated as AFS and Mortgages and loans, our financial assets are managed and their performance is evaluated on a fair value basis. Please refer to Note 5.A.i for the related disclosure as at December 31, 2021 and 2020.

Financial assets that pass the SPPI test are assets with contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

ii) Derecognition

Financial assets are derecognized when our rights to contractual cash flows expire, when we transfer substantially all our risks and rewards of ownership, or when we no longer retain control.

iii) Impairment

Financial assets are assessed for impairment on a quarterly basis. Financial assets are impaired and impairment losses are incurred if there is objective evidence of impairment as a result of one or more loss events and that event has an impact on the estimated future cash flows that can be reliably estimated. Objective evidence of impairment generally includes significant financial difficulty of the issuer, including actual or anticipated bankruptcy or defaults and delinquency in payments of interest or principal or disappearance of an active market for that financial asset. Objective evidence of impairment for an investment in an equity instrument or other invested asset also includes, but is not limited to, the financial condition and near-term prospects of the issuer, including information about significant changes with adverse effects that have taken place in the technological, market, economic, or legal environment in which the issuer operates that may indicate that the carrying amount will not be recovered, and a significant or prolonged decline in the fair value of an equity instrument or other invested asset below its cost. Management exercises considerable judgment in assessing for objective evidence of impairment. Due to the inherent risks and uncertainties in our evaluation of assets or groups of assets for objective evidence of impairment, the actual impairment amount and the timing of the recognition of impairment may differ from management assessment. The impairment assessment process is discussed in Note 6.

Financial Assets at Fair Value Through Profit or Loss

Since financial assets classified as FVTPL are carried at fair value with changes in fair value recorded to income, any reduction in value of the assets due to impairment is already reflected in income. However, the impairment of assets classified as FVTPL generally impacts the change in insurance contract liabilities due to the impact of asset impairment on estimates of future cash flows.

Available-for-Sale Financial Assets

When there is objective evidence that a financial asset classified as AFS is impaired, the loss in accumulated OCI is reclassified to Net gains (losses) on available-for-sale assets in our Consolidated Statements of Operations. Following impairment loss recognition, a debt security continues to be carried at fair value with changes in fair value recorded in OCI, and it is assessed quarterly for further impairment loss or reversal. Subsequent losses on an impaired equity security or other invested asset, including losses relating to foreign currency changes, are reclassified from OCI to income in subsequent reporting periods until the asset is derecognized. Once an impairment loss on a debt security classified as AFS is recorded to income, any reversal of impairment loss through income occurs only when the recovery in fair value is objectively related to an event occurring after the impairment was recognized. Impairment losses on an equity security or other invested asset classified as AFS are not reversed through income.

122 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Loans and Receivables

If an impairment loss on an individual mortgage or loan has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For collateralized financial assets, the present value of the estimated future cash flows reflects the cash flows that may result from foreclosure less costs to sell, whether or not foreclosure is probable. If no evidence of impairment exists for an individually assessed mortgage or loan, it is included in a group of loans with similar credit risk characteristics and collectively assessed for impairment.

When an impairment loss has been incurred, the carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognized in income. If the impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the initial impairment charge was recognized, the previous impairment charge is reversed by adjusting the allowance account and the reversal is recognized in income. Interest income is recognized on impaired mortgages and loans using the effective interest rate method and it is based on the estimated future cash flows used to measure the impairment loss. Changes in the allowance account, other than write-offs net of recoveries, are charged against Interest and other investment income in our Consolidated Statements of Operations. Write-offs, net of recoveries, are deducted from the allowance account when there is no realistic prospect of recovery, which is typically not before derecognition of the asset through foreclosure or sale.

Collateral

Cash received (pledged) as collateral is recognized (derecognized) in our Consolidated Statements of Financial Position with corresponding amounts recognized in Other liabilities (Other assets), respectively. All other types of assets received (pledged) as collateral are not recognized (derecognized) in our Consolidated Statements of Financial Position.

Derivative Financial Instruments

All derivative financial instruments are recorded at fair value in our Consolidated Statements of Financial Position. Derivatives with a positive fair value are recorded as Derivative assets while derivatives with a negative fair value are recorded as Derivative liabilities.

The accounting for the changes in fair value of a derivative instrument depends on whether or not it is designated as a hedging instrument for hedge accounting purposes. Changes in (i) fair value of derivatives that are not designated for hedge accounting purposes, which are defined as derivative investments, and (ii) embedded derivatives that are bifurcated, are recorded in Fair value and foreign currency changes on assets and liabilities in our Consolidated Statements of Operations. Income earned or paid on these derivatives is recorded in Interest and other investment income in our Consolidated Statements of Operations. Hedge accounting is applied to certain derivatives to reduce income statement volatility. When certain qualification criteria are met, hedge accounting recognizes the offsetting effects of hedging instruments and hedged items in income or defers the effective portion of changes in fair value of hedging instruments in OCI until there is a recognition event, such as the occurrence of a forecasted transaction or the disposal of an investment in a foreign operation, or hedge accounting is discontinued. All hedging relationships are documented at inception and hedge effectiveness is assessed at inception and on a quarterly basis to determine whether the hedging instruments are highly effective in offsetting changes attributable to the hedged risk in the fair value or cash flows of the hedged items.

Fair Value Hedges

Certain interest rate swaps and foreign currency forwards are designated as hedging instruments in fair value hedges of the interest rate or foreign exchange rate risks associated with AFS assets. Changes in fair value of the derivatives are recorded in Interest and other investment income in our Consolidated Statements of Operations. The change in fair value of the AFS assets related to the hedged risk is reclassified from OCI to income. As a result, ineffectiveness, if any, is recognized in income to the extent that changes in fair value of the derivatives and AFS assets do not offset. Interest income earned and paid on the AFS assets and swaps in the fair value hedging relationships are recorded in Interest and other investment income in our Consolidated Statements of Operations.

Cash Flow Hedges

Certain equity and foreign currency forwards are designated as hedging instruments in cash flow hedges for anticipated payments of awards under certain share-based payment plans and for anticipated foreign currency purchases of foreign operations. Changes in the fair value of derivatives for the effective portion of the hedge are recognized in OCI, while the ineffective portion of the hedge and any items excluded from the hedging relationship, such as the spot-to-forward differential, are recognized in Interest and other investment income in our Consolidated Statements of Operations. A portion of the amount recognized in OCI related to the equity forwards is reclassified to income as a component of Operating expenses as the liabilities for the share-based payment awards are accrued over the vesting period. A portion of the amounts recognized in OCI related to the foreign currency forwards would be reclassified to income upon disposal or impairment of the foreign operations. All amounts recognized in, or reclassified from, OCI are net of related taxes.

Embedded Derivatives

An embedded derivative is a component of a host contract that modifies the cash flows of the host contract in a manner similar to a derivative, according to a specified interest rate, financial instrument price, foreign exchange rate, underlying index or other variable. We are required to separate embedded derivatives from the host contract, if an embedded derivative has economic and risk characteristics that are not closely related to the host contract, meets the definition of a derivative, and the combined contract is not measured at fair value with changes recognized in income. If an embedded derivative is bifurcated for accounting purposes from the host contract, it will be accounted for as a derivative. For further details on embedded derivatives in insurance contracts, see the Insurance Contract Liabilities accounting policy in this Note.

Obligations for Securities Borrowing

The obligation for the securities borrowing represents our commitment to deliver securities under short sale program. Under the program, we short sell the securities that we borrowed from a third party. The obligation to return the securities is not recognized in the Consolidated Statements of Financial Position, until they are sold, and the risks and rewards of the ownership have been transferred to us. Upon recognition, they are classified as HFT. The securities borrowings are returnable to the lender upon demand or at our discretion.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 123

Investment Properties

Investment properties are real estate held to earn rental income, for capital appreciation, or both. Properties held to earn rental income or for capital appreciation that have an insignificant portion that is owner-occupied are classified as investment properties. Properties that do not meet these criteria are classified as property and equipment, included in Other assets as described below. Expenditures related to ongoing maintenance of properties incurred subsequent to acquisition are expensed. Investment properties are initially recognized at cost in our Consolidated Statements of Financial Position. Various costs incurred associated with the acquisition of an investment property are either capitalized or expensed depending on whether or not the acquisition is considered a business combination. Investment properties are subsequently measured at fair value with changes in value recorded to Fair value and foreign currency changes on assets and liabilities in our Consolidated Statements of Operations.

When the use of a property changes from owner-occupied to investment property, any gain arising on the remeasurement of the property to fair value at the date of transfer is recognized in our Consolidated Statements of Operations to the extent that it reverses a previous impairment loss. Any remaining increase is recognized in OCI.

Other Invested Assets - Non-Financial Assets

Other invested assets also include non-financial assets such as investments in joint ventures and associates, which are accounted for using the equity method. Investments in joint ventures and associates are initially recorded at cost. The investment in joint ventures and associates is increased by our share of capital contributions and for purchases of additional interests and is reduced by distributions received. In addition, subsequent adjustments to the investment are made for our share of net income or loss and our share of OCI. Our share of net income is recorded in Interest and other investment income in our Consolidated Statements of Operations and our share of OCI is recorded in our Consolidated Statements of Comprehensive Income (Loss). Impairment losses on equity method investments are recognized when events or changes in circumstances indicate that they are impaired. The impairment loss recognized is the difference between the carrying amount and the recoverable amount.

Other Assets

Other assets, which are measured at amortized cost, include accounts receivable, investment income due and accrued, deferred acquisition costs, property and equipment, and lessee’s right-of-use assets. Deferred acquisition costs arising from service contracts or from service components of investment contracts are amortized over the expected life of the contracts based on the future expected fees. Owner-occupied properties are amortized to their residual value over 25 to 49 years. Furniture, computers, other office equipment, and leasehold improvements are amortized to their residual value over 2 to 20 years. The right-of-use asset is subsequently depreciated on a straight-line basis over the lease term.

Reinsurance Assets

In the normal course of business, we use reinsurance to limit exposure to large losses. We have a retention policy that requires that such arrangements be placed with well-established, highly-rated reinsurers. Reinsurance assets are measured consistently with the amounts associated with the underlying insurance contracts and in accordance with the terms of each reinsurance contract. Amounts due to or from reinsurers with respect to premiums received or paid claims are included in Other assets and Other liabilities in the Consolidated Statements of Financial Position. Premiums for reinsurance ceded are presented as premiums ceded in the Consolidated Statements of Operations. Reinsurance expenses (recoveries), as presented in our Consolidated Statements of Operations, represent reinsurance expenses and expense recoveries resulting from reinsurance agreements.

Reinsurance assets are subject to impairment testing. If impaired, the carrying value is reduced, and an impairment loss is recognized in Reinsurance expenses (recoveries) in our Consolidated Statements of Operations. Impairment occurs when objective evidence exists (as a result of an event) after the initial recognition of the reinsurance asset indicating that not all amounts due under the terms of the contract will be received, and the impairment can be reliably measured.

Reinsurance assumed is accounted for as an insurance, investment or service contract depending on the underlying nature of the agreement and if it meets the definition of an insurance, investment or service contract. For the accounting for these types of contracts, see the respective policy section in this Note.

Leases

At inception of a contract, we assess whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For leases where we act as the lessee, we recognize a right- of-use asset and a lease liability at the commencement date of the lease. For leases where we act as the lessor, we assess whether the leases should be classified as finance or operating leases. Our leases are classified as operating leases. Operating leases are recognized into income on a straight-line basis.

The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability with certain adjustments, and subsequently depreciated using the straight-line method, with depreciation expense included in Operating expenses in the Consolidated Statements of Operations. The right-of-use asset is depreciated to the earlier of the lease term and its useful life. The right-of-use asset is assessed for impairment under IAS 36 Impairment of Assets. Right-of-use assets are assessed for indicators of impairment at each reporting period. If there is an indication that a right-of-use asset may be impaired, an impairment test is performed by comparing the asset’s carrying amount to its recoverable amount. If an impairment loss has been incurred, the carrying value of the right-of-use asset is reduced with the corresponding amount recognized in income.

124 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

The lease liability is initially measured at the present value of lease payments over the term of the lease using a discount rate that is based on our incremental borrowing rate. The discount rate is specific to each lease and is determined by various factors, such as the lease term and currency. The lease term includes the non-cancellable period and the optional period where it is reasonably certain we will exercise an extension or termination option, considering various factors that create an economic incentive to do so. Subsequently, the lease liability is measured at amortized cost using the effective interest method, with interest charged to Interest expense in the Consolidated Statements of Operations. Lease liabilities and right-of-use assets are remeasured upon lease modifications. A lease modification is considered as a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease.

Intangible Assets

Intangible assets consist of finite life and indefinite life intangible assets. Finite life intangible assets are amortized on a straight-line basis or using a units-of-production method, over the useful economic lives which are varying periods of up to 40 years. Amortization is charged through Operating expenses in the Consolidated Statements of Operation. The useful lives of finite life intangible assets are reviewed annually, and the amortization is adjusted as necessary. Indefinite life intangibles are not amortized, and are assessed for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Impairment is assessed by comparing the carrying values of the indefinite life intangible assets to their recoverable amounts. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. If the carrying values of the indefinite life intangibles exceed their recoverable amounts, these assets are considered impaired, and a charge for impairment is recognized in our Consolidated Statements of Operations. The recoverable amount of intangible assets is determined using various valuation models, which require management to make certain judgments and assumptions that could affect the estimates of the recoverable amount.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable tangible and intangible assets of the acquired businesses. It is carried at original cost less any impairment subsequently incurred. Goodwill is assessed for impairment annually or more frequently if events or circumstances occur that may result in the recoverable amount of a CGU or a group of CGUs falling below its carrying value. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of cash inflows from other groups of assets. We exercise significant judgment in determining our CGUs. The factors considered in determining our CGUs include product cash inflows, product distribution, target markets, and how management monitors and evaluates the operations.

The goodwill balances are allocated to either individual or groups of CGUs that are expected to benefit from the synergies of the business combination. Goodwill impairment is quantified by comparing a CGU’s or a group of CGUs’ carrying value to its recoverable amount, which is the higher of fair value less costs of disposal and value in use. Impairment losses are recognized immediately and cannot be reversed in future periods. Significant judgment is involved in estimating the model inputs used to determine the recoverable amount of our CGUs or group of CGUs, including those for discount rates, capital, the value of new business, expenses, cash flow projections, and market multiples, due to the uncertainty and the forward-looking nature of these inputs. The assumptions may differ from the actual experience, and estimates may change from period to period based on future events or revisions of assumptions. These key assumptions are discussed in Note 9.

Insurance Contract Liabilities

Insurance contracts are contracts under which we accept significant insurance risk from a policyholder by agreeing to compensate the policyholder if a specified uncertain future event adversely affects the policyholder. The presence of significant insurance risk in individual contracts is assessed by reviewing books of contracts with homogeneous risk features. Judgment is required to determine the classification of a contract as an insurance contract, investment contract or a service contract.

As discussed in the Segregated Funds section of this Note, certain insurance contracts under which the policyholder bears the risks associated with the underlying investments are classified as Insurance contracts for account of segregated fund holders in our Consolidated Statements of Financial Position.

Insurance contract liabilities, including policy benefits payable and provisions for policyholder dividends, are determined in accordance with Canadian accepted actuarial practice and any requirements of OSFI. As confirmed by guidance provided by the Canadian Institute of Actuaries (“CIA”), the current Canadian Asset Liability Method (“CALM”) of valuation of insurance contract liabilities satisfies the IFRS 4 requirements for eligibility for use under IFRS. Under CALM, liabilities are set equal to the statement of financial position value of the assets required to support them.

Some insurance contracts contain discretionary participation features (“DPF”), whereby the policyholder has the right to receive potentially significant additional benefits based on the actual investments and other experience on a block of similar contracts. IFRS allows the non-guaranteed, or participating, elements of such contracts to be classified as either a liability or as equity, depending on the nature of our obligation to the policyholder. The contracts issued by us contain constructive obligations to the policyholder with respect to the DPF of the contracts. We have therefore elected to classify these features as a liability, consistent with accounting treatment under CALM, and in accordance with guidance provided by the CIA.

Derivatives embedded in insurance contracts are treated as separate derivatives and measured at fair value with changes in fair value recognized in income, except when the embedded derivative itself meets the definition of an insurance contract under IFRS, or when the risks and characteristics are closely related to those of the host contracts or when the derivative is the policyholder’s option to surrender an insurance contract for a fixed amount or an amount based on a fixed amount and an interest rate. The derivatives that have not been separated are accounted for as insurance contract liabilities.

Significant judgment is required in determining our liabilities for insurance contracts including the assumptions required for their determination. Application of different assumptions may result in different measurement of the insurance contract liabilities. Actual experience may differ from assumptions, and estimates may change from period to period based on future events or revisions of assumptions. Key assumptions and considerations in choosing assumptions are discussed in Note 10 and sensitivities are discussed in Note 7.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 125

Financial Liabilities

Investment Contract Liabilities

Contracts issued by us that do not transfer significant insurance risk, but do transfer financial risk from the policyholder to us, are financial liabilities and are accounted for as investment contracts. Service components of investment contracts are treated as service contracts. For further details on how service components of investment contracts are treated, see the Service Contracts accounting policy in this Note.

Liabilities for investment contracts without DPF are measured at FVTPL or amortized cost. Contracts recorded at FVTPL are measured at fair value at inception and each subsequent reporting period. Contracts recorded at amortized cost are initially recognized at fair value, less transaction costs directly attributable to the issue of the contract. At each subsequent period, the contracts are measured at amortized cost using the effective interest method. Changes in fair value of investment contract liabilities recorded at FVTPL and amortization on contracts recorded at amortized cost are recorded as an Increase (decrease) in investment contract liabilities in our Consolidated Statements of Operations. Deposits collected from and payments made to contract holders are recorded as an increase and decrease in Investment contract liabilities in our Consolidated Statements of Financial Position. These liabilities are derecognized when the obligation of the contract is discharged, cancelled or expired.

As discussed in the Segregated Funds section of this Note, certain investment contracts under which the policyholder bears the risks associated with the underlying investments are classified as Investment contracts for account of segregated fund holders in the Consolidated Statements of Financial Position. The accounting for investment contracts that contain DPF is described in the Insurance Contract Liabilities section of this Note.

Other Liabilities

Other liabilities which are measured at amortized cost, include accounts payable, lines of credit, repurchase agreements, accrued expenses and taxes, senior financing, provisions, lessee’s lease liabilities and a deferred payment liability. Liabilities for provisions, other than insurance contract liabilities and investment contract liabilities, are recognized for present legal or constructive obligations as a result of a past event if it is probable that they will result in an outflow of economic resources and the amount can be reliably estimated. The amounts recognized for these provisions are the best estimates of the expenditures required to settle the present obligations or to transfer them to a third party at the statement of financial position date, considering all the inherent risks and uncertainties, as well as the time value of money. These provisions are reviewed as relevant facts and circumstances change.

The lease liabilities are initially measured at the present value of lease payments over the term of the lease using a discount rate that is based on our incremental borrowing rate. Subsequently, the lease liabilities are measured at amortized cost using the effective interest method.

Other financial liabilities are initially measured at fair value, which is the present value of the expected cash outflow of the obligations, using our incremental borrowing rate. Subsequently, other financial liabilities are measured at amortized cost. If there is a change to the expected timing or amount of cash outflows, the carrying amount will be adjusted to reflect the revised estimates and will be recognized in the Consolidated Statements of Operations.

Further details on other financial liabilities, the put option and the deferred payment liability are included in Note 3.

Senior Debentures and Subordinated Debt

Senior debentures and subordinated debt liabilities are recorded at amortized cost using the effective interest method. Transaction costs are recorded as part of the liability and are recognized in income using the effective interest method. These liabilities are derecognized when the obligation of the contract is discharged, cancelled or expired.

Service Contracts

Contracts issued by us to customers that do not transfer significant insurance risk and do not transfer financial risk from the customer to us, including contracts for investment management service, are classified as service contracts. Service components of investment contracts are also accounted for as service contracts. Fee income earned from these contracts is described in the Premium and Fee Income Recognition accounting policy section of this Note. Deferred acquisition costs are described under the Other Assets accounting policy section of this Note. Where the cost of meeting the obligations of the contract exceed the economic benefits expected to be received under it, a provision is recognized in Other liabilities.

Segregated Funds

Segregated funds are products for which we issue a contract where the benefit amount is directly linked to the fair value of the investments held in the particular segregated fund. Although the underlying assets are registered in our name and the segregated fund contract holder has no direct access to the specific assets, the contractual arrangements are such that the segregated fund policyholder bears the risks and rewards of the fund’s investment performance. In addition, certain contracts include guarantees from us. We derive fee income from segregated funds, which is included in Fee income in our Consolidated Statements of Operations. Policyholder transfers between general funds and segregated funds are included in Net transfer to (from) segregated funds in our Consolidated Statements of Operations. Deposits to segregated funds are reported as increases in segregated funds liabilities and are not reported as revenues in our Consolidated Statements of Operations.

Investments for Account of Segregated Fund Holders

Investments for account of segregated fund holders are recorded separately from the Total general fund assets in our Consolidated Statements of Financial Position and are carried at fair value. Fair values are determined using quoted market values or, where quoted market values are not available, estimated fair values as determined by us.

126 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Insurance and Investment Contracts for Account of Segregated Fund Holders

Insurance contracts for account of segregated fund holders are recorded separately from the Total general fund liabilities in our Consolidated Statements of Financial Position. Insurance contracts under which the segregated fund holders bear the risks associated with the underlying investments are classified as Insurance contracts for account of segregated fund holders. The liabilities reported as Insurance contracts for account of segregated fund holders are measured at the aggregate of the policyholder account balances. Changes in the fair value of the invested assets of the segregated funds are recorded in net realized and unrealized gains (losses) within the segregated fund and are not recorded in our Consolidated Statements of Operations.

Other assets and liabilities associated with these insurance contracts, such as origination costs and the liabilities associated with guarantees provided by us, are included in general fund liabilities in Insurance contract liabilities in our Consolidated Statements of Financial Position.

Investment contracts for account of segregated fund holders are recorded separately from the Total general fund liabilities in our Consolidated Statements of Financial Position. Investment contracts under which the segregated fund holders bear the risks associated with the underlying investments are classified as Investment contracts for account of segregated fund holders. The liabilities reported as Investment contracts for account of segregated fund holders are measured at the aggregate of the policyholder account balances.

Other liabilities associated with these investment contracts, such as onerous contract provisions required for service components, are included in general fund liabilities in Investment contract liabilities in our Consolidated Statements of Financial Position.

Income Taxes

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. Deferred income tax is provided using the liability method on temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Current and deferred income tax relating to items recognized in the current or previous period in OCI or directly in equity is accordingly recognized in OCI or equity and not in our Consolidated Statements of Operations. Interest and penalties payable to taxation authorities are recorded in Interest expense and Operating expenses, respectively, in our Consolidated Statements of Operations.

Deferred income tax assets and liabilities are calculated based on income tax rates and laws that are expected to apply when the liability is settled or the asset is realized, which are normally those enacted or considered substantively enacted at our Consolidated Statements of Financial Position dates. Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses to the extent of the probability that future taxable profit will be available against which these assets can be utilized. At each reporting period, we assess all available evidence, both positive and negative, to determine the amount of deferred income tax assets to be recognized. The recognition of deferred income tax assets requires estimates and significant judgment about future events, such as projections of future taxable profits, based on the information available at the reporting date.

The determination of the required provision for current and deferred income taxes requires that we interpret tax legislation in the jurisdictions in which we operate. For each reporting period, our income tax provision reflects our best estimate, based on the information available at the reporting date, of tax positions that are under audit or appeal by relevant tax authorities. To the extent that our estimate of tax positions or the timing of realization of deferred income tax assets or liabilities are not as expected, the provision for income taxes may increase or decrease in the future to reflect the actual experience.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, joint ventures and associates, except where we control the timing of the reversal of the temporary difference and it is apparent that the temporary difference will not reverse in the foreseeable future. No deferred income tax asset or liability is recognized in relation to temporary differences that arise from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, did not affect either the accounting profit or taxable profit or loss. Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities, the deferred income taxes relate to the same taxable entity and the same taxation authority and we intend either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

In determining the impact of taxes, we are required to comply with Canadian accepted actuarial practice and IFRS. CALM requires that all projected cash flows associated with insurance contract liabilities, including income taxes, be included in the determination of insurance contract liabilities. The insurance contract liabilities are therefore determined including all policy-related income tax effects on a discounted basis, and then adjusted for any related deferred income tax assets and liabilities held in accordance with IFRS. The net result of this adjustment is to leave the discounting effect of the deferred income taxes associated with temporary differences on policy-related tax items in the insurance contract liabilities.

Pension Plans and Other Post-Retirement Benefits

For defined benefit plans, the present value of the defined benefit obligation is calculated by independent actuaries using the projected unit credit method, and actuarial assumptions that represent best estimates of future variables that will affect the ultimate cost of these obligations. The discount rate used for our material defined benefit plans is determined with reference to market yields of high-quality corporate bonds that are denominated in the same currency in which the benefits will be paid, and that have terms to maturity approximating the terms of obligations. Plan assets are measured at fair value and are held in separate trustee administered funds or as qualifying insurance contracts. The difference between the fair value of the plan assets and the present value of the defined benefit obligation is recognized on the Consolidated Statements of Financial Position as an asset or liability in Other assets or Other liabilities, respectively.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 127

Costs charged to our Consolidated Statements of Operations include current service cost, any past service costs, any gains or losses from curtailments or settlements, and interest on the net defined benefit liability (asset). Remeasurement of the net defined benefit liability (asset), which includes the impact of changes to the actuarial assumption underlying the liability calculations, liability experience gains or losses, the difference between the return on plan assets and the amount included in the interest on the net defined benefit liability (asset), is reflected immediately in OCI. The calculation of the defined benefit expenses and obligations requires judgment as the recognition is dependent on various actuarial assumptions such as discount rates, health care cost trend rates and projected compensation increases. These key assumptions are discussed in Note 25.

Dividends

Dividends payable to holders of shares of SLF Inc. are recognized in the period in which they are authorized or approved. Dividends that have been reinvested in additional common shares under the Dividend Reinvestment and Share Purchase Plan (“DRIP”) are also reflected as dividends within retained earnings. Where SLF Inc. has issued common shares from treasury under the DRIP, the additional shares have been reflected in common shares.

Premium and Fee Income Recognition

Gross premiums for all types of insurance contracts excluding segregated fund contracts are generally recognized as revenue when due.

Fee income is generated from insurance contracts and service contracts.

Fee income from insurance contracts includes fees from segregated fund contracts, guarantee fees and other fees associated with insurance contracts and is typically recognized as revenue when services are rendered.

Fee income from service contracts represents fees associated with non-insurance contracts with customers and includes Distribution fees, Fund management and other asset-based fees, and Administrative services and other fees. Distribution fees includes fees earned from the distribution of investment products and other intermediary activities. Fund management and other asset-based fees includes fees earned from investment management services. Administrative services and other fees includes fees earned from contract administration and other management services. Fee income from service contracts is typically recognized as revenue when services are rendered at either a point in time or over time. The majority of fee income from service contracts is comprised of variable consideration which is based on a percentage of assets under management or another variable metric and is recognized as revenue when it is highly probable that a significant reversal in the amount of the revenue recognized will not occur.

Share-Based Payments

Stock options of SLF Inc. granted to employees are accounted for as equity-settled share-based payment transactions. The total compensation expense for stock options is computed based on the fair value of the stock option at the date of grant and the estimated number of options expected to vest at the end of the vesting period. The expense is recognized over the vesting period as compensation expense in Operating expenses in our Consolidated Statements of Operations, with an offset to contributed surplus in our Consolidated Statements of Changes in Equity. When options are exercised, new common shares are issued, contributed surplus is reversed and the common shares issued are credited to common shares in our Consolidated Statements of Changes in Equity.

Other share-based payment plans based on the value of SLF Inc.’s common shares are accounted for as cash-settled share-based payment transactions. The total liabilities for these plans are computed based on the estimated number of awards expected to vest at the end of the vesting period. The liabilities are recomputed at the end of each reporting period and are measured at the fair value of the award at that reporting date. The liabilities are accrued and expensed on a straight-line basis over the vesting periods. The liabilities are settled in cash at the end of the vesting period.

Share-based payment awards within MFS Investment Management (“MFS”), which are based on their own shares, are accounted for as cash-settled share-based payment awards. The vested and unvested awards, as well as the shares that have been issued under these plans, are recognized as liabilities because MFS has a practice of purchasing the issued shares from employees after a specified holding period. The total liabilities for these plans are computed based on the estimated number of awards expected to vest at the end of the vesting period. The liabilities are accrued over the vesting period and are measured at fair value at each reporting period with the change in fair value recognized as compensation expense in Operating expenses in our Consolidated Statements of Operations. The liabilities are settled in cash when the shares are purchased from the employees.

Basic and Diluted Earnings Per Share (“EPS”)

Basic EPS is calculated by dividing the common shareholders’ net income by the weighted average number of common shares issued and outstanding.

Diluted EPS adjusts common shareholders’ net income and the weighted average number of common shares for the effects of all dilutive potential common shares under the assumption that convertible instruments are converted and that outstanding options are exercised. Diluted EPS is calculated by dividing the adjusted common shareholders’ net income by the adjusted weighted average number of common shares outstanding. For convertible instruments, common shareholders’ net income is increased by the after-tax expense on the convertible instrument while the weighted average common shares are increased by the number of common shares that would be issued at conversion. For stock options, it is assumed that the proceeds from the exercise of options whose exercise price is less than the average market price of common shares during the period are used to repurchase common shares at the average market price for the period. The difference between the number of common shares issued for the exercise of the dilutive options and the number of common shares that would have been repurchased at the average market price of the common shares during the period is adjusted to the weighted average number of common shares outstanding.

128 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

 2. Changes in Accounting Policies

2.A New and Amended International Financial Reporting Standards Adopted in 2021

We adopted the following amendments on January 1, 2021:

In August 2020, the IASB issued the Interest Rate Benchmark Reform Phase 2, which includes amendments to IFRS 9, IAS 39, IFRS 7 Financial Instruments: Disclosures, IFRS 4 and IFRS 16 Leases (“IFRS 16”). The amendments address issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one. The adoption of these amendments did not have a material impact on our Consolidated Financial Statements.

The UK, Financial Conduct Authority (“FCA”) announced on March 5, 2021 that panel bank submissions for UK London Interbank Offered Rate (“LIBOR”) will cease after December 31, 2021 and for key U.S. LIBOR tenors, after June 30, 2023. Additionally, the Canadian Alternative Reference Rate (“CARR”) working group has recommended on December 16, 2021 that the administrator of the Canadian Dollar Offered Rate (“CDOR”), Refinitiv Benchmark Services (UK) Limited (“RBSL”), cease publication of all of CDOR’s remaining tenors after the end of June 2024. However, this is a recommendation only and the decision to cease CDOR ultimately lies solely with RBSL.

We have created an Interbank Offered Rate (“IBOR”) Transition Program (“the Program”) to manage the transition to Alternative Reference Rates (“ARR”). The Program is cross-functional in nature and comprises key stakeholders across our organization and operates with executive oversight. The Program is on track in executing its transition plan, and is mindful of incorporating market developments as they arise. We also actively participate in industry associations and incorporate best practice guidance from these industry associations, as well as regulatory bodies into the transition plan, such as reviewing all existing and new U.S. LIBOR contracts for appropriate fallback language in contracts.

Areas of risk relating to the replacement of IBOR include the negotiations with borrowers, updating systems and processes which capture IBOR referenced contracts, amendments to those contracts, or existing fallback/transition clauses not operating as anticipated. Other transition risks that may arise because of the new ARRs are predominantly limited to interest rate risk and the risk of losing value or return on existing instruments. In 2020, all our entities exposed to U.S. LIBOR adhered to the International Swaps and Derivatives Association IBOR Fallbacks Protocol facilitating the transition of legacy derivative contracts. Our entities are also fully ready for the cessation of the publication of GBP LIBOR, having addressed the transition of all exposures as at December 31, 2021.

Our exposure to interest rate benchmarks subject to IBOR reforms is predominately related to U.S. LIBOR. As at December 31, 2021, non-derivative financial assets of $3,849, non-derivative financial liabilities of $70, and derivative notional of $9,417 have not yet transitioned to an ARR and excludes financial instruments maturing by June 30, 2023.

We adopted the following amendment on April 1, 2021:

In March 2021, the IASB issued the COVID-19-Related Rent Concessions beyond 30 June 2021 amendment to IFRS 16. The amendment extends the application period of the practical expedient in IFRS 16 to help lessees account for COVID-19-related rent concessions by one year. The original amendment was issued in May 2020 by adding a practical expedient to provide relief for lessees from lease modification accounting for COVID-19- related rent concessions, such as rent holidays and temporary rent reductions. The adoption of this amendment did not have a material impact on our Consolidated Financial Statements.

2.B New and Amended International Financial Reporting Standards to be Adopted in 2022

The following new and amended IFRS were issued by the IASB and are expected to be adopted by us in 2022. We do not expect the adoption of these amendments to have a material impact on our Consolidated Financial Statements:

In May 2020, the IASB issued Reference to the Conceptual Framework, which includes amendments to IFRS 3 Business Combinations. The amendments update an outdated reference to the Conceptual Framework in IFRS 3 without significantly changing the requirements in the standard.

In May 2020, the IASB issued Property, Plant and Equipment - Proceeds before Intended Use, which includes amendments to IAS 16 Property, Plant and Equipment. The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The amendments apply retrospectively to assets ready for use in the comparative period.

In May 2020, the IASB issued Onerous Contracts - Cost of Fulfilling a Contract, which includes amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets. The amendments specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts.

In May 2020, the IASB issued Annual Improvements to IFRS Standards 2018-2020, which includes minor amendments to three IFRS standards applicable to our Consolidated Financial Statements. The amendments apply prospectively.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 129

2.C Amended International Financial Reporting Standards to be Adopted in 2023 or Later

We are currently assessing the impact that these amendments will have on our Consolidated Financial Statements:

In May 2021, the IASB issued amendments to IAS 12 Income Taxes (“IAS 12”). The amendments, Deferred Tax related to Assets and Liabilities arising from a Single Transaction, narrow the scope of the recognition exemption in IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The amendment to IAS 12 will be effective for annual reporting periods beginning on or after January 1, 2023, with early application permitted.

In February 2021, the IASB issued amendments to IAS 1 Presentation of Financial Statements (“IAS 1”) and IFRS Practice Statement 2 Making Materiality Judgments (“IFRS Practice Statement 2”). The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures. The amendment to IAS 1 will be effective for annual reporting periods beginning on or after January 1, 2023, with early application permitted.

In February 2021, the IASB issued amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”). The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. The amendment to IAS 8 will be effective for annual reporting periods beginning on or after January 1, 2023, with early application permitted.

In May 2017, the IASB issued IFRS 17 Insurance Contracts (“IFRS 17”), which replaces IFRS 4. In June 2020, the IASB issued amendments to IFRS 17, which include deferral of the effective date to annual periods beginning on or after January 1, 2023. The deferral option of IFRS 9 for insurers was also extended to that same date. In December 2021, the IASB issued an optional amendment for a new transition option relating to comparative information about financial assets presented on initial application of IFRS 17. IFRS 17 establishes the principles for the recognition, measurement, presentation, and disclosure of insurance contracts. IFRS 17 requires entities to measure insurance contract liabilities at their current fulfillment values using one of three measurement models, depending on the nature of the contract. IFRS 17 is to be applied retrospectively to each group of insurance contracts unless impracticable. If, and only if, it is impracticable to apply IFRS 17 retrospectively for a group of insurance contracts, an entity shall apply IFRS 17 using a modified retrospective approach or a fair value approach. IFRS 17 will affect how we account for our insurance contracts and how we report our financial performance in our Consolidated Statements of Operations. We are currently assessing the impact of IFRS 17. We anticipate it will have an impact on the timing of earnings recognition and the presentation and disclosure of financial results in our Consolidated Financial Statements.

In July 2014, the IASB issued the final version of IFRS 9, which replaces IAS 39. IFRS 9 includes guidance on the classification and measurement of financial instruments, impairment of financial assets, and hedge accounting. Financial asset classification is based on the cash flow characteristics and the business model in which an asset is held. The classification determines how a financial instrument is accounted for and measured. IFRS 9 also introduces an impairment model for financial instruments not measured at fair value through profit or loss that requires recognition of expected losses at initial recognition of a financial instrument and the recognition of full lifetime expected losses if certain criteria are met. In addition, a new model for hedge accounting was introduced to achieve better alignment with risk management activities. This standard is effective for annual periods beginning on or after January 1, 2018. In October 2017, the IASB issued narrow-scope amendments to IFRS 9. The amendments clarify the classification of certain prepayable financial assets and the accounting of financial liabilities following modification. The amendments are effective for annual periods beginning on or after January 1, 2019. However, pursuant to the aforementioned amendments to IFRS 4, we elected the deferral approach permitted under IFRS 4 to continue to apply IAS 39. We are currently assessing the impact that IFRS 9, along with these amendments, will have on our Consolidated Financial Statements.

 3. Acquisitions and Other

Pinnacle Care International, Inc.

On July 1, 2021, we completed the acquisition of Pinnacle Care International, Inc. (“PinnacleCare”). Total consideration for the 100% acquisition of PinnacleCare was cash of $110, which mainly comprises of goodwill and intangibles. Goodwill of $45, recognized as a part of the acquisition, represents the value of synergies from the integration of PinnacleCare into the U.S. Group Benefits business. Intangible assets of $64, recognized as a part of the acquisition, represent the value of customer relationships acquired with the business.

PinnacleCare is a U.S. health-care navigation and medical intelligence service which expands our medical stop-loss business. The acquisition now forms part of our U.S. Group Benefits business. This acquisition will expand our medical stop-loss business by improving the care experience, costs and outcomes for both the employee and employer.

The fair values of the identifiable assets and liabilities are subject to refinement and may be retroactively adjusted to reflect new information obtained about facts and circumstances that existed at the acquisition date during the measurement period.

130 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Crescent Capital Group LP

On January 5, 2021, we purchased 51% of Crescent Capital Group LP (“Crescent”), a U.S.-based global alternative credit investment manager, as well as the ability to acquire the remaining interest in the future. Crescent is reported in the SLC Management business unit within our Asset Management business segment. Consideration included $308 in cash and $6 of contingent consideration to the former owners of Crescent. The acquisition will extend SLC Management’s solutions in alternative credit.

The fair values of the identifiable assets and liabilities acquired were:

	As at January 5, 2021
Intangible assets		$      341
Net liabilities		(119	)
Total identifiable net assets at fair value		222
Non-controlling interest(1)		(317	)
Goodwill arising on acquisition		409
Total consideration		$      314

⁽¹⁾ We have elected to measure NCI at fair value for this acquisition. The fair value was determined by calculating the proportionate share of the present value of future cash flows relating to NCI. Significant assumptions inherent in the valuation of NCI include the estimated after-tax cash flows expected to be received and an assessment of the appropriate discount rate.

The fair values of the identifiable assets and liabilities are subject to refinement and have been retroactively adjusted to reflect new information obtained about facts and circumstances that existed at the acquisition date during the measurement period.

Crescent minority shareholders also have the option to require us to purchase their shares (“put option”) in 2026. We have a call option to acquire the remaining outstanding shares held by these minority shareholders commencing in 2026. The fair value of the put option liability was recognized in Other financial liabilities and any excess over the carrying amounts arising from transactions relating to non-controlling shareholders was recorded as a reduction to Retained earnings. Any changes to the carrying value of the financial liability after the acquisition date will be recognized in the Consolidated Statements of Operations. The agreement also includes a contingent payment based on the achievement of certain milestones.

At the date of acquisition, the impact to our assets, liabilities and equity is as follows:

As at January 5, 2021	Share purchase				Put option adjustments				Total
Cash consideration		$	(308	)		$	—			$	(308	)
Intangible assets			341				—				341
Goodwill(1)			409				—				409
Total assets		$	442			$	—			$	442
Net liabilities		$	(119	)		$	—			$	(119	)
Other financial liabilities — Contingent consideration			(6	)			—				(6	)
Other financial liabilities — Put option			—				(441	)			(441	)
Total liabilities		$	(125	)		$	(441	)		$	(566	)
Non-controlling interest(2)		$	(317	)		$	302			$	(15	)
Retained earnings			—				139				139
Total equity		$	(317	)		$	441			$	124

⁽¹⁾ Goodwill of $409 reflects non-contractual customer relationships and is tax deductible.

⁽²⁾ The remaining $15 represents specifically identifiable assets where the risks and rewards accrue to the minority shareholders of Crescent Capital Group, and the related NCI interests are not a party to the put option.

InfraRed Capital Partners

On July 1, 2020, we acquired 80% of InfraRed Capital Partners (“InfraRed”), a UK-based global infrastructure and real estate investment manager, as well as the ability to acquire the remaining interest in the future. InfraRed is reported in the SLC Management business unit within our Asset Management business segment. Consideration included approximately $517 in cash and $29 of contingent consideration to the former owners of InfraRed. InfraRed’s infrastructure platform focuses on value-add investing in both greenfield and brownfield assets worldwide across social, transportation, and renewable energy sectors; while InfraRed’s real estate platform is a combination of European and Asian value-add strategies. This acquisition provided SLC Management with capabilities in infrastructure equity, a fit with SLC Management’s mission to provide a broad spectrum of solutions built on alternative asset classes and liability-driven investing strategies.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 131

The fair values of the identifiable assets and liabilities acquired were:

	As at July 1, 2020
Intangible assets		$      357
Net assets		97
Deferred tax liabilities		(67	)
Total identifiable net assets at fair value		387
Financial liability		(129	)
Goodwill arising on acquisition(1)		288
Total consideration(2)		$      546

⁽¹⁾ Goodwill of $288 reflects InfraRed’s non-contractual customer relationships.

⁽²⁾ Amount includes $29 of contingent consideration.

The NCI of 20% will be recognized as a financial liability initially measured at fair value and subsequently measured at amortized cost. Any changes to the carrying value of the financial liability will be recognized in the Consolidated Statements of Operations. As part of the transaction, InfraRed minority shareholders have the option to require us to purchase their shares in 2024. We have a call option to acquire the remaining outstanding shares in InfraRed commencing in 2025.

Acquisitions and Other

On December 13, 2021, we announced that Canadian Premier Life Insurance Company (“Canadian Premier”) has entered into an agreement to acquire our sponsored markets business. Sponsored markets include a variety of association & affinity, and group creditor clients. The transaction is expected to close in early 2023, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.

On October 3, 2021, we entered into an agreement to acquire DentaQuest Group, Inc. (“DentaQuest”), a U.S.-based dental benefits provider, for approximately $3,100 (US$2,475). Upon close of the transaction, DentaQuest will become part of the Sun Life U.S. business segment. The transaction is expected to close in the first half of 2022, subject to receipt of regulatory approvals and satisfaction of customary closing conditions.

On February 1, 2021, the second stage of our acquisition of the pension business of FWD Life Insurance Company (Bermuda) Limited (“FWD”) was completed for net proceeds of $17. Included in the acquisition were $480 in Invested assets and $480 of Investment contract liabilities.

On November 18, 2020, we entered into a 15-year exclusive bancassurance partnership with Asia Commercial Joint Stock Bank (“ACB”) effective January 1, 2021. The partnership significantly expands our distribution capabilities in Asia. An initial payment of $471 was made in January 2021, based on the contractual terms of the agreement. The initial payment was capitalized as an intangible asset and will be amortized over the life of the contract based on a units-of-production method.

 4. Segmented Information

We have five reportable business segments: Canada, U.S., Asset Management, Asia and Corporate. These business segments operate in the financial services industry and reflect our management structure and internal financial reporting. Asset Management includes the results of our MFS and SLC Management business units. Corporate includes the results of our UK business unit and our Corporate Support operations, which include run-off reinsurance operations, as well as investment income, expenses, capital and other items not allocated to our other business groups. Revenues from our business segments are derived primarily from life and health insurance, investment management and annuities, and mutual funds. Revenues not attributed to the strategic business units are derived primarily from Corporate investments and earnings on capital. Transactions between segments are executed and priced at an arm’s-length basis in a manner similar to transactions with third parties.

The expenses in each business segment may include costs or services directly incurred or provided on their behalf at the enterprise level. For other costs not directly attributable to one of our business segments, we use a management reporting framework that uses assumptions, judgments, and methodologies for allocating overhead costs and indirect expenses to our business segments.

Intersegment transactions consist primarily of internal financing agreements which are measured at fair values prevailing when the arrangements are negotiated. Intersegment investment income consists primarily of interest paid by U.S. to Corporate. Intersegment fee income is primarily asset management fees paid by our business segments to Asset Management. SLC Management collects fee income and incurs the operational expenses associated with the management of the general fund assets. Intersegment transactions are eliminated in the Consolidation adjustments column in the following tables.

Management considers its external Clients to be individuals and corporations. We are not reliant on any individual Client as none is individually significant to our operations.

132 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Results by segment for the years ended December 31, 2021 and December 31, 2020 are as follows:

	Canada		U.S.		Asset Management		Asia		Corporate			Consolidation adjustments			Total
2021
Gross premiums:
Annuities	$	3,874	$	—	$	—	$	29	$	14		$	—		$	3,917
Life insurance		5,848		1,452		—		3,542		83			—			10,925
Health insurance		5,989		4,624		—		24		27			—			10,664
Total gross premiums		15,711		6,076		—		3,595		124			—			25,506
Less: Ceded premiums		1,533		705		—		201		14			—			2,453
Net investment income (loss)		3,069		546		20		1,060		37			(99	)		4,633
Fee income		1,611		81		5,835		642		111			(278	)		8,002
Total revenue		18,858		5,998		5,855		5,096		258			(377	)		35,688
Less:
Total benefits and expenses		16,651		5,375		4,591		3,838		513			(377	)		30,591
Income tax expense (benefit)		384		124		372		113		(266	)		—			727
Total net income (loss)	$	1,823	$	499	$	892	$	1,145	$	11		$	—		$	4,370
Less:
Net income (loss) attributable to participating policyholders		265		—		—		70		—			—			335
Shareholders’ net income (loss)	$	1,558	$	499	$	892	$	1,075	$	11		$	—		$	4,035
2020
Gross premiums:
Annuities	$	3,594	$	—	$	—	$	108	$	27		$	—		$	3,729
Life insurance		5,358		1,548		—		4,821		85			—			11,812
Health insurance		6,011		4,583		—		33		22			—			10,649
Total gross premiums		14,963		6,131		—		4,962		134			—			26,190
Less: Ceded premiums		1,530		695		—		212		15			—			2,452
Net investment income (loss)		6,823		2,610		23		2,550		758			(46	)		12,718
Fee income		1,376		92		5,014		572		103			(276	)		6,881
Total revenue		21,632		8,138		5,037		7,872		980			(322	)		43,337
Less:
Total benefits and expenses		20,669		7,825		3,712		7,137		1,029			(322	)		40,050
Income tax expense (benefit)		50		56		334		54		1			—			495
Total net income (loss)	$	913	$	257	$	991	$	681	$	(50	)	$	—		$	2,792
Less:
Net income (loss) attributable to participating policyholders		196		—		—		87		—			—			283
Net income (loss) attributable to non-controlling interests		—		—		11		—		—			—			11
Shareholders’ net income (loss)	$	717	$	257	$	980	$	594	$	(50	)	$	—		$	2,498
Assets and liabilities by segment are as follows:
	Canada		U.S.		Asset Management		Asia		Corporate			Consolidation adjustments			Total
As at December 31, 2021
Total general fund assets	$	110,499	$	33,391	$	10,024	$	37,661	$	14,187		$	(388	)	$	205,374
Investments for account of segregated fund holders	$	121,146	$	519	$	—	$	7,609	$	10,722		$	—		$	139,996
Total general fund liabilities	$	100,838	$	29,553	$	8,010	$	30,884	$	8,404		$	(388	)	$	177,301
As at December 31, 2020
Total general fund assets	$	106,318	$	33,790	$	6,957	$	36,414	$	13,897		$	(286	)	$	197,090
Investments for account of segregated fund holders	$	107,494	$	541	$	—	$	7,211	$	10,675		$	—		$	125,921
Total general fund liabilities	$	97,728	$	30,354	$	4,898	$	30,004	$	8,530		$	(286	)	$	171,228

The revenue and assets of our business segments differ from geographic segments primarily due to the geographic segmenting of our Asset Management and Corporate segments.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 133

The following table shows revenue by country for Asset Management and Corporate:

	Asset Management				Corporate
For the years ended December 31,	2021		2020		2021			2020
Revenue:
United States	$	5,299	$	4,505	$	112		$	169
United Kingdom		289		174		74			725
Canada		233		311		75			79
Other countries		34		47		(3	)		7
Total revenue	$	5,855	$	5,037	$	258		$	980
The following table shows total assets by country for Asset Management and Corporate:
	Asset Management				Corporate
As at December 31,	2021		2020		2021			2020
Total general fund assets:
United States	$	8,203	$	5,124	$	2,570		$	2,227
United Kingdom		1,064		1,037		6,892			7,766
Canada		582		580		4,533			3,716
Other countries		175		216		192			188
Total general fund assets	$	10,024	$	6,957	$	14,187		$	13,897
Investment for account of segregated fund holders:
United Kingdom	$	—	$	—	$	10,722		$	10,675
Total investment for account of segregated fund holders	$	—	$	—	$	10,722		$	10,675

134 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

 5. Total Invested Assets and Related Net Investment Income

5.A Fair Value of Invested Assets

5.A.i Carrying Value and Fair Value of Financial Assets and Other Financial Liabilities

The carrying values and fair values of our financial assets are shown in the following table:

As at	December 31, 2021				December 31, 2020
	Carrying value		Fair value		Carrying value		Fair value
Assets
Cash, cash equivalents and short-term securities	$	12,278	$	12,278	$	13,527	$	13,527
Debt securities - fair value through profit or loss		75,998		75,998		77,834		77,834
Debt securities - available-for-sale(1)		12,729		12,729		11,255		11,255
Equity securities - fair value through profit or loss		7,538		7,538		6,369		6,369
Equity securities - available-for-sale		1,575		1,575		262		262
Mortgages and loans(1)		51,692		55,756		49,946		56,231
Derivative assets		1,583		1,583		2,160		2,160
Other invested assets - fair value through profit or loss(2)		4,435		4,435		3,339		3,339
Other invested assets - available-for-sale(2)		781		781		828		828
Other invested assets - Collateralized Loan Obligations		1,865		1,855		—		—
Policy loans		3,261		3,261		3,265		3,265
Total financial assets(3)	$	173,735	$	177,789	$	168,785	$	175,070

⁽¹⁾ As at December 31, 2021, the fair value of invested assets that have contractual cash flows that qualify as SPPI include $12,604 of Debt securities - AFS ($11,159 as at December 31, 2020), $51,249 of Mortgages and loans supporting insurance contract liabilities ($51,480 as at December 31, 2020), and $4,499 of Mortgages and loans not supporting insurance contract liabilities ($4,741 as at December 31, 2020).

⁽²⁾ Other invested assets (FVTPL and AFS) include our investments in segregated funds, mutual funds and limited partnerships.

⁽³⁾ Invested assets on our Consolidated Statements of Financial Position of $184,522 ($177,912 as at December 31, 2020) includes Total financial assets in this table, Investment properties of $9,109 ($7,516 as at December 31, 2020), Other invested assets - non-financial assets of $1,678 ($1,611 as at December 31, 2020).

Our mortgages and loans are generally carried at amortized cost. The fair value of mortgages and loans, for disclosure purposes, is determined based on the methodology and assumptions described in Note 5.A.ii. As at December 31, 2021, $43,488 and $12,268 are categorized in Level 2 and Level 3, respectively, of the fair value hierarchy described in this Note ($43,904 and $12,327, respectively, as at December 31, 2020).

Financial Liabilities

Other financial liabilities are carried at amortized cost. The fair value of Other financial liabilities, for disclosure purposes, is determined based on the methodology and assumptions described in Note 5.A.ii. As at December 31, 2021, carrying value of $1,810 and fair value of $1,865 are categorized in Level 3 of the fair value hierarchy described in this Note ($1,136 and $1,233, respectively, as at December 31, 2020).

Derivative liabilities with a fair value of $1,392 ($1,744 as at December 31, 2020) are also included on the Consolidated Statements of Financial Position.

Obligations for securities borrowing are carried at a fair value of $51.

Policy loans are carried at their unpaid principal balances. The fair value of policy loans, for disclosure purposes, is approximated by their carrying value, as policy loans are fully secured by policy values on which the loans are made and are categorized in Level 2 of the fair value hierarchy.

Collateralized Loan Obligations

Crescent, a subsidiary within our Asset Management business segment, issues and manages Collateralized Loan Obligations (“CLO”). Each CLO is a special purpose vehicle that owns a portfolio of investments, consisting primarily of senior secured loans, and issues various tranches of senior and subordinated notes to third parties for the purpose of financing the purchase of those investments. Assets of the special purpose vehicle are included in Other invested assets and the associated liabilities are included in Other liabilities. See Note 12 for the associated liabilities for the CLO.

As at December 31, 2021, the carrying value of the assets supporting the CLOs are $1,865, which consists of cash and accounts receivable of $319 and loans of $1,546 ($nil as at December 31, 2020). Loans are measured at amortized cost. These underlying loans are mainly below investment grade. Our maximum contractual exposure to loss related to the CLOs is limited to our investment of $104 ($nil as at December 31, 2020) in the most subordinated tranche.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 135

5. A.ii Fair Value Methodologies and Assumptions

The fair value of government and corporate debt securities is determined using quoted prices in active markets for identical or similar securities. When quoted prices in active markets are not available, fair value is determined using market standard valuation methodologies, which include discounted cash flow analysis, consensus pricing from various broker dealers that are typically the market makers, or other similar techniques. The assumptions and valuation inputs in applying these market standard valuation methodologies are determined primarily using observable market inputs, which include, but are not limited to, benchmark yields, reported trades of identical or similar instruments, broker-dealer quotes, issuer spreads, bid prices, and reference data including market research publications. In limited circumstances, non-binding broker quotes are used.

The fair value of asset-backed securities is determined using quoted prices in active markets for identical or similar securities, when available, or valuation methodologies and valuation inputs similar to those used for government and corporate debt securities. Additional valuation inputs include structural characteristics of the securities, and the underlying collateral performance, such as prepayment speeds and delinquencies. Expected prepayment speeds are based primarily on those previously experienced in the market at projected future interest rate levels. In instances where there is a lack of sufficient observable market data to value the securities, non-binding broker quotes are used.

The fair value of equity securities is determined using quoted prices in active markets for identical securities or similar securities. When quoted prices in active markets are not available, fair value is determined using equity valuation models, which include discounted cash flow analysis and other techniques that involve benchmark comparison. Valuation inputs primarily include projected future operating cash flows and earnings, dividends, market discount rates, and earnings multiples of comparable companies.

The fair value of mortgages and loans is determined by discounting the expected future cash flows using a current market interest rate applicable to financial instruments with a similar yield, credit quality, and maturity characteristics. Valuation inputs typically include benchmark yields and risk-adjusted spreads from current lending activities or loan issuances. The risk-adjusted spreads are determined based on the borrower’s credit and liquidity, as well as term and other loan-specific features. Long-term mortgages and loans are generally categorized in Level 3 of the fair value hierarchy. The significant unobservable input is a portion of these risk-adjusted spreads at or beyond the 20-year point for mortgages and at or beyond the 10-year point for loans.

The fair value of other financial liabilities is determined by using the discounted cash flow methodology at the incremental borrowing rate or the effective interest rate. Other financial liabilities categorized as Level 3 represent the present value of the estimated price we would pay to acquire any remaining outstanding shares upon exercise of a put option and any mandatory income distributions. The fair value of the liabilities is based on the average earnings before income tax, depreciation and amortization (“EBITDA”) for the preceding years before the options’ exercise dates and EBITDA multiples in accordance with the put agreements as well as the expected amount of any mandatory income distributions. A change in EBITDA would impact the fair value of other financial liabilities and our net income (loss).

The fair value of derivative financial instruments depends upon derivative types. The fair value of exchange-traded futures and options is determined using quoted prices in active markets, while the fair value of over-the-counter (“OTC”) derivatives is determined using pricing models, such as discounted cash flow analysis or other market standard valuation techniques, with primarily observable market inputs. Valuation inputs used to price OTC derivatives may include swap interest rate curves, foreign exchange spot and forward rates, index prices, the value of underlying securities, projected dividends, volatility surfaces, and in limited circumstances, counterparty quotes. The fair value of OTC derivative financial instruments also includes credit valuation adjustments to reflect the credit risk of both the derivative counterparty and ourselves as well as the impact of contractual factors designed to reduce our credit exposure, such as collateral and legal rights of offset under master netting agreements. Inputs into determining the appropriate credit valuation adjustments are typically obtained from publicly available information and include credit default swap spreads when available, credit spreads derived from specific bond yields, or published cumulative default experience data adjusted for current trends when credit default swap spreads are not available.

The fair value of other invested assets is determined using quoted prices in active markets for identical securities or similar securities. When quoted prices in active markets are not available, fair value is determined using equity valuation models, which include discounted cash flow analysis and other techniques that involve benchmark comparison. Valuation inputs primarily include projected future operating cash flows and earnings, dividends, market discount rates, and earnings multiples of comparable companies.

The fair value of investment properties is generally determined using property valuation models that are based on expected capitalization rates and models that discount expected future net cash flows at current market interest rates reflective of the characteristics, location, and market of each property. Expected future net cash flows include contractual and projected cash flows and forecasted operating expenses, and take into account interest, rental, and occupancy rates derived from market surveys. The estimates of future cash inflows in addition to expected rental income from current leases, include projected income from future leases based on significant assumptions that are consistent with current market conditions. The future rental rates are estimated based on the location, type, and quality of the properties, and take into account market data and projections at the valuation date. The fair values are typically compared to market-based information for reasonability, including recent transactions involving comparable assets. The methodologies and inputs used in these models are in accordance with real estate industry valuation standards. Valuations are prepared externally or internally by professionally accredited real estate appraisers.

The fair value of short-term securities is approximated by their carrying amount, adjusted for credit risk where appropriate.

The fair value of investments for account of segregated fund holders is determined using quoted prices in active markets or independent valuation information provided by investment managers. The fair value of direct investments within investments for account of segregated fund holders, such as short-term securities and government and corporate debt securities, is determined according to valuation methodologies and inputs described above in the respective asset type sections.

136 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

The fair value of obligations for securities borrowing is based on the fair value of the underlying borrowed debt securities. As these obligations are fully collateralized, the method used to determine fair value would be the same as that used for the relevant underlying debt securities.

The methodologies and assumptions for determining the fair values of investment contract liabilities are included in Note 10.B.

5. A.iii Fair Value Hierarchy

We categorize our assets and liabilities carried at fair value, based on the priority of the inputs to the valuation techniques used to measure fair value, into a three-level fair value hierarchy as follows:

Level 1: Fair value is based on the unadjusted quoted prices for identical assets or liabilities in an active market. The types of assets and liabilities classified as Level 1 generally include cash and cash equivalents, certain U.S. government and agency securities, exchange-traded equity securities, and certain segregated and mutual fund units held for account of segregated fund holders.

Level 2: Fair value is based on quoted prices for similar assets or liabilities traded in active markets, or prices from valuation techniques that use significant observable inputs, or inputs that are derived principally from or corroborated with observable market data through correlation or other means. The types of assets and liabilities classified as Level 2 generally include Canadian federal, provincial and municipal government, other foreign government and corporate debt securities, certain asset-backed securities, OTC derivatives, and certain segregated and mutual fund units held for account of segregated fund holders.

Level 3: Fair value is based on valuation techniques that require one or more significant inputs that are not based on observable market inputs. These unobservable inputs reflect our expectations about the assumptions market participants would use in pricing the asset or liability. The types of assets and liabilities classified as Level 3 generally include certain corporate bonds, certain other invested assets and investment properties.

Our assets and liabilities that are carried at fair value on a recurring basis by hierarchy level are as follows:

As at	December 31, 2021								December 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash, cash equivalents and short-term securities	$	10,923	$	1,355	$	—	$	12,278	$	12,428	$	1,099	$	—	$	13,527
Debt securities – fair value through profit or loss		1,503		74,333		162		75,998		1,537		76,072		225		77,834
Debt securities – available-for-sale		770		11,916		43		12,729		796		10,392		67		11,255
Equity securities – fair value through profit or loss		4,429		3,013		96		7,538		3,777		2,411		181		6,369
Equity securities – available-for-sale		1,414		87		74		1,575		144		71		47		262
Derivative assets		26		1,557		—		1,583		36		2,124		—		2,160
Other invested assets		1,189		377		3,650		5,216		1,094		428		2,645		4,167
Investment properties		—		—		9,109		9,109		—		—		7,516		7,516
Total invested assets measured at fair value	$	20,254	$	92,638	$	13,134	$	126,026	$	19,812	$	92,597	$	10,681	$	123,090
Investments for account of segregated fund holders		28,637		110,748		611		139,996		26,832		98,539		550		125,921
Total assets measured at fair value	$	48,891	$	203,386	$	13,745	$	266,022	$	46,644	$	191,136	$	11,231	$	249,011
Liabilities
Investment contract liabilities	$	—	$	—	$	9	$	9	$	—	$	—	$	2	$	2
Derivative liabilities		9		1,383		—		1,392		13		1,731		—		1,744
Other liabilities – obligations for securities borrowing		—		51		—		51		—		—		—		—
Total liabilities measured at fair value	$	9	$	1,434	$	9	$	1,452	$	13	$	1,731	$	2	$	1,746
Debt securities - fair value through profit or loss consist of the following:
As at	December 31, 2021								December 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Canadian federal government	$	—	$	4,783	$	15	$	4,798	$	—	$	4,546	$	14	$	4,560
Canadian provincial and municipal government		—		15,930		—		15,930		—		16,909		—		16,909
U.S. government and agency		1,503		139		—		1,642		1,537		141		—		1,678
Other foreign government		—		4,747		7		4,754		—		5,274		7		5,281
Corporate		—		41,914		138		42,052		—		42,507		157		42,664
Asset-backed securities:
Commercial mortgage-backed securities		—		2,221		2		2,223		—		2,199		6		2,205
Residential mortgage-backed securities		—		2,565		—		2,565		—		2,459		—		2,459
Collateralized debt obligations		—		351		—		351		—		389		—		389
Other		—		1,683		—		1,683		—		1,648		41		1,689
Total debt securities – fair value through profit or loss	$	1,503	$	74,333	$	162	$	75,998	$	1,537	$	76,072	$	225	$	77,834

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 137

Debt securities – available-for-sale consist of the following:

As at	December 31, 2021								December 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Canadian federal government	$	—	$	2,303	$	—	$	2,303	$	—	$	1,929	$	—	$	1,929
Canadian provincial and municipal government		—		1,149		—		1,149		—		1,333		—		1,333
U.S. government and agency		770		1		—		771		796		1		—		797
Other foreign government		—		756		1		757		—		822		1		823
Corporate		—		5,473		41		5,514		—		4,258		52		4,310
Asset-backed securities:
Commercial mortgage-backed securities		—		761		1		762		—		750		2		752
Residential mortgage-backed securities		—		522		—		522		—		292		—		292
Collateralized debt obligations		—		505		—		505		—		531		—		531
Other		—		446		—		446		—		476		12		488
Total debt securities – available-for-sale	$	770	$	11,916	$	43	$	12,729	$	796	$	10,392	$	67	$	11,255

During 2021 and 2020, we did not have any significant transfers between Level 1 and Level 2.

138 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

The following table provides a reconciliation of the beginning and ending balances for assets and liabilities that are categorized in Level 3:

For the years ended	Debt securities - fair value through profit or loss			Debt securities - available- for-sale			Equity securities - fair value through profit or loss			Equity securities - available- for-sale			Other invested assets			Investment properties			Total invested assets measured at fair value			Investments for account of segregated fund holders			Total assets measured at fair value
December 31, 2021
Beginning balance	$	225		$	67		$	181		$	47		$	2,645		$	7,516		$	10,681		$	550		$	11,231
Included in net income(1)(2)(3)		(6	)		—			10			5			392			1,032			1,433			23			1,456
Included in OCI(2)		—			(1	)		—			33			13			—			45			—			45
Purchases		29			5			8			15			1,074			764			1,895			65			1,960
Sales / Payments		(9	)		(13	)		(25	)		(26	)		(469	)		(197	)		(739	)		(9	)		(748	)
Settlements		(15	)		(3	)		(5	)		—			—			—			(23	)		(1	)		(24	)
Transfers (out) of Level 3(4)		(57	)		(10	)		(73	)		—			—			—			(140	)		—			(140	)
Foreign currency translation(5)		(5	)		(2	)		—			—			(5	)		(6	)		(18	)		(17	)		(35	)
Ending balance	$	162		$	43		$	96		$	74		$	3,650		$	9,109		$	13,134		$	611		$	13,745
Gains (losses) included in earnings relating to instruments still held at the reporting date(1)	$	(4	)	$	—		$	11		$	5		$	382		$	1,038		$	1,432		$	27		$	1,459
December 31, 2020
Beginning balance	$	248		$	50		$	188		$	35		$	2,445		$	7,306		$	10,272		$	549		$	10,821
Included in net income(1)(2)(3)		11			—			—			—			(87	)		(63	)		(139	)		(22	)		(161	)
Included in OCI(2)		—			2			—			—			19			—			21			—			21
Purchases		67			15			11			46			594			620			1,353			30			1,383
Sales / Payments		(10	)		—			(2	)		(33	)		(304	)		(325	)		(674	)		(14	)		(688	)
Settlements		(9	)		(2	)		(15	)		—			—			—			(26	)		(1	)		(27	)
Transfers into Level 3(4)		3			2			—			—			—			—			5			1			6
Transfers (out) of Level 3(4)		(88	)		(1	)		—			—			—			—			(89	)		(1	)		(90	)
Foreign currency translation(5)		3			1			(1	)		(1	)		(22	)		(22	)		(42	)		8			(34	)
Ending balance	$	225		$	67		$	181		$	47		$	2,645		$	7,516		$	10,681		$	550		$	11,231
Gains (losses) included in earnings relating to instruments still held at the reporting date(1)	$	2		$	—		$	—		$	—		$	(68	)	$	13		$	(53	)	$	(23	)	$	(76	)

⁽¹⁾ Included in Net investment income (loss) for Total invested assets measured at fair value in our Consolidated Statements of Operation.

⁽²⁾ Total gains and losses in net income (loss) and OCI are calculated assuming transfers into or out of Level 3 occur at the beginning of the period. For an asset or liability that transfers into Level 3 during the reporting period, the entire change in fair value for the period is included in the table above. For transfers out of Level 3 during the reporting period, the change in fair value for the period is excluded from the table above.

⁽³⁾ Investment properties included in net income is comprised of fair value changes on investment properties of $1,070 ($19 in 2020), net of amortization of leasing commissions and tenant inducements of $38 ($82 in 2020). As at December 31, 2020, we have used assumptions that reflect known changes in the property values including changes in expected future cash flows.

⁽⁴⁾ Transfers into Level 3 occur when the inputs used to price the assets and liabilities lack observable market data, and as a result, no longer meet the Level 1 or 2 definitions at the reporting date. Transfers out of Level 3 occur when the pricing inputs become more transparent and satisfy the Level 1 or 2 criteria and are primarily the result of observable market data being available at the reporting date, thus removing the requirement to rely on inputs that lack observability.

⁽⁵⁾ Foreign currency translation relates to the foreign exchange impact of translating Level 3 assets and liabilities of foreign subsidiaries from their functional currencies to Canadian dollars.

Unobservable Inputs and Sensitivity for Level 3 Assets

Our assets categorized in Level 3 of the fair value hierarchy are primarily Investment properties, Debt securities and Other invested assets.

The fair value of Investment properties is determined by using the discounted cash flow methodology as described in Note 5.A.ii. The key unobservable inputs used in the valuation of investment properties as at December 31, 2021 include the following:

● Estimated rental value: The estimated rental value is based on contractual rent and other local market lease transactions, net of reimbursable operating expenses. An increase (decrease) in the estimated rental value would result in a higher (lower) fair value. The estimated rental value varies depending on the property types, which include retail, office, and industrial properties. The estimated rental value (in dollars, per square foot, per annum) ranges from $12.00 to $76.00 for retail and office properties and from $3.00 to $21.50 for industrial properties.

● Rental growth rate: The rental growth rate is typically estimated based on expected market behaviour, which is influenced by the type of property and geographic region of the property. An increase (decrease) in the rental growth rate would result in a higher (lower) fair value. The rental growth rate (per annum) ranges from 0.00% to 3.00%, however the one- to two-year short-term rent curve is either below or above this range for select properties.

● Long-term vacancy rate: The long-term vacancy rate is typically estimated based on expected market behaviour, which is influenced by the type of property and geographic region of the property. An increase (decrease) in the long-term vacancy rate would result in a lower (higher) fair value. The long-term vacancy rate ranges from 2.00% to 10.00%.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 139

● Discount rate: The discount rate is derived from market activity across various property types and geographic regions and is a reflection of the expected rate of return to be realized on the investment over the next 10 years. An increase (decrease) in the discount rate would result in a lower (higher) fair value. The discount rate ranges from 4.75% to 9.50%.

● Terminal capitalization rate: The terminal capitalization rate is derived from market activity across various property types and geographic regions and is a reflection of the expected rate of return to be realized on the investment over the remainder of its life after the 10-year period. An increase (decrease) in the terminal capitalization rate would result in a lower (higher) fair value. The terminal capitalization rate ranges from 4.00% to 7.75%.

Changes in the estimated rental value are positively correlated with changes in the rental growth rate. Changes in the estimated rental value are negatively correlated with changes in the long-term vacancy rate, the discount rate, and the terminal capitalization rate.

Our Debt securities categorized in Level 3, which are included in Debt securities - FVTPL and Debt securities - AFS in the Level 3 roll forward table, consist primarily of corporate bonds. The fair value of these corporate bonds is generally determined using broker quotes that cannot be corroborated with observable market transactions. Significant unobservable inputs for these corporate bonds would include issuer spreads, which are comprised of credit, liquidity, and other security-specific features of the bonds. An increase (decrease) in these issuer spreads would result in a lower (higher) fair value. Due to the unobservable nature of these broker quotes, we do not assess whether applying reasonably possible alternative assumptions would have an impact on the fair value of the Level 3 corporate bonds. The majority of our debt securities categorized in Level 3 are FVTPL assets supporting insurance contract liabilities. Changes in the fair value of these assets supporting insurance contract liabilities are largely offset by changes in the corresponding insurance contract liabilities under CALM. As a result, though using reasonably possible alternative assumptions may have an impact on the fair value of the Level 3 debt securities, it would not have a significant impact on our Consolidated Financial Statements.

The Other invested assets categorized in Level 3, which are included in Other invested assets - FVTPL and Other invested assets - AFS in the Level 3 roll forward table, consists primarily of limited partnership investments. The fair value of our limited partnership investments is based on net asset value (“NAV”) provided by management of the limited partnership investments. Based on the unobservable nature of these NAVs, we do not assess whether applying reasonably possible alternative assumptions would have an impact on the fair value of the Level 3 limited partnership investments.

Valuation Process for Level 3 Assets

Our assets categorized in Level 3 of the fair value hierarchy are primarily Investment properties, Debt securities and limited partnership investments included in Other invested assets. Our valuation processes for these assets are as follows:

The fair value of investment properties are based on the results of appraisals performed annually and reviewed quarterly for material changes. The valuation methodology used to determine the fair value is in accordance with the standards of the Appraisal Institute of Canada, the U.S., and the UK. Investment properties are appraised externally at least once every three years. Investment properties not appraised externally in a given year are reviewed by qualified appraisers. A management committee, including investment professionals, reviews the fair value of investment properties for overall reasonability.

The fair value of Debt securities is generally obtained by external pricing services. We obtain an understanding of inputs and valuation methods used by external pricing services. When fair value cannot be obtained from external pricing services, broker quotes, or internal models subject to detailed review and validation processes are used. The fair value of debt securities is subject to price validation and review procedures to ensure overall reasonability.

The fair value of limited partnership investments, included in Other invested assets, is based on NAV. The financial statements used in calculating the NAV are generally audited annually. We review the NAV of the limited partnership investments and perform analytical and other procedures to ensure the fair value is reasonable.

140 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

5.B Interest and Other Investment Income

Interest and other investment income presented in our Consolidated Statements of Operations consist of the following:

For the years ended December 31,	2021			2020
Interest income:
Cash, cash equivalents and short-term securities	$	25		$	71
Debt securities - fair value through profit or loss		2,429			2,485
Debt securities - available-for-sale		256			317
Mortgages and loans		2,117			2,189
Derivative investments		107			46
Policy loans		160			188
Total interest income		5,094			5,296
Equity securities - dividends on fair value through profit or loss		209			165
Equity securities - dividends on available-for-sale		5			4
Investment properties rental income(1)		543			551
Investment properties expenses		(235	)		(243	)
Other income		922			(154	)
Investment expenses and taxes		(266	)		(212	)
Total interest and other investment income	$	6,272		$	5,407

⁽¹⁾ Includes operating lease rental income from investment properties.

5.C Fair Value and Foreign Currency Changes on Assets and Liabilities

Fair value and foreign currency changes on assets and liabilities presented in our Consolidated Statements of Operations consist of the following:

For the years ended December 31,	2021			2020
Fair value change:
Cash, cash equivalents and short-term securities	$	(3	)	$	(10	)
Debt securities		(3,892	)		5,209
Equity securities		825			357
Derivative investments		191			1,306
Other invested assets		444			(3	)
Other liabilities - obligations for securities borrowing		(2	)		—
Total change in fair value through profit or loss assets and liabilities		(2,437	)		6,859
Fair value changes on investment properties		1,070			19
Foreign exchange gains (losses)(1)		(418	)		(18	)
Fair value and foreign currency changes on assets and liabilities	$	(1,785	)	$	6,860

⁽¹⁾ Primarily arises from the translation of foreign currency denominated AFS monetary assets and mortgage and loans. Any offsetting amounts arising from foreign currency derivatives are included in the fair value change on derivative investments.

5.D Cash, Cash Equivalents and Short-Term Securities

Cash, cash equivalents and short-term securities presented in our Consolidated Statements of Financial Position and Net cash, cash equivalents and short-term securities presented in our Consolidated Statements of Cash Flows consist of the following:

As at December 31,	2021		2020
Cash	$	2,297	$	2,498
Cash equivalents		5,529		8,156
Short-term securities		4,452		2,873
Cash, cash equivalents and short-term securities		12,278		13,527
Less: Bank overdraft, recorded in Other liabilities		133		6
Net cash, cash equivalents and short-term securities	$	12,145	$	13,521

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 141

5.E Derivative Financial Instruments and Hedging Activities

The fair values of derivative financial instruments by major class of derivatives are as follows:

As at December 31,	2021					2020
	Fair value					Fair value
	Assets		Liabilities			Assets		Liabilities
Interest rate contracts	$	942	$	(366	)	$	1,409	$	(340	)
Foreign exchange contracts		527		(1,018	)		659		(1,382	)
Other contracts		114		(8	)		92		(22	)
Total derivatives	$	1,583	$	(1,392	)	$	2,160	$	(1,744	)

The following table presents the fair values of derivative assets and liabilities categorized by type of hedge for accounting purposes and derivative investments:

As at December 31,	2021							2020
	Total notional amount		Fair value					Total notional amount		Fair value
			Assets		Liabilities					Assets		Liabilities
Derivative investments(1)		$      64,761	$	1,536	$	(1,390	)		$      61,680	$	2,140	$	(1,722	)
Fair value hedges		414		1		(2	)		278		5		(2	)
Cash flow hedges		791		46		—			834		15		(20	)
Total derivatives		$      65,966	$	1,583	$	(1,392	)		$      62,792	$	2,160	$	(1,744	)

⁽¹⁾ Derivative investments are derivatives that have not been designated as hedges for accounting purposes.

We did not have any net investment hedges in 2021 or 2020.

Hedge ineffectiveness recognized in Interest and other investment income consists of the following:

For the years ended December 31,	2021			2020
Gains (losses) on the hedged items attributable to the hedged risk	$	(6	)	$	(209	)
Gains (losses) on the hedging derivatives		8			207
Net ineffectiveness on fair value hedges	$	2		$	(2	)

For cash flow hedges, we had hedge ineffectiveness of $2 in 2021 ($1 in 2020). We expect to reclassify a gain of $7 ($6 in 2020) from accumulated OCI to net income within the next 12 months that relates to cash flow hedges of anticipated award payments under certain share-based payment plans that are expected to occur in 2022, 2023 and 2024 and cash flow hedges which hedge against foreign exchange exposure. The reclassification of accumulated OCI to income relating to these foreign currency forwards occurs upon disposal or impairment of the foreign operation.

5.F Transfers of Financial Assets

We enter into transactions, including mortgage securitization, repurchase agreements and securities lending, where we transfer financial assets while retaining the risks and rewards of ownership of the assets. These transferred financial assets are not derecognized and remain on our Consolidated Statements of Financial Position. The carrying value of the transferred assets and the associated liabilities are described in the sections below.

5.F.i Mortgage Securitization

We securitize certain insured fixed-rate commercial mortgages through the creation of mortgage-backed securities under the National Housing Act Mortgage-Backed Securities (“NHA MBS”) Program sponsored by the Canada Mortgage and Housing Corporation (“CMHC”). The NHA MBS are then sold to Canada Housing Trust, a government-sponsored security trust that issues securities to third-party investors under the Canadian Mortgage Bond (“CMB”) program. The securitization of these assets does not qualify for derecognition as we have not transferred substantially all of the risks and rewards of ownership. Specifically, we continue to be exposed to pre-payment and interest rate risk associated with these assets. There are no expected credit losses on the securitized mortgages, as the mortgages were already insured by the CMHC prior to securitization. These assets continue to be recognized as Mortgages and loans in our Consolidated Statements of Financial Position. Proceeds from securitization transactions are recognized as secured borrowings and included in Other liabilities in our Consolidated Statements of Financial Position.

Receipts of principal on the securitized mortgages are deposited into a principal reinvestment account (“PRA”) to meet our repayment obligation upon maturity under the CMB program. The assets in the PRA are typically comprised of cash and cash equivalents and certain asset-backed securities. We are exposed to reinvestment risk due to the amortizing nature of the securitized mortgages relative to our repayment obligation for the full principal amount due at maturity. We mitigate this reinvestment risk using interest rate swaps.

The carrying value and fair value of the securitized mortgages as at December 31, 2021 are $1,856 and $1,882, respectively ($1,781 and $1,873, respectively, as at December 31, 2020). The carrying value and fair value of the associated liabilities as at December 31, 2021 are $2,007 and $2,043, respectively ($1,912 and $2,032, respectively, as at December 31, 2020). The carrying value of asset-backed securities in the PRA as at December 31, 2021 is $164 ($145 as at December 31, 2020). There are $4 cash and cash equivalents in the PRA as at December 31, 2021 ($nil as at December 31, 2020.

142 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

The fair value of the secured borrowings from mortgage securitization is based on the methodologies and assumptions for asset-backed securities described in Note 5A.ii. The fair value of these liabilities is categorized in Level 2 of the fair value hierarchy as at December 31, 2021 and 2020.

5.F.ii Repurchase Agreements

We enter into repurchase agreements for operational funding and liquidity purposes. Repurchase agreements have maturities ranging from 5 to 365 days, averaging 105 days, and bear interest at an average rate of 0.35% as at December 31, 2021 (0.37% as at December 31, 2020). The carrying values of the transferred assets and the obligations related to their repurchase, which approximate their fair values, are $2,324 as at December 31, 2021 ($2,208 as at December 31, 2020). These liabilities are categorized in Level 2 of the fair value hierarchy. Collateral primarily consists of cash and cash equivalents as well as government guaranteed securities. Details on the collateral pledged are included in Note 6.A.ii.

5.F.iii Securities Lending

The Company engages in securities lending to generate additional income. Certain securities from its portfolio are lent to other institutions for short periods. Collateral exceeding the fair value of the securities lent is deposited by the borrower with a lending agent, usually a securities custodian, and maintained by the lending agent until the underlying security has been returned to us. The fair value of the securities lent is monitored on a daily basis with additional collateral obtained or refunded as the fair values fluctuate. Collateral primarily consists of Canadian federal and provincial government securities and cash and cash equivalents. Certain arrangements allow us to invest the cash collateral received for the securities lent. The carrying values of the securities lent approximate their fair values. The carrying values of the securities lent and the related collateral held are $2,257 and $2,372, respectively, as at December 31, 2021 ($1,974 and $2,063, respectively, as at December 31, 2020). Of the collateral held, we held cash collateral of $51 as at December 31, 2021 ($306 as at December 31, 2020), which is recognized on our Consolidated Statements of Financial Position.

 6. Financial Instrument Risk Management

The significant risks related to financial instruments are credit risk, market risk (including equity risk, interest rate and spread risk, and foreign currency risk) and liquidity risk. The following sections describe how we manage these risks.

Some of our financial instruments risk management policies and procedures are described in our Annual Management’s Discussion and Analysis (“MD&A”) for the year ended December 31, 2021. The shaded text and tables in the Risk Management section of the MD&A represent part of our disclosures on credit, market and liquidity risks and include a description of how we measure our risk and our objectives, policies and methodologies for managing these risks. Therefore, the shaded text and tables in our MD&A are an integral part of these Consolidated Financial Statements.

We use derivative instruments to manage market risks related to equity market, interest rate and currency fluctuations and in replication strategies for permissible investments. We do not engage in speculative investment in derivatives. The gap in market sensitivities or exposures between liabilities and supporting assets is monitored and managed within defined tolerance limits, by using derivative instruments, where appropriate. We use models and techniques to measure the effectiveness of our risk management strategies.

6.A Credit Risk

Risk Description

Credit risk is the possibility of loss from amounts owed by our borrowers or financial counterparties. We are subject to credit risk in connection with issuers of securities held in our investment portfolio, debtors, structured securities, reinsurers, counterparties (including derivative, repurchase agreement and securities lending counterparties), other financial institutions and other entities. Losses may occur when a counterparty fails to make timely payments pursuant to the terms of the underlying contractual arrangement or when the counterparty’s credit rating or risk profile otherwise deteriorates. Credit risk can also arise in connection with deterioration in the value of, or ability to realize, any underlying security that may be used as collateral for the debt obligation. Credit risk can occur as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Events that result in defaults, impairments or downgrades of the securities in our investment portfolio would cause the Company to record realized or unrealized losses and may cause an increase in our provisions for asset default, adversely impacting earnings.

Credit Risk Management Governance and Control

We employ a wide range of credit risk management practices and controls, as outlined below:

● Credit risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Risk Committee.

● Risk appetite limits have been established for credit risk.

● Income and regulatory capital sensitivities are monitored, managed and reported against pre-established risk limits.

● Comprehensive Investment and Credit Risk Management Policy, guidelines and practices are in place.

● Specific investment diversification requirements are in place, such as defined investment limits for asset class, geography, and industry.

● Risk-based credit portfolio, counterparty, and sector exposure limits have been established.

● Mandatory use of credit quality ratings for portfolio investments has been established and is reviewed regularly. These internal rating decisions for new fixed income investments and ongoing review of existing rating decisions are independently adjudicated by Corporate Risk Management.

● Comprehensive due diligence processes and ongoing credit analyses are conducted.

● Regulatory solvency requirements include risk-based capital requirements and are monitored regularly.

● Comprehensive compliance monitoring practices and procedures including reporting against pre-established investment limits are in place.

● Reinsurance exposures are monitored to ensure that no single reinsurer represents an undue level of credit risk.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 143

● Stress-testing techniques, such as Financial Condition Testing (“FCT”), are used to measure the effects of large and sustained adverse credit developments.

● Insurance contract liabilities are established in accordance with Canadian actuarial standards of practice.

● Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

6.A.i Maximum Exposure to Credit Risk

Our maximum credit exposure related to financial instruments as at December 31 is the balance as presented in our Consolidated Statements of Financial Position as we believe that these carrying amounts best represent the maximum exposure to credit risk. The credit exposure for debt securities may be increased to the extent that the amounts recovered from default are insufficient to satisfy the actuarial liability cash flows that the assets are intended to support.

The positive fair value of derivative assets is used to determine the credit risk exposure if the counterparties were to default. The credit risk exposure is the cost of replacing, at current market rates, all derivative contracts with a positive fair value. Additionally, we have credit exposure to items not on the Consolidated Statements of Financial Position as follows:

As at December 31,	2021		2020
Off-balance sheet item:
Loan commitments(1)	$	2,402	$	1,890

⁽¹⁾ Loan commitments include commitments to extend credit under commercial and multi-family residential mortgages and private debt securities not quoted in an active market. Commitments on debt securities contain provisions that allow for withdrawal of the commitment if there is deterioration in the credit quality of the borrower.

6.A.ii Right of Offset and Collateral

We invest in financial assets which may be secured by real estate properties, pools of financial assets, third-party financial guarantees, credit insurance, and other arrangements.

For OTC derivatives, collateral is collected from and pledged to counterparties to manage credit exposure according to the Credit Support Annex (“CSA”), which forms part of the International Swaps and Derivatives Association’s (“ISDA”) master agreements. It is common practice to execute a CSA in conjunction with an ISDA master agreement. Under the ISDA master agreements for OTC derivatives, we have a right of offset in the event of default, insolvency, bankruptcy, or other early termination. In the ordinary course of business, bilateral OTC exposures under these agreements are substantially mitigated through associated collateral agreements with a majority of our counterparties.

For exchange-traded derivatives subject to derivative clearing agreements with the exchanges and clearinghouses, there is no provision for set-off at default. Initial margin is excluded from the table below as it would become part of a pooled settlement process.

For repurchase agreements and reverse repurchase agreements, assets are sold or purchased with a commitment to resell or repurchase at a future date. Additional collateral may be pledged to or collected from counterparties to manage credit exposure according to bilateral repurchase or reverse repurchase agreements. In the event of default by a counterparty, we are entitled to liquidate the assets we hold as collateral to offset against obligations to the same counterparty.

In the case of securities lending or borrowing, assets are lent or borrowed with a commitment from or to the counterparty to return at a future date. For securities lending, cash or securities are received as collateral from the counterparty; for securities borrowing, debt securities are pledged as collateral to the counterparty. In the event of default by the counterparty, we are entitled to liquidate the assets we hold as collateral to offset against obligations to the same counterparty.

144 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

We do not offset financial instruments in our Consolidated Statements of Financial Position, as our rights of offset are conditional. The following tables present the effect of conditional netting and similar arrangements. Similar arrangements include global master repurchase agreements, security lending agreements, and any related rights to financial collateral.

As at December 31,				2021												2020
	Financial instruments presented in the Consolidated Statements of Financial Position(1)			Related amounts not set off in the Consolidated Statements of Financial Position									Financial instruments presented in the Consolidated Statements of Financial Position(1)			Related amounts not set off in the Consolidated Statements of Financial Position
				Financial instruments subject to master netting or similar agreements			Financial collateral (received) pledged(2)			Net amount						Financial instruments subject to master netting or similar agreements			Financial collateral (received) pledged(2)			Net amount
Financial assets:
Derivative assets (Note 6.A.v)	$	1,583		$	(828	)	$	(558	)	$	197		$	2,160		$	(883	)	$	(1,139	)	$	138
Reverse repurchase agreements (Note 8)		—			—			—			—			4			(4	)		—			—
Total financial assets	$	1,583		$	(828	)	$	(558	)	$	197		$	2,164		$	(887	)	$	(1,139	)	$	138
Financial liabilities:
Derivative liabilities	$	(1,392	)	$	828		$	550		$	(14	)	$	(1,744	)	$	883		$	736		$	(125	)
Repurchase agreements (Note 5.F.ii)		(2,324	)		—			2,324			—			(2,208	)		4			2,204			—
Cash collateral on securities lent (Note 5.F.iii)		(51	)		—			48			(3	)		(306	)		—			301			(5	)
Obligations for securities borrowing		(51	)		—			51			—			—			—			—			—
Total financial liabilities	$	(3,818	)	$	828		$	2,973		$	(17	)	$	(4,258	)	$	887		$	3,241		$	(130	)

⁽¹⁾ Net amounts of the financial instruments presented in our Consolidated Statements of Financial Position are the same as our gross recognized financial instruments, as we do not offset financial instruments in our Consolidated Statements of Financial Position.

⁽²⁾ Financial collateral excludes overcollateralization and, for exchange-traded derivatives, initial margin. Total financial collateral, including initial margin and overcollateralization, received on derivative assets was $678 ($1,275 as at December 31, 2020), received on reverse repurchase agreements was $nil ($4 as at December 31, 2020), pledged on derivative liabilities was $1,616 ($1,830 as at December 31, 2020), and pledged on repurchase agreements was $2,324 ($2,208 as at December 31, 2020).

6.A.iii Concentration Risk

Concentrations of credit risk arise from exposures to a single debtor, a group of related debtors, or groups of debtors that have similar credit risk characteristics, such as groups of debtors in the same economic or geographic regions or in similar industries. Related issuers may have similar economic characteristics so that their ability to meet contractual obligations may be impacted similarly by changes in the economic or political conditions. We manage this risk by appropriately diversifying our investment portfolio through the use of concentration limits. In particular, we maintain policies which set counterparty exposure limits to manage the credit exposure for investments in any single issuer or to the same underlying credit. Exceptions exist for investments in securities which are issued or guaranteed by the Government of Canada, U.S. or UK and issuers for which the Risk Committee have granted specific approval. Mortgages are collateralized by the related property, and generally do not exceed 75% of the value of the property at the time the original loan is made. Our mortgages and loans are diversified by type and location and, for mortgages, by borrower. Loans provide diversification benefits (name, industry and geography) and often provide stronger covenants and collateral than public debt securities, thereby providing both better credit protection and potentially higher recoveries in the event of default. The following tables provide details of the debt securities, mortgages and loans held by issuer country, geographic location and industry sector, where applicable.

The carrying value of debt securities by geographic location is shown in the following table. The geographic location is based on the country of the creditor’s parent.

As at December 31,			2021						2020
	Fair value through profit or loss		Available- for-sale		Total debt securities		Fair value through profit or loss		Available- for-sale		Total debt securities
Canada		$      33,028	$	5,135	$	38,163		$    34,005	$	4,685	$	38,690
United States		26,678		4,552		31,230		27,183		3,984		31,167
United Kingdom		4,196		562		4,758		4,592		487		5,079
Other		12,096		2,480		14,576		12,054		2,099		14,153
Total debt securities		$      75,998	$	12,729	$	88,727		$    77,834	$	11,255	$	89,089

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 145

The carrying value of debt securities by issuer and industry sector is shown in the following table:

As at December 31,	2021						2020
	Fair value through profit or loss		Available- for-sale		Total debt securities		Fair value through profit or loss		Available- for-sale		Total debt securities
Debt securities issued or guaranteed by:
Canadian federal government	$	4,798	$	2,303	$	7,101	$	4,560	$	1,929	$	6,489
Canadian provincial and municipal government		15,930		1,149		17,079		16,909		1,333		18,242
U.S. government and agency		1,642		771		2,413		1,678		797		2,475
Other foreign government		4,754		757		5,511		5,281		823		6,104
Total government issued or guaranteed debt securities		27,124		4,980		32,104		28,428		4,882		33,310
Corporate debt securities by industry sector:
Financials		10,258		1,690		11,948		10,644		1,212		11,856
Utilities		7,414		778		8,192		7,561		682		8,243
Industrials		5,791		805		6,596		5,659		567		6,226
Energy		3,992		287		4,279		4,452		350		4,802
Communication services		3,534		352		3,886		3,644		322		3,966
Real estate		2,334		354		2,688		2,438		329		2,767
Health care		2,081		346		2,427		1,986		186		2,172
Consumer staples		2,047		231		2,278		1,893		158		2,051
Consumer discretionary		1,814		306		2,120		1,606		165		1,771
Information technology		1,426		209		1,635		1,308		187		1,495
Materials		1,361		156		1,517		1,473		152		1,625
Total corporate debt securities		42,052		5,514		47,566		42,664		4,310		46,974
Asset-backed securities		6,822		2,235		9,057		6,742		2,063		8,805
Total debt securities	$	75,998	$	12,729	$	88,727	$	77,834	$	11,255	$	89,089

The carrying value of mortgages and loans by geographic location and type is shown in the following tables. The geographic location for mortgages is based on location of property, while for corporate loans it is based on the country of the creditor’s parent.

As at December 31, 2021	Canada		United States		United Kingdom		Other		Total
Mortgages:
Retail	$	1,765	$	1,623	$	—	$	—	$	3,388
Office		1,892		1,639		—		—		3,531
Multi-family residential		4,138		1,589		—		—		5,727
Industrial and land		1,094		941		—		—		2,035
Other		680		115		9		—		804
Total mortgages(1)	$	9,569	$	5,907	$	9	$	—	$	15,485
Loans	$	12,885	$	14,596	$	4,111	$	4,615	$	36,207
Total mortgages and loans	$	22,454	$	20,503	$	4,120	$	4,615	$	51,692
(1)  $4,218 of mortgages in Canada are insured by the CMHC.
As at December 31, 2020	Canada		United States		United Kingdom		Other		Total
Mortgages:
Retail	$	1,963	$	1,747	$	—	$	—	$	3,710
Office		1,635		1,846		—		—		3,481
Multi-family residential		3,950		1,681		—		—		5,631
Industrial and land		996		949		—		—		1,945
Other		575		86		—		—		661
Total mortgages(1)	$	9,119	$	6,309	$	—	$	—	$	15,428
Loans	$	13,107	$	13,773	$	3,798	$	3,840	$	34,518
Total mortgages and loans	$	22,226	$	20,082	$	3,798	$	3,840	$	49,946

⁽¹⁾ $4,008 of mortgages in Canada are insured by the CMHC.

146 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

6.A.iv Contractual Maturities

The contractual maturities of debt securities are shown in the following table. Actual maturities could differ from contractual maturities because of the borrower’s right to call or extend or right to prepay obligations, with or without prepayment penalties.

As at December 31,	2021						2020
	Fair value through profit or loss		Available- for-sale		Total debt securities		Fair value through profit or loss		Available- for-sale		Total debt securities
Due in 1 year or less	$	2,505	$	1,373	$	3,878	$	3,048	$	721	$	3,769
Due in years 2-5		10,475		4,971		15,446		10,526		3,549		14,075
Due in years 6-10		11,328		3,350		14,678		10,459		3,540		13,999
Due after 10 years		51,690		3,035		54,725		53,801		3,445		57,246
Total debt securities	$	75,998	$	12,729	$	88,727	$	77,834	$	11,255	$	89,089

The carrying value of mortgages by scheduled maturity, before allowances for losses, is as follows:

As at December 31,	2021		2020
Due in 1 year or less	$	884	$	1,230
Due in years 2-5		6,172		5,465
Due in years 6-10		5,979		5,884
Due after 10 years		2,530		2,915
Total mortgages	$	15,565	$	15,494

The carrying value of loans by scheduled maturity, before allowances for losses, is as follows:

As at December 31,	2021		2020
Due in 1 year or less	$	1,772	$	2,192
Due in years 2-5		7,108		6,954
Due in years 6-10		7,393		6,670
Due after 10 years		19,986		18,751
Total loans	$	36,259	$	34,567

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 147

Notional amounts of derivative financial instruments are the basis for calculating payments and are generally not the actual amounts exchanged.

The following table provides the notional amounts of derivative instruments outstanding by type of derivative and term to maturity:

As at December 31,	2021												2020
	Term to maturity												Term to maturity
	Under 1 Year			1 to 5 Years			Over 5 Years			Total			Under 1 Year			1 to 5 Years			Over 5 Years			Total
Over-the-counter contracts:
Interest rate contracts:
Forward contracts	$	94		$	6		$	—		$	100		$	—		$	6		$	—		$	6
Swap contracts		1,273			3,434			13,042			17,749			1,010			3,363			13,302			17,675
Options purchased		878			3,297			1,674			5,849			757			3,246			2,285			6,288
Options written(1)		—			461			—			461			—			465			—			465
Foreign exchange contracts:
Forward contracts		10,824			3,097			—			13,921			12,205			31			—			12,236
Swap contracts		725			2,654			16,494			19,873			1,260			2,797			14,467			18,524
Other contracts:
Options purchased		271			8			—			279			119			8			—			127
Forward contracts		154			163			—			317			132			175			—			307
Swap contracts		446			—			—			446			170			1			—			171
Credit derivatives		322			513			—			835			175			737			—			912
Exchange-traded contracts:
Interest rate contracts:
Futures contracts		3,818			—			—			3,818			3,389			—			—			3,389
Equity contracts:
Futures contracts		2,105			—			—			2,105			2,553			—			—			2,553
Options purchased		213			—			—			213			127			—			—			127
Options written		—			—			—			—			12			—			—			12
Total notional amount	$	21,123		$	13,633		$	31,210		$	65,966		$	21,909		$	10,829		$	30,054		$	62,792
(1) These are covered short derivative positions that may include interest rate options, swaptions, or floors. The following table provides the fair value of derivative instruments outstanding by term to maturity:
As at December 31,	2021												2020
	Term to maturity												Term to maturity
	Under 1 Year			1 to 5 Years			Over 5 Years			Total			Under 1 Year			1 to 5 Years			Over 5 Years			Total
Derivative assets	$	139		$	249		$	1,195		$	1,583		$	329		$	223		$	1,608		$	2,160
Derivative liabilities	$	(97	)	$	(184	)	$	(1,111	)	$	(1,392	)	$	(215	)	$	(245	)	$	(1,284	)	$	(1,744	)

148 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

6.A.v Asset Quality

The following sections describe our assessment of the credit quality of our financial assets. We monitor credit quality based on internal risk ratings as well as ratings assigned by external rating agencies where available.

Debt Securities by Credit Rating

Investment grade debt securities are those rated BBB and above. Our debt security portfolio was 99% investment grade based on carrying value as at December 31, 2021 (98% as at December 31, 2020). The credit risk ratings were established in accordance with the internal rating process described in the Credit Risk Management Governance and Control section.

The following table summarizes our debt securities by credit quality:

As at December 31,			2021						2020
	Fair value     through     profit or loss		Available-     for-sale		Total debt     securities		Fair value     through     profit or loss		Available-     for-sale		Total debt securities
Debt securities by credit rating:
AAA	$	12,811	$	5,294	$	18,105	$	12,794	$	4,810	$	17,604
AA		11,510		1,502		13,012		11,870		1,586		13,456
A		29,984		3,282		33,266		30,812		2,600		33,412
BBB		20,710		2,484		23,194		21,203		2,091		23,294
BB and lower		983		167		1,150		1,155		168		1,323
Total debt securities	$	75,998	$	12,729	$	88,727	$	77,834	$	11,255	$	89,089

Mortgages and Loans by Credit Rating

The credit quality of mortgages and loans is evaluated internally through regular monitoring of credit-related exposures. We use judgment and experience to determine what factors should be considered when assigning an internal credit rating, which is validated through the use of credit scoring models, to a particular mortgage or corporate loan. The internal credit ratings reflect the credit quality of the borrower as well as the value of any collateral held as security.

The following tables summarize our mortgages and loans by credit quality indicator:

As at December 31,	2021		2020
Mortgages by credit rating:
Insured	$	4,218	$	4,008
AA		1,640		1,435
A		4,979		4,031
BBB		3,814		4,524
BB and lower		822		1,404
Impaired		12		26
Total mortgages	$	15,485	$	15,428
As at December 31,	2021		2020
Loans by credit rating:
AAA	$	192	$	212
AA		4,994		4,906
A		14,231		13,183
BBB		14,632		13,758
BB and lower		2,139		2,427
Impaired		19		32
Total loans	$	36,207	$	34,518

Derivative Financial Instruments by Counterparty Credit Rating

Derivative instruments consist of bilateral OTC contracts negotiated directly between counterparties, OTC contracts cleared through central clearing houses or exchange-traded contracts. Since a counterparty failure in an OTC derivative transaction could render it ineffective for hedging purposes, we generally transact our derivative contracts with highly-rated counterparties. In limited circumstances, we enter into transactions with lower-rated counterparties if credit enhancement features are included.

We pledge and hold assets as collateral under CSAs for bilateral OTC derivative contracts. The collateral is realized in the event of early termination as defined in the agreements. The assets held and pledged are primarily cash and debt securities issued by the Canadian federal government and U.S. government and agencies. While we are generally permitted to sell or re-pledge the assets held as collateral, we have not sold or re-pledged any assets. Exchange-traded and cleared OTC derivatives require the posting of initial margin, as well as daily cash settlement of variation margin. The terms and conditions related to the use of the collateral are consistent with industry practice.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 149

Further details on collateral held and pledged as well as the impact of netting arrangements are included in Note 6.A.ii.

The following table shows the OTC derivative financial instruments with a positive fair value split by counterparty credit rating:

As at December 31,			2021							2020
	Gross positive replacement cost(2)		Impact of master netting agreements(3)			Net replacement cost(4)		Gross positive replacement cost(2)		Impact of master netting agreements(3)			Net replacement cost(4)
Over-the-counter contracts:
AA	$	402	$	(219	)	$	183	$	596	$	(293	)	$	303
A		1,080		(598	)		482		1,430		(575	)		855
BBB		74		(11	)		63		98		(15	)		83
Total over-the-counter derivatives(1)	$	1,556	$	(828	)	$	728	$	2,124	$	(883	)	$	1,241

⁽¹⁾ Exchange-traded derivatives with a positive fair value of $27 in 2021 ($36 in 2020) are excluded from the table above, as they are subject to daily margining requirements. Our credit exposure on these derivatives is with the exchanges and clearinghouses.

⁽²⁾ Used to determine the credit risk exposure if the counterparties were to default. The credit risk exposure is the cost of replacing, at current market rates, all contracts with a positive fair value.

⁽³⁾ The credit risk associated with derivative assets subject to master netting arrangements is reduced by derivative liabilities due to the same counterparty in the event of default or early termination. Our overall exposure to credit risk reduced through master netting arrangements may change substantially following the reporting date as the exposure is affected by each transaction subject to the arrangement.

⁽⁴⁾ Net replacement cost is positive replacement cost less the impact of master netting agreements.

Credit Default Swaps by Underlying Financial Instrument Credit Rating

Credit default swaps (“CDS”) are OTC contracts that transfer credit risk related to an underlying referenced financial instrument from one counterparty to another. The purchaser receives protection against the decline in the value of the referenced financial instrument as a result of specified credit events such as default or bankruptcy. The seller receives a periodic premium in return for payment contingent on a credit event affecting the referenced financial instrument. CDS index contracts are those where the underlying referenced financial instruments are a group of assets. The Company enters into credit derivatives to replicate credit exposure of an underlying reference security and enhance investment returns. The credit risk ratings of the underlying reference securities for single name contracts were established in accordance with the internal rating process described in the Credit Risk Management Governance and Control section.

The following table provides a summary of the credit default swap protection sold by credit rating of the underlying reference security:

As at December 31,	2021				2020
	Notional       amount		Fair       value		Notional       amount		Fair value
Single name credit default swap contracts:
AA	$	38	$	1	$	38	$	1
A		347		4		325		4
BBB		431		9		530		12
BB		19		—		19		—
Total single name credit default swap contracts	$	835	$	14	$	912	$	17
Total credit default swap contracts sold	$	835	$	14	$	912	$	17

Reinsurance Assets by Credit Rating

The table below presents the distribution of Reinsurance assets by credit rating:

As at December 31,	2021						2020
	Gross exposure		Collateral		Net exposure		Gross exposure			Collateral		Net exposure
Reinsurance assets by credit rating:
AA	$	2,170	$	—	$	2,170		$	2,222	$	8	$	2,214
A		928		28		900			1,156		73		1,083
BBB		139		117		22			213		127		86
BB		1,861		1,825		36			1,779		1,740		39
CCC		197		194		3			168		164		4
Not rated		136		131		5			90		75		15
Total	$	5,431	$	2,295	$	3,136		$	5,628	$	2,187	$	3,441
Less: Negative reinsurance assets		1,748							1,785
Total Reinsurance assets	$	3,683						$	3,843

150 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

6.A.vi Impairment of Assets

Management assesses debt and equity securities, mortgages and loans, and other invested assets for objective evidence of impairment at each reporting date. We employ a portfolio monitoring process to identify assets or groups of assets that have objective evidence of impairment, having experienced a loss event or events that have an impact on the estimated future cash flows of the asset or group of assets. There are inherent risks and uncertainties in our evaluation of assets or groups of assets for objective evidence of impairment, including both internal and external factors such as general economic conditions, issuers’ financial conditions and prospects for economic recovery, market interest rates, unforeseen events which affect one or more issuers or industry sectors, and portfolio management parameters, including asset mix, interest rate risk, portfolio diversification, duration matching, and greater than expected liquidity needs. All of these factors could impact our evaluation of an asset or group of assets for objective evidence of impairment.

Management exercises considerable judgment in assessing for objective evidence of impairment and, based on its assessment, classifies specific assets as either performing or into one of the following credit quality lists:

“Monitor List” - the timely collection of all contractually specified cash flows is reasonably assured, but changes in issuer-specific facts and circumstances require monitoring. No impairment charge is recorded for unrealized losses on assets related to these debtors.

“Watch List” - the timely collection of all contractually specified cash flows is reasonably assured, but changes in issuer-specific facts and circumstances require heightened monitoring. An asset is moved from the Monitor List to the Watch List when changes in issuer-specific facts and circumstances increase the possibility that a security may experience a loss event on an imminent basis. No impairment charge is recorded for unrealized losses on assets related to these debtors.

“Impaired List” - the timely collection of all contractually specified cash flows is no longer reasonably assured. For these investments that are classified as AFS or amortized cost, an impairment charge is recorded or the asset is sold and a realized loss is recorded as a charge to income. Impairment charges and realized losses are recorded on assets related to these debtors.

Our approach to determining whether there is objective evidence of impairment varies by asset type. However, we have a process to ensure that in all instances where a decision has been made to sell an asset at a loss, the asset is impaired.

Debt Securities

Objective evidence of impairment on debt securities involves an assessment of the issuer’s ability to meet current and future contractual interest and principal payments. In determining whether debt securities have objective evidence of impairment, we employ a screening process. The process identifies securities in an unrealized loss position, with particular attention paid to those securities whose fair value to amortized cost percentages have been less than 80% for an extended period of time. Discrete credit events, such as a ratings downgrade, are also used to identify securities that may have objective evidence of impairment. The securities identified are then evaluated based on issuer-specific facts and circumstances, including an evaluation of the issuer’s financial condition and prospects for economic recovery, evidence of difficulty being experienced by the issuer’s parent or affiliate, and management’s assessment of the outlook for the issuer’s industry sector.

Management also assesses previously impaired debt securities whose fair value has recovered to determine whether the recovery is objectively related to an event occurring subsequent to the impairment loss that has an impact on the estimated future cash flows of the asset.

Asset-backed securities are assessed for objective evidence of impairment. Specifically, we periodically update our best estimate of cash flows over the life of the security. In the event that there is an adverse change in the expected cash flows, the asset is impaired. Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third parties, along with assumptions and judgments about the future performance of the underlying collateral. Losses incurred on the respective mortgage-backed securities portfolios are based on loss models using assumptions about key systematic risks, such as unemployment rates and housing prices, and loan-specific information such as delinquency rates and loan-to-value ratios.

Equity Securities and Other Invested Assets

Objective evidence of impairment for equity securities and investments in limited partnerships, segregated funds, and mutual funds involves an assessment of the prospect of recovering the cost of our investment. Instruments in an unrealized loss position are reviewed to determine if objective evidence of impairment exists. Objective evidence of impairment for these instruments includes, but is not limited to, the financial condition and near-term prospects of the issuer, including information about significant changes with adverse effects that have taken place in the technological, market, economic, or legal environment in which the issuer operates, and a significant or prolonged decline in the fair value of the instruments below their cost.

We apply presumptive impairment tests to determine whether there has been a significant or prolonged decline in the fair value of an instrument below its cost, and unless extenuating circumstances exist, the instrument is considered to be impaired.

Mortgages and Loans

Objective evidence of impairment on mortgages and loans involves an assessment of the borrower’s ability to meet current and future contractual interest and principal payments. In determining whether objective evidence of impairment exists, we consider a number of factors including, but not limited to, the financial condition of the borrower and, for collateral dependent mortgages and loans, the fair value of the collateral.

Mortgages and loans causing concern are monitored closely and evaluated for objective evidence of impairment. For these mortgages and loans, we review information that is appropriate to the circumstances, including recent operating developments, strategy review, timelines for remediation, financial position of the borrower and, for collateral-dependent mortgages and loans, the value of security as well as occupancy and cash flow considerations.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 151

In addition to specific allowances, circumstances may warrant a collective allowance based on objective evidence of impairment for a group of mortgages and loans. We consider regional economic conditions, developments for various property types, and significant exposure to struggling tenants in determining whether there is objective evidence of impairment for certain collateral dependent mortgages and loans, even though it is not possible to identify specific mortgages and loans that are likely to become impaired on an individual basis.

Management also assesses previously impaired mortgages and loans to determine whether a recovery is objectively related to an event occurring subsequent to the impairment loss that has an impact on the estimated future cash flows of the asset.

Impairment of Fair Value Through Profit or Loss Assets

Since financial assets classified as FVTPL are carried at fair value with changes in fair value recorded to income, any reduction in value of the assets due to impairment is already reflected in income. However, the impairment of assets classified as FVTPL generally impacts the change in insurance contract liabilities due to the impact of asset impairment on estimates of future cash flows.

Impairment of Available-for-Sale Assets

We recognized net impairment losses on AFS assets of $11 for the year ended December 31, 2021 ($19 during 2020).

We did not reverse any impairment on AFS debt securities during 2021 and 2020.

Past Due and Impaired Mortgages and Loans

The distribution of mortgages and loans past due or impaired is shown in the following tables:

	Gross carrying value						Allowance for losses
As at December 31, 2021	Mortgages		Loans		Total		Mortgages		Loans		Total
Not past due	$	15,473	$	36,188	$	51,661	$	—	$	—	$	—
Impaired		92		71		163		80		52		132
Total	$	15,565	$	36,259	$	51,824	$	80	$	52	$	132
	Gross carrying value						Allowance for losses
As at December 31, 2020	Mortgages		Loans		Total		Mortgages		Loans		Total
Not past due	$	15,402	$	34,486	$	49,888	$	—	$	—	$	—
Impaired		92		81		173		66		49		115
Total	$	15,494	$	34,567	$	50,061	$	66	$	49	$	115

Changes in Allowances for Losses

The changes in the allowances for losses are as follows:

	Mortgages			Loans			Total
Balance, January 1, 2020	$	70		$	47		$	117
Provision for (reversal of) losses		6			17			23
Write-offs, net of recoveries, and other adjustments		(9	)		(15	)		(24	)
Foreign exchange rate movements		(1	)		—			(1	)
Balance, December 31, 2020	$	66		$	49		$	115
Provision for (reversal of) losses		15			5			20
Write-offs, net of recoveries, and other adjustments		—			(2	)		(2	)
Foreign exchange rate movements		(1	)		—			(1	)
Balance, December 31, 2021	$	80		$	52		$	132

6.B Market Risk

Risk Description

We are exposed to financial and capital market risk, which is defined as the risk that the fair value or future cash flows of an insurance contract or financial instrument will fluctuate because of changes or volatility in market prices. Market risk includes equity, interest rate and spread, real estate and foreign currency risks.

152 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Market Risk Management Governance and Control

We employ a wide range of market risk management practices and controls as outlined below:

● Market risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Risk Committee.

● Risk appetite limits have been established for equity, interest rate, real estate and foreign currency risks.

● Income and regulatory capital sensitivities are monitored, managed and reported against pre-established risk limits.

● Comprehensive asset-liability management and hedging policies, programs and practices are in place.

● Regulatory solvency requirements include risk-based capital requirements and are monitored regularly.

● Product Design and Pricing Policy requires a detailed risk assessment and pricing provisions for material risks.

● Stress-testing techniques, such as FCT, are used to measure the effects of large and sustained adverse market movements.

● Insurance contract liabilities are established in accordance with Canadian actuarial standards of practice.

● Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

Specific market risks and our risk management strategies are discussed below in further detail.

6.B.i Equity Risk

Equity risk is the potential for financial loss arising from declines or volatility in equity market prices. We are exposed to equity risk from a number of sources. A portion of our exposure to equity risk arises in connection with benefit guarantees on segregated fund products. These benefit guarantees may be triggered upon death, maturity, withdrawal or annuitization. The cost of providing these guarantees is uncertain and depends upon a number of factors, including general capital market conditions, our hedging strategies, policyholder behaviour and mortality experience, each of which may result in negative impacts on net income and capital.

We generate revenue in our asset management businesses and from certain insurance and annuity contracts where fees are levied on account balances that are affected directly by equity market levels. Accordingly, we have further exposure to equity risk as adverse fluctuations in the market value of such assets will result in corresponding adverse impacts on our revenue and net income. In addition, declining and volatile equity markets may have a negative impact on sales and redemptions (surrenders) in these businesses, and this may result in further adverse impacts on our net income and financial position.

We also have direct exposure to equity markets from the investments supporting other general account liabilities, surplus, and employee benefit plans. These exposures fall within our risk-taking philosophy and appetite, and are therefore generally not hedged.

The carrying value of equities by issuer country is shown in the following table:

As at December 31,	2021						2020
	Fair value through profit or loss		Available- for-sale		Total equities		Fair value through profit or loss		Available- for-sale		Total equities
Canada	$	3,301	$	62	$	3,363	$	3,064	$	15	$	3,079
United States		2,010		1,405		3,415		1,046		148		1,194
United Kingdom		186		6		192		163		6		169
Other		2,041		102		2,143		2,096		93		2,189
Total equities	$	7,538	$	1,575	$	9,113	$	6,369	$	262	$	6,631

6.B.ii Embedded Derivatives Risk

An embedded derivative is contained within a host insurance contract if it includes an identifiable condition to modify the cash flows that are otherwise payable. This section is applicable to those embedded derivatives where we are not required to, and have not measured (either separately or together with the host contract) the embedded derivative at fair value.

A significant market risk exposure from embedded derivatives arises in connection with the benefit guarantees on segregated fund contracts. These benefit guarantees are linked to underlying fund performance and may be triggered upon death, maturity, withdrawal, or annuitization. We have implemented hedging programs to mitigate a portion of this market risk exposure.

We are also exposed to significant interest rate risk or equity market risk from embedded derivatives in certain general account products and segregated fund contracts, which contain explicit or implicit investment guarantees in the form of minimum crediting rates, guaranteed premium rates, settlement options, and benefit guarantees. If investment returns fall below guaranteed levels, we may be required to increase liabilities or capital in respect of these contracts. The guarantees attached to these products may be applicable to both past premiums collected and future premiums not yet received. Segregated fund contracts provide benefit guarantees that are linked to underlying fund performance and may be triggered upon death, maturity, withdrawal, or annuitization. These products are included in our asset-liability management program and the residual interest rate exposure is managed within our risk appetite limits.

We are also exposed to interest rate risk through guaranteed annuitization options included primarily in retirement contracts and pension plans. These embedded options give policyholders the right to convert their investment into a pension on a guaranteed basis, thereby exposing us to declining long-term interest rates as the annuity guarantee rates come into effect. Embedded options on unit-linked pension contracts give policyholders the right to convert their fund at retirement into pensions on a guaranteed basis, thereby exposing us to declining interest rates and increasing equity market returns (increasing the size of the fund which is eligible for the guaranteed conversion basis). Guaranteed annuity options are included in our asset-liability management program and most of the interest rate and equity exposure is mitigated through hedging.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 153

Significant changes or volatility in interest rates or spreads could have a negative impact on sales of certain insurance and annuity products, and adversely impact the expected pattern of redemptions (surrenders) on existing policies. Increases in interest rates or widening spreads may increase the risk that policyholders will surrender their contracts, potentially forcing us to liquidate assets at a loss and accelerate recognition of certain acquisition expenses. While we have established hedging programs in place and our insurance and annuity products often contain surrender mitigation features, these may not be sufficient to fully offset the adverse impact of the underlying losses.

Certain annuity and long-term disability contracts contain embedded derivatives as benefits are linked to the Consumer Price Index; however most of this exposure is hedged through the Company’s ongoing asset-liability management program.

6.C Liquidity Risk

Risk Description

Liquidity risk is the possibility that we will not be able to fund all cash outflow commitments and collateral requirements as they fall due. This includes the risk of being forced to sell assets at depressed prices resulting in realized losses on sale. This risk also includes restrictions on our ability to efficiently allocate capital among our subsidiaries due to various market and regulatory constraints on the movement of funds. Our funding obligations arise in connection with the payment of policyholder benefits, expenses, reinsurance settlements, asset purchases, investment commitments, interest on debt, and dividends on common and preferred shares. Sources of available cash flow include general fund premiums and deposits, investment related inflows (such as maturities, principal repayments, investment income and proceeds of asset sales), proceeds generated from financing activities, and dividends and interest payments from subsidiaries. We have various financing transactions and derivative contracts under which we may be required to pledge collateral or to make payments to our counterparties for the decline in market value of specified assets. The amount of collateral or payments required may increase under certain circumstances (such as changes to interest rates, credit spreads, equity markets or foreign exchange rates), which could adversely affect our liquidity.

Liquidity Risk Management Governance and Control

We generally maintain a conservative liquidity position and employ a wide range of liquidity risk management practices and controls, which are described below:

● Liquidity risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Risk Committee.

● Liquidity is managed in accordance with our Asset Liability Management Policy and operating guidelines.

● Liquidity contingency plans are maintained for the management of liquidity in a liquidity event.

● Stress testing is performed by comparing liquidity coverage risk metrics under a one-month stress scenario to our policy thresholds. These liquidity coverage risk metrics are measured and managed at the enterprise and legal entity levels.

● Stress testing of our collateral is performed by comparing collateral coverage ratios to our policy thresholds.

● Cash Management and asset-liability management programs support our ability to maintain our financial position by ensuring that sufficient cash flow and liquid assets are available to cover potential funding requirements. We invest in various types of assets with a view of matching them to our liabilities of various durations.

● Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

● We actively manage and monitor our capital and asset levels, and the diversification and credit quality of our investments.

● Various credit facilities for general corporate purposes are maintained.

We are subject to various regulations in the jurisdictions in which we operate. The ability of SLF Inc.’s subsidiaries to pay dividends and transfer funds is regulated in certain jurisdictions and may require local regulatory approvals and the satisfaction of specific conditions in certain circumstances. Through effective cash management and capital planning, SLF Inc. ensures that its subsidiaries, as a whole and on a stand-alone basis, are properly funded and maintain adequate liquidity to meet obligations, both individually and in aggregate.

Based on our historical cash flows and liquidity management processes, we believe that the cash flows from our operating activities will continue to provide sufficient liquidity for us to satisfy debt service obligations and to pay other expenses as they fall due.

 7. Insurance Risk Management

7.A Insurance Risk

Risk Description

Insurance risk is the uncertainty of product performance due to actual experience emerging differently than expected in the areas of policyholder behaviour, mortality, morbidity and longevity. In addition, product design and pricing, expense and reinsurance risks impact multiple risk categories, including insurance risk.

Insurance Risk Management Governance and Control

We employ a wide range of insurance risk management practices and controls, as outlined below:

● Insurance risk governance practices are in place, including independent monitoring and review and reporting to senior management and the Risk Committee.

● Income and regulatory capital sensitivities are monitored, managed and reported against pre-established risk appetite limits for policyholder behaviour, mortality, morbidity and longevity risks.

● Comprehensive Insurance Risk Policy, guidelines and practices are in place.

● The global underwriting manual aligns underwriting practices with our corporate risk management standards and ensures a consistent approach in insurance underwriting.

● Board-approved maximum retention limits are in place. Amounts issued in excess of these limits are reinsured.

154 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

● Detailed procedures, including criteria for approval of risks and for claims adjudication are established and monitored for each business segment.

● Underwriting and risk selection standards and procedures are established and overseen by the corporate underwriting and claims risk management function.

● Diversification and risk pooling is managed by aggregation of exposures across product lines, geography and distribution channels.

● We use reinsurance to limit losses, minimize exposure to significant risks and to provide additional capacity for growth.

● The Insurance Risk Policy and Investment & Credit Risk Policy establish acceptance criteria and protocols to monitor the level of reinsurance ceded to any single reinsurer or group of reinsurers.

● Reinsurance counterparty risk is monitored, including annual reporting of reinsurance exposure to the Risk Committee.

● Concentration risk exposure is monitored on group policies in a single location to avoid a catastrophic event occurrence resulting in a significant impact.

● Various limits, restrictions and fee structures are introduced into plan designs in order to establish a more homogeneous policy risk profile and limit potential for anti-selection.

● Regulatory solvency requirements include risk-based capital requirements and are monitored regularly.

● The Product Design and Pricing Policy requires detailed risk assessment and pricing provision for material risks.

● Company specific and industry level experience studies and sources of earnings analysis are monitored and factored into valuation, renewal and new business pricing processes.

● Stress-testing techniques, such as FCT, are used to measure the effects of large and sustained adverse movements in insurance risk factors.

● Insurance contract liabilities are established in accordance with Canadian actuarial standards of practice.

● Internal capital targets are established at an enterprise level to cover all risks and are above minimum regulatory and supervisory levels. Actual capital levels are monitored to ensure they exceed internal targets.

Our Insurance Risk Policy sets maximum global retention limits and related management standards and practices that are applied to reduce our exposure to large claims. Amounts in excess of the Board-approved maximum retention limits are reinsured. On a single life or joint-first-to-die basis retention limit is $40 in Canada and US$40 outside of Canada. For survivorship life insurance, our maximum global retention limit is $50 in Canada and US$50 outside of Canada. In certain markets and jurisdictions, retention levels below the maximum are applied. Reinsurance is utilized for numerous products in most business segments, and placement is done on an automatic basis for defined insurance portfolios and on a facultative basis for individual risks with certain characteristics.

Our reinsurance coverage is well diversified and controls are in place to manage exposure to reinsurance counterparties. Reinsurance exposures are monitored to ensure that no single reinsurer represents an undue level of credit risk. This includes performing periodic due diligence on our reinsurance counterparties as well as internal credit assessments on counterparties with which we have material exposure. While reinsurance arrangements provide for the recovery of claims arising from the liabilities ceded, we retain primary responsibility to the policyholders.

Specific insurance risks and our risk management strategies are discussed below in further detail. The sensitivities provided below reflect the impact of any applicable ceded reinsurance arrangements.

7.A.i Policyholder Behaviour Risk

Risk Description

We can incur losses due to adverse policyholder behaviour relative to the assumptions used in the pricing and valuation of products with regard to lapse of policies or exercise of other embedded policy options.

Uncertainty in policyholder behaviour can arise from several sources including unexpected events in the policyholder’s life circumstances, the general level of economic activity (whether higher or lower than expected), changes in the financial and capital markets, changes in pricing and availability of current products, the introduction of new products, changes in underwriting technology and standards, as well as changes in our financial strength or reputation. Uncertainty in future cash flows affected by policyholder behaviour can be further exacerbated by irrational behaviour during times of economic turbulence or at key option exercise points in the life of an insurance contract.

For individual life insurance products where fewer terminations would be financially adverse to us, shareholders’ net income and equity would be decreased by about $270 ($295 in 2020) if the termination rate assumption were reduced by 10%. For products where more terminations would be financially adverse to us, shareholders’ net income and equity would be decreased by about $225 ($200 in 2020) if the termination rate assumption were increased by 10%. These sensitivities reflect the impact of any applicable ceded reinsurance arrangements.

Policyholder Behaviour Risk Management Governance and Control

Various types of provisions are built into many of our products to reduce the impact of uncertain policyholder behaviour. These provisions include:

● Surrender charges that adjust the payout to the policyholder by taking into account prevailing market conditions.

● Limits on the amount that policyholders can surrender or borrow.

● Restrictions on the timing of policyholders’ ability to exercise certain options.

● Restrictions on both the types of funds Clients can select and the frequency with which they can change funds.

● Policyholder behaviour risk is also mitigated through reinsurance on some insurance contracts.

Internal experience studies are used to monitor, review and update policyholder behaviour assumptions as needed, which could result in updates to policy liabilities.

7.A.ii Mortality and Morbidity Risk

Risk Description

Mortality and morbidity risk is the risk that future experience could be worse than the assumptions used in the pricing and valuation of products. Mortality and morbidity risk can arise in the normal course of business through random fluctuation in realized experience, through catastrophes, as

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 155

a result of a pandemic, or in association with other risk factors such as product development and pricing or model risk. Adverse mortality and morbidity experience could also occur through systemic anti-selection, which could arise due to poor plan design, or underwriting process failure or the development of investor-owned and secondary markets for life insurance policies.

External factors could adversely affect our life insurance, health insurance, critical illness, disability, long-term care insurance and annuity businesses. Morbidity experience could be unfavourably impacted by external events, such as pandemics, increases in disability claims during economic slowdowns and increases in high medical treatment costs and growth in utilization of specialty drugs. This introduces the potential for adverse financial volatility in our financial results.

For life insurance products, a 2% increase in the best estimate assumption would decrease shareholders’ net income and equity by about $25 ($25 in 2020). This sensitivity reflects the impact of any applicable ceded reinsurance arrangements.

For products where morbidity is a significant assumption, a 5% adverse change in the assumptions would reduce shareholders’ net income and equity by about $255 ($250 in 2020). This sensitivity reflects the impact of any applicable ceded reinsurance arrangements.

Mortality and Morbidity Risk Management Governance and Control

Detailed uniform underwriting procedures have been established to determine the insurability of applicants and to manage exposure to large claims. These underwriting requirements are regularly scrutinized against industry guidelines and oversight is provided through a corporate underwriting and claim management function.

We do not have a high degree of concentration risk to single individuals or groups due to our well-diversified geographic and business mix. The largest portion of mortality risk within the Company is in North America. Individual and group insurance policies are underwritten prior to initial issue and renewals, based on risk selection, plan design, and rating techniques.

The Insurance Risk Policy approved by the Risk Committee includes limits on the maximum amount of insurance that may be issued under one policy and the maximum amount that may be retained. These limits vary by geographic region and amounts in excess of limits are reinsured to ensure there is no exposure to unreasonable concentration of risk.

7.A.iii Longevity Risk

Risk Description

Longevity risk is the potential for economic loss, accounting loss or volatility in earnings arising from adverse changes in rates of mortality improvement relative to the assumptions used in the pricing and valuation of products. This risk can manifest itself slowly over time as socioeconomic conditions improve and medical advances continue. It could also manifest itself more quickly, for example, due to medical breakthroughs that significantly extend life expectancy. Longevity risk affects contracts where benefits or costs are based upon the likelihood of survival and higher than expected improvements in policyholder life expectancy could therefore increase the ultimate cost of these benefits (for example, annuities, pensions, pure endowments, reinsurance, segregated funds, and specific types of health contracts). Additionally, our longevity risk exposure is increased for certain annuity products such as guaranteed annuity options by an increase in equity market levels.

For annuities products for which lower mortality would be financially adverse to us, a 2% decrease in the mortality assumption would decrease shareholders’ net income and equity by about $150 ($150 in 2020). These sensitivities reflect the impact of any applicable ceded reinsurance arrangements.

Longevity Risk Management Governance and Control

To improve management of longevity risk, we monitor research in the fields that could result in a change in expected mortality improvement. Stress-testing techniques are used to measure and monitor the impact of extreme mortality improvement on the aggregate portfolio of insurance and annuity products as well as our own pension plans.

7.A.iv Product Design and Pricing Risk

Risk Description

Product design and pricing risk is the risk a product does not perform as expected, causing adverse financial consequences. This risk may arise from deviations in realized experience versus assumptions used in the pricing of products. Risk factors include uncertainty concerning future investment yields, policyholder behaviour, mortality and morbidity experience, sales levels, mix of business, expenses and taxes. Although some of our products permit us to increase premiums or adjust other charges and credits during the life of the policy or contract, the terms of these policies or contracts may not allow for sufficient adjustments to maintain expected profitability. This could have an adverse effect on our profitability and capital position.

156 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Product Design and Pricing Governance and Control

Our Product Design and Pricing Policy, approved by the Risk Committee, establishes the framework governing our product design and pricing practices and is designed to align our product offerings with our strategic objectives and risk-taking philosophy. Consistent with this policy, product development, design and pricing processes have been implemented throughout the Company. New products follow a stage-gate process with defined management approvals based on the significance of the initiative. Each initiative is subject to a risk assessment process to identify key risks and risk mitigation requirements, and is reviewed by multiple stakeholders. Additional governance and control procedures are listed below:

● Pricing models, methods, and assumptions are subject to periodic internal peer reviews.

● Experience studies, sources of earnings analysis, and product dashboards are used to monitor actual experience against those assumed in pricing and valuation.

● On experience rated, participating, and adjustable products, emerging experience is reflected through changes in policyholder dividend scales as well as other policy adjustment mechanisms such as premium and benefit levels.

● Limits and restrictions may be introduced into the design of products to mitigate adverse policyholder behaviour or apply upper thresholds on certain benefits.

7.A.v Expense Risk

Risk Description

Expense risk is the risk that future expenses are higher than the assumptions used in the pricing and valuation of products. This risk can arise from general economic conditions, unexpected increases in inflation, slower than anticipated growth, or reduction in productivity leading to increases in unit expenses. Expense risk occurs in products where we cannot or will not pass increased costs onto the Client and will manifest itself in the form of a liability increase or a reduction in expected future profits

The sensitivity of liabilities for insurance contracts to a 5% increase in unit expenses would result in a decrease in shareholders’ net income and equity of about $165 ($175 in 2020). These sensitivities reflect the impact of any applicable ceded reinsurance arrangements.

Expenses Risk Management Governance and Control

We closely monitor expenses through an annual budgeting process and ongoing monitoring of any expense gaps between unit expenses assumed in pricing and actual expenses.

7.A.vi Reinsurance Risk

Risk Description

We purchase reinsurance for certain risks underwritten by our various insurance businesses. Reinsurance risk is the risk of financial loss due to adverse developments in reinsurance markets (for example, discontinuance or diminution of reinsurance capacity, or an increase in the cost of reinsurance), insolvency of a reinsurer or inadequate reinsurance coverage.

Changes in reinsurance market conditions, including actions taken by reinsurers to increase rates on existing and new coverage and our ability to obtain appropriate reinsurance, may adversely impact the availability or cost of maintaining existing or securing new reinsurance capacity, with adverse impacts on our business strategies, profitability and financial position. There is a possibility of rate increases or renegotiation of some of the legacy reinsurance contracts by a few of our reinsurers, as they continue to review and optimize their business models. In addition, changes to the regulatory treatment of reinsurance arrangements could have an adverse impact on our capital position.

Reinsurance Risk Management Governance and Control

We have an Insurance Risk Policy and an Investment & Credit Risk Policy approved by the Risk Committee, which set acceptance criteria and processes to monitor the level of reinsurance ceded to any single reinsurer. These policies also set minimum criteria for determining which reinsurance companies qualify as suitable reinsurance counterparties having the capability, expertise, governance practices and financial capacity to assume the risks being considered. Additionally, these policies require that all agreements include provisions to allow action to be taken, such as recapture of ceded risk (at a potential cost to the Company), in the event that the reinsurer loses its legal ability to carry on business through insolvency or regulatory action. Periodic due diligence is performed on the reinsurance counterparties with which we do business and internal credit assessments are performed on reinsurance counterparties with which we have material exposure. Reinsurance counterparty credit exposures are monitored closely and reported annually to the Risk Committee.

New sales of our products can be discontinued or changed to reflect developments in the reinsurance markets. Rates for our in-force reinsurance treaties can be either guaranteed or adjustable for the life of the ceded policy. In order to diversify reinsurance risk, there is generally more than one reinsurer supporting a reinsurance pool.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 157

 8.  Other Assets

Other assets consist of the following:

As at December 31,	2021		2020
Accounts receivable	$	1,632	$	1,191
Investment income due and accrued		1,104		1,127
Property and equipment		612		664
Right-of-use assets		695		730
Deferred acquisition costs(1)		172		150
Prepaid expenses		406		325
Premium receivable		637		621
Accrued post-retirement benefit assets (Note 25)		83		197
Other		93		147
Total other assets	$	5,434	$	5,152

⁽¹⁾ Amortization of deferred acquisition cost charged to income during the year amounted to $23 in 2021 ($21 in 2020).

 9.  Goodwill and Intangible Assets

9.A Goodwill

Changes in the carrying amount of goodwill acquired through business combinations by reportable business segment are as follows:

	Canada		U.S.			Asia			Asset Management			Corporate			Total
Balance, January 1, 2020	$	2,607	$	1,083		$	676			$      1,281		$	185		$	5,832
Acquisitions (Note 3)		—		—			—			278			—			278
Foreign exchange rate movements		—		(21	)		(11	)		(8	)		2			(38	)
Balance, December 31, 2020	$	2,607	$	1,062		$	665			$      1,551		$	187		$	6,072
Acquisitions (Note 3)		—		53			3			423			—			479
Foreign exchange rate movements		—		(7	)		(9	)		(15	)		(3	)		(34	)
Balance, December 31, 2021	$	2,607	$	1,108		$	659			$      1,959		$	184		$	6,517

Goodwill was not impaired in 2021 or 2020. The carrying amounts of goodwill allocated to our CGUs or groups of CGUs are as follows:

As at December 31,	2021		2020
Canada	$	2,607	$	2,607
U.S. Employee benefits group		1,108		1,062
Asia		659		665
Asset Management
MFS		483		486
SLC Management(1)		1,476		1,065
Corporate
UK		184		187
Total	$	6,517	$	6,072

⁽¹⁾ Reflects a change in presentation to combine all SLC Management CGUs as one group effective January 1, 2021.

Goodwill acquired in business combinations is allocated to the CGUs or groups of CGUs that are expected to benefit from the synergies of the particular acquisition.

Goodwill is assessed for impairment annually or more frequently if events or circumstances occur that may result in the recoverable amount of a CGU falling below its carrying value. The recoverable amount is the higher of fair value less costs of disposal and value in use. We use fair value less costs of disposal as the recoverable amount.

We use the best evidence of fair value less costs of disposal as the price obtainable for the sale of a CGU, or group of CGUs. Fair value less costs of disposal is initially assessed by looking at recently completed market comparable transactions. In the absence of such comparables, we use either an appraisal methodology (with market assumptions commonly used in the valuation of insurance companies or asset management companies) or a valuation multiples methodology. The fair value measurements are categorized in Level 3 of the fair value hierarchy.

158 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

The most recent calculations from 2018 for certain CGUs and groups of CGUs were carried forward and used in the impairment test in the current period as: (i) the recoverable amount for these CGUs and groups of CGUs exceeded the carrying amount by a substantial margin, (ii) the assets and liabilities making up the CGUs and groups of CGUs had not changed significantly, and (iii) the likelihood that the carrying value would exceed the recoverable amount was remote, based on an analysis of events that have occurred and circumstances that have changed. The key drivers impacting the recoverable amount from 2018 are consistent with the key assumptions below.

Under the appraisal methodology, fair value is assessed based on best estimates of future income, expenses, level and cost of capital over the lifetime of the policies and, where appropriate, adjusted for items such as transaction costs. The value ascribed to new business is based on sales anticipated in our business plans, sales projections for the valuation period based on reasonable growth assumptions, and anticipated levels of profitability of that new business. In calculating the value of new business, future sales are projected for 10 to 15 years. In some instances, market multiples are used to approximate the explicit projection of new business.

The discount rates applied reflect the nature of the environment for that CGU. The discount rates used range from 9.25% to 12.50% (after tax). More established CGUs with a stronger brand and competitive market position use discount rates at the low end of the range and CGUs with a weaker competitive position use discount rates at the high end of the range. The capital levels used are aligned with our business objectives.

Under the valuation multiples methodology, fair value is assessed with reference to multiples or ratios of comparable businesses. For life insurers and asset managers, these valuation multiples and ratios may include price-to-earnings or price-to-assets-under-management measures. This assessment takes into consideration a variety of relevant factors and assumptions, including expected growth, risk, and market conditions among others. The price-to-earnings multiples used range from 10.5 to 11.5. The price-to-assets-under-management ratios used range from 0.8% to 2.0%.

Judgment is used in estimating the recoverable amounts of CGUs and the use of different assumptions and estimates could result in material adjustments to the valuation of CGUs and the size of any impairment. Any material change in the key assumptions including those for capital, discount rates, the value of new business, and expenses, as well as cash flow projections used in the determination of recoverable amounts, may result in impairment charges, which could be material.

In considering the sensitivity of the key assumptions above, management determined that there is no reasonably possible change in any of the above that would result in the recoverable amount of any of the CGUs to be less than its carrying amount.

9.B Intangible Assets

Changes in intangible assets are as follows:

	Finite life
	Internally       generated software			Other			Indefinite life			Total
Gross carrying amount
Balance, January 1, 2020	$	857		$	1,591		$	646		$	3,094
Additions		230			—			—			230
Acquisitions		—			63			295			358
Disposals		(4	)		(5	)		—			(9	)
Foreign exchange rate movements		(13	)		(15	)		(3	)		(31	)
Balance, December 31, 2020	$	1,070		$	1,634		$	938		$	3,642
Additions		219			471			—			690
Acquisitions		—			271			153			424
Disposals		(24	)		—			—			(24	)
Foreign exchange rate movements		—			(9	)		(10	)		(19	)
Balance, December 31, 2021	$	1,265		$	2,367		$	1,081		$	4,713
Accumulated amortization and impairment losses
Balance, January 1, 2020	$	(488	)	$	(517	)	$	(6	)	$	(1,011	)
Amortization charge for the year		(78	)		(78	)		—			(156	)
Impairment of intangible assets		(2	)		—			(9	)		(11	)
Foreign exchange rate movements		7			5			1			13
Balance, December 31, 2020	$	(561	)	$	(590	)	$	(14	)	$	(1,165	)
Amortization charge for the year		(79	)		(114	)		—			(193	)
Disposals		24			—			—			24
Impairment of intangible assets		—			—			(9	)		(9	)
Foreign exchange rate movements		1			(1	)		—			—
Balance, December 31, 2021	$	(615	)	$	(705	)	$	(23	)	$	(1,343	)
Net carrying amount, end of period:
As at December 31, 2020	$	509		$	1,044		$	924		$	2,477
As at December 31, 2021	$	650		$	1,662		$	1,058		$	3,370

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 159

The components of the intangible assets are as follows:

As at December 31,	2021		2020
Finite life intangible assets:
Distribution, sales potential of field force	$	295	$	316
Client relationships and asset administration contracts		1,367		728
Internally generated software		650		509
Total finite life intangible assets		2,312		1,553
Indefinite life intangible assets:
Fund management contracts(1)		1,058		924
Total indefinite life intangible assets		1,058		924
Total intangible assets	$	3,370	$	2,477

⁽¹⁾ Fund management contracts are attributable to Asset Management, where its competitive position in, and the stability of, its markets support their classification as indefinite life intangible assets.

10.  Insurance Contract Liabilities and Investment Contract Liabilities

10.A Insurance Contract Liabilities

10.A.i Description of Business

The company sells a variety of insurance contracts that include all forms of life, health and critical illness insurance sold to individuals and groups, life contingent annuities, accumulation annuities, and segregated fund products with guarantees.

10.A.ii Methods and Assumptions

General

The liabilities for insurance contracts represent the estimated amounts which, together with estimated future premiums and net investment income, will provide for outstanding claims, estimated future benefits, policyholders’ dividends, taxes (other than income taxes), and expenses on in-force insurance contracts.

In determining our liabilities for insurance contracts, assumptions must be made about mortality and morbidity rates, lapse and other policyholder behaviour (“policyholder behaviour”), interest rates, equity market performance, asset default, inflation, expenses, and other factors over the life of our products. Most of these assumptions relate to events that are anticipated to occur many years in the future. Assumptions require significant judgment and regular review and, where appropriate, revision.

We use best estimate assumptions for expected future experience and apply margins for adverse deviations to provide for uncertainty in the choice of the best estimate assumptions. The amount of insurance contract liabilities related to the application of margins for adverse deviations to best estimate assumptions is called a provision for adverse deviations.

Best Estimate Assumptions

Best estimate assumptions are intended to be current, neutral estimates of the expected outcome as guided by Canadian actuarial standards of practice. The choice of best estimate assumptions takes into account current circumstances, past experience data (Company and/or industry), the relationship of past to expected future experience, anti-selection, the relationship among assumptions, and other relevant factors. For assumptions on economic matters, the assets supporting the liabilities and the expected policy for asset-liability management are relevant factors.

Margins for Adverse Deviations

The appropriate level of margin for adverse deviations on an assumption is guided by Canadian actuarial standards of practice. For most assumptions, the standard range of margins for adverse deviations is 5% to 20% of the best estimate assumption, and the actuary chooses from within that range based on a number of considerations related to the uncertainty in the determination of the best estimate assumption. The level of uncertainty, and hence the margin chosen, will vary by assumption and by line of business and other factors. Considerations that would tend to indicate a choice of margin at the high end of the range include:

● The statistical credibility of the Company’s experience is too low to be the primary source of data for choosing the best estimate assumption

● Future experience is difficult to estimate

● The cohort of risks lacks homogeneity

● Operational risks adversely impact the ability to estimate the best estimate assumption

● Past experience may not be representative of future experience and the experience may deteriorate

Provisions for adverse deviations in future interest rates are included by testing a number of scenarios of future interest rates, some of which are prescribed by Canadian actuarial standards of practice, and determining the liability based on the range of possible outcomes. A scenario of future interest rates includes, for each forecast period between the statement of financial position date and the last liability cash flow, interest rates for risk-free assets, premiums for asset default, rates of inflation, and an investment strategy consistent with the Company’s investment policy. The starting point for all future interest rate scenarios is consistent with the current market environment. If few scenarios are tested, the liability would be at least as great as the largest of the outcomes. If many scenarios are tested, the liability would be within a range defined by the average of the outcomes that are above the 60th percentile of the range of outcomes and the corresponding average for the 80th percentile.

160 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Provisions for adverse deviations in future equity returns are included by scenario testing or by applying margins for adverse deviations. In blocks of business where the valuation of liabilities uses scenario testing of future equity returns, the liability would be within a range defined by the average of the outcomes that are above the 60th percentile of the range of outcomes and the corresponding average for the 80th percentile. In blocks of business where the valuation of liabilities does not use scenario testing of future equity returns, the margin for adverse deviations on common share dividends is between 5% and 20%, and the margin for adverse deviations on capital gains would be 20% plus an assumption that those assets reduce in value by 20% to 50% at the time when the reduction is most adverse. A 30% reduction is appropriate for a diversified portfolio of North American common shares and, for other portfolios, the appropriate reduction depends on the volatility of the portfolio relative to a diversified portfolio of North American common shares.

In choosing margins, we ensure that, when taken one at a time, each margin is reasonable with respect to the underlying best estimate assumption and the extent of uncertainty present in making that assumption, and also that, in aggregate, the cumulative impact of the margins for adverse deviations is reasonable with respect to the total amount of our insurance contract liabilities. Our margins are generally stable over time and are generally only revised to reflect changes in the level of uncertainty in the best estimate assumptions. Our margins tend to be at the mid-range, with the higher range used where there is greater uncertainty. When considering the aggregate impact of margins, the actuary assesses the consistency of margins for each assumption across each block of business to ensure there is no double counting or omission and to avoid choosing margins that might be mutually exclusive. In particular, the actuary chooses similar margins for blocks of business with similar characteristics, and also chooses margins that are consistent with other assumptions, including assumptions about economic factors. The actuary is guided by Canadian actuarial standards of practice in making these professional judgments about the reasonableness of margins for adverse deviations.

The best estimate assumptions and margins for adverse deviations are reviewed at least annually and revisions are made when appropriate. The choice of assumptions underlying the valuation of insurance contract liabilities is subject to external actuarial peer review.

Mortality

Mortality refers to the rates at which death occurs for defined groups of people. Life insurance mortality assumptions are generally based on the past five to ten years of experience. Our experience is combined with industry experience where our own experience is insufficient to be statistically valid. Assumed mortality rates for life insurance and annuity contracts include assumptions about future mortality improvement based on recent trends in population mortality and our outlook for future trends.

Morbidity

Morbidity refers to both the rates of accident or sickness and the rates of recovery therefrom. Most of our disability insurance is marketed on a group basis. We offer critical illness policies on an individual basis in Canada and Asia, long-term care on an individual basis in Canada, and medical stop-loss insurance is offered on a group basis in the U.S. In Canada, group morbidity assumptions are based on our five-year average experience, modified to reflect any emerging trend in recovery rates. For long-term care and critical illness insurance, assumptions are developed in collaboration with our reinsurers and are largely based on their experience. In the U.S., our experience is used for both medical stop-loss and disability assumptions, with some consideration of industry experience.

Policyholder Behaviour

Lapse

Policyholders may allow their policies to lapse prior to the end of the contractual coverage period by choosing not to continue to pay premiums or by surrendering their policy for the cash surrender value. Assumptions for lapse experience on life insurance are generally based on our five-year average experience. Lapse rates vary by plan, age at issue, method of premium payment, and policy duration.

Premium Payment Patterns

For universal life contracts, it is necessary to set assumptions about premium payment patterns. Studies prepared by industry or the actuarial profession are used for products where our experience is insufficient to be statistically valid. Premium payment patterns usually vary by plan, age at issue, method of premium payment, and policy duration.

Expense

Future policy-related expenses include the costs of premium collection, claims adjudication and processing, actuarial calculations, preparation and mailing of policy statements, and related indirect expenses and overhead. Expense assumptions are mainly based on our recent experience using an internal expense allocation methodology. Inflationary increases assumed in future expenses are consistent with the future interest rates used in scenario testing.

Investment Returns

Interest Rates

We generally maintain distinct asset portfolios for each major line of business. In the valuation of insurance contract liabilities, the future cash flows from insurance contracts and the assets that support them are projected under a number of interest rate scenarios, some of which are prescribed by Canadian actuarial standards of practice. Reinvestments and disinvestments take place according to the specifications of each scenario, and the liability is set based on the range of possible outcomes.

Non-Fixed Income Rates of Return

We are exposed to equity markets through our segregated fund products (including variable annuities) that provide guarantees linked to underlying fund performance and through insurance products where the insurance contract liabilities are supported by non-fixed income assets.

For segregated fund products (including variable annuities), we have implemented hedging programs involving the use of derivative instruments to mitigate a large portion of the equity market risk associated with the guarantees. The cost of these hedging programs is reflected in the liabilities. The equity market risk associated with anticipated future fee income is not hedged.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 161

The majority of non-fixed income assets that are designated as FVTPL support our participating and universal life products where investment returns are passed through to policyholders through routine changes in the amount of dividends declared or in the rate of interest credited. In these cases, changes in non-fixed income asset values are largely offset by changes in insurance contract liabilities.

Asset Default

As required by Canadian actuarial standards of practice, insurance contract liabilities include a provision for possible future default of the assets supporting those liabilities. The amount of the provision for asset default included in the insurance contract liabilities is based on possible reductions in future investment yield that vary by factors such as type of asset, asset credit quality (rating), duration, and country of origin. The asset default assumptions are comprised of a best estimate plus a margin for adverse deviations, and are intended to provide for loss of both principal and income. Best estimate asset default assumptions by asset category and geography are derived from long-term studies of industry experience and the Company’s experience. Margins for adverse deviation are chosen from the standard range (of 25% to 100%) as recommended by Canadian actuarial standards of practice based on the amount of uncertainty in the choice of best estimate assumption. The credit quality of an asset is based on external ratings if available (public bonds) and internal ratings if not (mortgages and loans). Any assets without ratings are treated as if they are rated below investment grade.

In contrast to asset impairment provisions and changes in FVTPL assets arising from impairments, both of which arise from known credit events, the asset default provision in the insurance contract liabilities covers losses related to possible future (unknown) credit events. Canadian actuarial standards of practice require the asset default provision to be determined taking into account known impairments that are recognized elsewhere on the statement of financial position. The asset default provision included in the insurance contract liabilities is reassessed each reporting period in light of impairments, changes in asset quality ratings, and other events that occurred during the period.

10.A.iii Insurance Contract Liabilities

Insurance contract liabilities consist of the following:

As at December 31, 2021	Canada		U.S.		Asia		Corporate(1)		Total
Individual participating life	$	28,205	$	5,150	$	12,982	$	860	$	47,197
Individual non-participating life and health		15,735		14,196		11,774		329		42,034
Group life and health		11,682		5,580		34		17		17,313
Individual annuities		9,538		16		5		4,729		14,288
Group annuities		18,765		5		69		—		18,839
Insurance contract liabilities before other policy liabilities		83,925		24,947		24,864		5,935		139,671
Add: Other policy liabilities(2)		3,559		1,847		2,523		211		8,140
Total insurance contract liabilities	$	87,484	$	26,794	$	27,387	$	6,146	$	147,811

⁽¹⁾ Primarily business from the UK and run-off reinsurance operations. Includes UK business of $771 for Individual participating life, $207 for Individual non-participating life and health, $4,546 for Individual annuities, and $164 for Other policy liabilities.

⁽²⁾ Consists of amounts on deposit, policy benefits payable, provisions for unreported claims, provisions for policyholder dividends, and provisions for experience rating refunds.

As at December 31, 2020	Canada		U.S.		Asia		Corporate(1)		Total
Individual participating life	$	25,839	$	5,374	$	11,981	$	952	$	44,146
Individual non-participating life and health		15,533		15,010		12,183		373		43,099
Group life and health		11,167		5,578		40		23		16,808
Individual annuities		10,497		22		5		5,382		15,906
Group annuities		17,670		7		97		—		17,774
Insurance contract liabilities before other policy liabilities		80,706		25,991		24,306		6,730		137,733
Add: Other policy liabilities(2)		3,521		1,807		2,499		213		8,040
Total insurance contract liabilities	$	84,227	$	27,798	$	26,805	$	6,943	$	145,773

⁽¹⁾ Primarily business from the UK and run-off reinsurance operations. Includes UK business of $851 for Individual participating life, $237 for Individual non-participating life and health, $5,162 for Individual annuities, and $163 for Other policy liabilities.

⁽²⁾ Consists of amounts on deposit, policy benefits payable, provisions for unreported claims, provisions for policyholder dividends, and provisions for experience rating refunds.

162 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

10.A.iv Changes in Insurance Contract Liabilities and Reinsurance Assets

Changes in Insurance contract liabilities and Reinsurance assets are as follows:

For the years ended December 31,	2021									2020
	Insurance contract liabilities			Reinsurance assets			Net			Insurance contract liabilities			Reinsurance assets			Net
Balances before Other policy liabilities and assets as at January 1,	$	137,733		$	3,126		$	134,607		$	123,894		$	3,395		$	120,499
Change in balances on in-force policies		(1,642	)		(18	)		(1,624	)		9,919			(107	)		10,026
Balances arising from new policies		3,948			74			3,874			5,004			82			4,922
Method and assumption changes		131			(142	)		273			(63	)		(179	)		116
Increase (decrease) in Insurance contract liabilities and Reinsurance assets		2,437			(86	)		2,523			14,860			(204	)		15,064
Other(1)		—			(109	)		109			—			—			—
Foreign exchange rate movements		(499	)		(26	)		(473	)		(1,021	)		(65	)		(956	)
Balances before Other policy liabilities and assets		139,671			2,905			136,766			137,733			3,126			134,607
Other policy liabilities and assets		8,140			778			7,362			8,040			717			7,323
Total Insurance contract liabilities and Reinsurance assets, December 31	$	147,811		$	3,683		$	144,128		$	145,773		$	3,843		$	141,930

⁽¹⁾ Recapture of reinsurance contracts.

10.A.v Impact of Method and Assumption Changes

Impacts of method and assumption changes on Insurance contract liabilities, net of Reinsurance assets, are as follows:

For the year ended December 31, 2021	Net increase (decrease) before income taxes			Description
Mortality / Morbidity		$                        (89	)	Updates to reflect mortality/morbidity experience in all jurisdictions.
Policyholder behaviour		219		Updates to policyholder behaviour in all jurisdictions. The largest item was in U.S. In-force Management.
Expenses		(202	)	Updates to reflect expense experience and margins in all jurisdictions. The largest item was a reduction in expense margins.
Investment returns		416		Updates to various investment-related assumptions across the Company. The largest items were the updates to promulgated Ultimate Reinvestment Rate, promulgated maximum net credit spreads, and a reduction to the best estimate real estate assumption in all jurisdictions.
Model enhancements and other		(71	)	Various enhancements and methodology changes across all jurisdictions.
Total impact		$                        273

For the year ended December 31, 2020	Net increase (decrease) before income taxes			Description
Mortality / Morbidity		$                        113		Updates to reflect mortality/morbidity experience in all jurisdictions. The largest items were unfavourable mortality impacts in individual life and health in Canada and In-force Management in the U.S., partially offset by favourable group disability government pension plan offsets in Canada.
Policyholder behaviour		207		Updates to policyholder behaviour in all jurisdictions. The largest item was in In-force Management in the U.S.
Expenses		(28	)	Updates to reflect expense experience in all jurisdictions.
Investment returns		(10	)	Updates to various investment-related assumptions across the Company.
Model enhancements and other		(166	)	Various enhancements and methodology changes across all jurisdictions.
Total impact		$                        116

Notes to the Consolidated Financial Statements Sun Life Financial Inc.       Annual Report 2021 163

10.B Investment Contract Liabilities

10.B.i Description of Business

The following are the types of investment contracts in-force:

• Term certain payout annuities in Canada

• Guaranteed Investment Contracts in Canada

• Unit-linked products issued in the UK and Hong Kong

• Non-unit-linked pensions contracts issued in the UK and Hong Kong

10.B.ii Methods and Assumptions

Investment Contracts with Discretionary Participation Features

Investment contracts with DPF are measured using the same approach as insurance contracts.

Investment Contracts without Discretionary Participation Features

Investment contracts without DPF are measured at FVTPL if by doing so, a potential accounting mismatch is eliminated or significantly reduced or if the contract is managed on a fair value basis. Other investment contracts without DPF are measured at amortized cost.

The fair value liability is measured through the use of prospective discounted cash-flow techniques. For unit-linked contracts, the fair value liability is equal to the current unit fund value, plus additional non-unit liability amounts on a fair value basis if required. For non-unit-linked contracts, the fair value liability is equal to the present value of cash flows.

Amortized cost is measured at the date of initial recognition as the fair value of consideration received, less the net effect of principal payments such as transaction costs and front-end fees. At each reporting date, the amortized cost liability is measured as the present value of future cash flows discounted at the effective interest rate where the effective interest rate is the rate that equates the discounted cash flows to the liability at the date of initial recognition.

10.B.iii Investment Contract Liabilities

Investment contract liabilities consist of the following:

As at December 31, 2021	Canada		Asia		Corporate		Total
Individual participating life	$	—	$	—	$	4	$	4
Individual non-participating life and health		—		235		2		237
Individual annuities		2,487		1		37		2,525
Group annuities		—		602		—		602
Total investment contract liabilities	$	2,487	$	838	$	43	$	3,368

For the year ended December 31, 2021, Investment contract liabilities of $3,368 are comprised of investment contracts with DPF of $872, investment contracts without DPF measured at amortized cost of $2,487, and for investment contracts without DPF measured at fair value of $9.

As at December 31, 2020	Canada		Asia		Corporate		Total
Individual participating life	$	—	$	—	$	5	$	5
Individual non-participating life and health		—		269		2		271
Individual annuities		2,690		—		35		2,725
Group annuities		—		188		—		188
Total investment contract liabilities	$	2,690	$	457	$	42	$	3,189

For the year ended December 31, 2020, Investment contract liabilities of $3,189 are comprised of investment contracts with DPF of $497, investment contracts without DPF measured at amortized cost of $2,690, and investment contracts without DPF measured at fair value of $2.

164 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

10.B.iv Changes in Investment Contract Liabilities

Changes in investment contract liabilities without “DPF” are as follows:

For the years ended December 31,	2021					2020
	Measured at fair value		Measured at amortized cost			Measured at fair value		Measured at amortized cost
Balance as at January 1	$	2	$	2,690		$	2	$	2,612
Deposits		—		303			—		467
Interest		—		60			—		59
Withdrawals		—		(570	)		—		(457	)
Fees		—		(7	)		—		(7	)
Change in fair value		7		—			—		—
Other		—		10			—		16
Foreign exchange rate movements		—		1			—		—
Balance as at December 31	$	9	$	2,487		$	2	$	2,690

Changes in investment contract liabilities with DPF are as follows:

For the years ended December 31,	2021			2020
Balance as at January 1	$	497		$	502
Change in liabilities on in-force policies		(89	)		2
Acquisitions (Note 3)		471			—
Foreign exchange rate movements		(7	)		(7	)
Balance as at December 31	$	872		$	497

10.C Gross Claims and Benefits Paid

Gross claims and benefits paid consist of the following:

For the years ended December 31,	2021		2020
Maturities and surrenders	$	3,205	$	2,993
Annuity payments		2,017		1,979
Death and disability benefits		4,876		4,594
Health benefits		7,246		6,913
Policyholder dividends and interest on claims and deposits		1,378		1,828
Total gross claims and benefits paid	$	18,722	$	18,307

10.D Total Assets Supporting Liabilities and Equity

The following tables show the total assets supporting liabilities for the product lines shown (including insurance contract and investment contract liabilities) and assets supporting equity and other:

As at December 31, 2021	Debt securities		Equity securities		Mortgages and loans		Investment properties		Other		Total
Individual participating life	$	26,715	$	5,374	$	9,559	$	5,932	$	4,801	$	52,381
Individual non-participating life and health		23,716		1,947		13,885		2,614		8,310		50,472
Group life and health		7,598		30		9,556		92		3,677		20,953
Individual annuities		10,314		40		6,435		—		907		17,696
Group annuities		9,612		111		9,198		24		1,305		20,250
Equity and other		10,772		1,611		3,059		447		27,733		43,622
Total assets	$	88,727	$	9,113	$	51,692	$	9,109	$	46,733	$	205,374
As at December 31, 2020	Debt securities		Equity securities		Mortgages and loans		Investment properties		Other		Total
Individual participating life	$	25,574	$	4,601	$	8,992	$	4,950	$	5,331	$	49,448
Individual non-participating life and health		24,810		1,611		14,208		2,052		10,132		52,813
Group life and health		7,789		61		9,354		36		3,112		20,352
Individual annuities		11,979		47		6,219		—		1,185		19,430
Group annuities		9,598		48		8,142		—		909		18,697
Equity and other		9,339		263		3,031		478		23,239		36,350
Total assets	$	89,089	$	6,631	$	49,946	$	7,516	$	43,908	$	197,090

Notes to the Consolidated Financial Statements Sun Life Financial Inc.       Annual Report 2021 165

10.E Changes in Insurance Contract Liabilities, Investment Contract Liabilities and Reinsurance Assets

Changes in the balances of our insurance contract liabilities and investment contract liabilities, including the net transfers to (from) segregated funds, as well as changes in our reinsurance assets, consist of the following:

For the years ended December 31,	2021			2020
Increase (decrease) in insurance contract liabilities	$	2,437		$	14,860
Decrease (increase) in reinsurance assets		86			204
Increase (decrease) in investment contract liabilities		(22	)		61
Net transfer to (from) segregated funds		(351	)		(1,825	)
Total changes in insurance contract liabilities, investment contract liabilities and reinsurance assets	$	2,150		$	13,300

10.F Role of the Appointed Actuary

The Appointed Actuary is appointed by the Board and is responsible for ensuring that the assumptions and methods used in the valuation of policy liabilities and reinsurance recoverables are in accordance with accepted actuarial practice in Canada, applicable legislation, and associated regulations or directives.

The Appointed Actuary is required to provide an opinion regarding the appropriateness of the policy liabilities, net of reinsurance recoverables, at the statement dates to meet all policy obligations of the Company. Examination of supporting data for accuracy and completeness and analysis of our assets for their ability to support the amount of policy liabilities, net of reinsurance recoverables, are important elements of the work required to form this opinion.

The Appointed Actuary is required each year to investigate the financial condition of the Company and prepare a report for the Board. The 2021 analysis tested our capital adequacy until December 31, 2025, under various adverse economic and business conditions. The Appointed Actuary reviews the calculation of our Life Insurance Capital Adequacy Test (“LICAT”) Ratios.

 11. Reinsurance

Reinsurance is used primarily to limit exposure to large losses. We have a retention policy that requires that such arrangements be placed with well- established, highly-rated reinsurers. Coverage is well-diversified and controls are in place to manage exposure to reinsurance counterparties. While reinsurance arrangements provide for the recovery of claims arising from the liabilities ceded, we retain primary responsibility to the policyholders.

11. A Reinsurance Assets

Reinsurance assets are measured using the amounts and assumptions associated with the underlying insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance assets are comprised of the following:

As at December 31, 2021	Canada			U.S.		Asia		Corporate(1)		Total
Individual participating life	$	—		$	7	$	214	$	—	$	221
Individual non-participating life and health		(547	)		838		33		16		340
Group life and health		284			2,018		5		—		2,307
Individual annuities		—			—		—		15		15
Group annuities		22			—		—		—		22
Reinsurance assets before other policy assets		(241	)		2,863		252		31		2,905
Add: Other policy assets(2)		95			563		81		39		778
Total Reinsurance assets	$	(146	)	$	3,426	$	333	$	70	$	3,683

⁽¹⁾ Primarily business from the UK and run-off reinsurance operations. Includes UK business of $16 for Individual non-participating life and health, and $15 for Individual annuities.

⁽²⁾ Consists of amounts on deposit, policy benefits payable, provisions for unreported claims, provisions for policyholder dividends, and provisions for experience rating refunds.

166 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

As at December 31, 2020	Canada			U.S.		Asia		Corporate(1)		Total
Individual participating life	$	57		$	9	$	263	$	—	$	329
Individual non-participating life and health		(636	)		882		49		18		313
Group life and health		403			1,920		4		—		2,327
Individual annuities		—			—		—		17		17
Group annuities		140			—		—		—		140
Reinsurance assets before other policy assets		(36	)		2,811		316		35		3,126
Add: Other policy assets(2)		104			508		65		40		717
Total Reinsurance assets	$	68		$	3,319	$	381	$	75	$	3,843

⁽¹⁾ Primarily business from the UK and run-off reinsurance operations. Includes UK business of $18 for Individual non-participating life and health, and $17 for Individual annuities.

⁽²⁾ Consists of amounts on deposit, policy benefits payable, provisions for unreported claims, provisions for policyholder dividends, and provisions for experience rating refunds.

There was no impairment of Reinsurance assets in 2021 or 2020. Changes in Reinsurance assets are included in Note 10.A.iv.

11. B Reinsurance (Expenses) Recoveries

Reinsurance (expenses) recoveries consist of the following:

For the years ended December 31,	2021		2020
Recovered claims and benefits	$	2,233	$	2,182
Commissions		65		69
Reserve adjustments		45		22
Operating expenses and other		82		80
Total reinsurance (expenses) recoveries	$	2,425	$	2,353

11. C Reinsurance Gains or Losses

We did not enter into reinsurance arrangements that resulted in a gain or loss on inception in 2021. In 2020, we entered into a new reinsurance agreement that resulted in a loss of $66 on inception.

 12. Other Liabilities

12. A Composition of Other Liabilities

Other liabilities consist of the following:

As at December 31,	2021		2020
Accounts payable(1)	$	1,866	$	2,438
Bank overdrafts and cash pooling		133		6
Repurchase agreements (Note 5)		2,324		2,208
Accrued expenses and taxes		4,265		3,723
Credit facilities(1)		441		338
Borrowed funds(2)		432		401
Accrued post-retirement benefit liability (Note 25)		528		625
Secured borrowings from mortgage securitization (Note 5)		2,007		1,912
Lease liabilities		850		864
Other financial liabilities (Note 5)(3)		1,810		1,136
Obligations for securities borrowing		51		—
Collateralized loan obligation (Note 5)		1,726		—
Deferred payments liability		330		382
Other		1,020		825
Total other liabilities	$	17,783	$	14,858

⁽¹⁾ Reflects a change in presentation for our credit facility effective January 1, 2020. We have updated our prior period to reflect this change in presentation.

⁽²⁾ The change in Borrowed funds relates to net cash flow changes of $31 in 2021 ($81 in 2020) and foreign exchange rate movements of $nil in 2021 ($1 in 2020).

⁽³⁾ Comprises financial liabilities related to acquisitions, including put option liabilities and financial liabilities due to NCI.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 167

Other financial liabilities include contingent consideration payments and obligations to purchase remaining outstanding shares of certain SLC Management subsidiaries. These amounts are initially measured at fair value. For obligations to purchase remaining outstanding shares, the fair value is based on the expected average EBITDA using multiples in accordance with contractual terms as described in Note 5.A.ii. During the year, these amounts were revised to reflect the change in expected cash flows, resulting in an increase in our liability of $187, which has been recognized in the Consolidated Statements of Operations.

12. B Borrowed Funds

Borrowed funds include the following:

As at December 31,	Currency of borrowing		Maturity		2021		2020
Encumbrances on real estate		Cdn. dollars		Current - 2033	$	323	$	292
Encumbrances on real estate		U.S. dollars		Current - 2020		109		109
Total borrowed funds					$	432	$	401

Interest expense for the borrowed funds was $22 and $22 for 2021 and 2020, respectively. The aggregate maturities of borrowed funds are included in Note 6.

12. C Senior Financing

On November 8, 2007, a structured entity consolidated by us issued a US$1,000 variable principal floating rate certificate (the “Certificate”) to a financial institution (the “Lender”). At the same time, Sun Life Assurance Company of Canada-U.S. Operations Holdings, Inc. (“U.S. Holdings”), a subsidiary of SLF Inc., entered into an agreement with the Lender, pursuant to which U.S. Holdings will bear the ultimate obligation to repay the outstanding principal amount of the Certificate and be obligated to make quarterly interest payments at three-month LIBOR plus a fixed spread. SLF Inc. has fully guaranteed the obligation of U.S. Holdings. The structured entity issued additional certificates after the initial issuance, totaling to US$515.

As at September 30, 2020, we repaid the $2,020 (US$1,515) variable principal floating rate certificates to the Lender. Pursuant to the letter of understanding with the Lender, the Certificates have been repaid and all additional agreements have been terminated. The repayment was funded from sale of bonds, existing cash and other liquid assets, resulting in Net gains (losses) on available-for-sale assets of $282. As part of this transaction, we also unwound the fair value hedges related to the structure, which resulted in a loss of $342 in Interest and other investment income. For the year ended December 31, 2021, we recorded $nil of interest expense relating to this obligation ($28 in 2020).

 13. Senior Debentures and Innovative Capital Instruments

13. A Senior Debentures⁽¹⁾

The following obligations are included in Senior debentures as at December 31:

	Interest rate			Earliest par call or redemption date			Maturity		2021		2020
SLF Inc. senior debentures:
Series E issued August 23, 2011(2)		4.57	%		n/a			2021	$	—	$	300
Sun Life Assurance senior debentures:(3)
Issued to Sun Life Capital Trust (“SLCT I”)      Series B issued June 25, 2002		7.09	%		June 30, 2032	(4)		2052		200		200
Total senior debentures									$	200	$	500
Fair value									$	271	$	590

⁽¹⁾ All senior debentures are unsecured.

⁽²⁾ Redeemable in whole or in part at any time prior to maturity at a price equal to the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.53% for the Series E debentures. On August 23, 2021, SLF Inc. redeemed all of its outstanding $300 principal amount, including all accrued and outstanding interest, of Series E Senior Unsecured 4.57% Debentures.

⁽³⁾ Redemption is subject to regulatory approval.

⁽⁴⁾ Redeemable in whole or in part on any interest payment date or in whole upon the occurrence of a Regulatory Event or Tax Event, as described in the debenture. Prior to June 30, 2032, the redemption price is the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.32%; from June 30, 2032, the redemption price is par.

Fair value is determined based on quoted market prices for identical or similar instruments. When quoted market prices are not available, fair value is determined from observable market data by dealers that are typically the market makers. The fair value is categorized in Level 2 of the fair value hierarchy.

Interest expense for senior debentures was $23 and $28 for 2021 and 2020, respectively.

The senior debentures issued by SLF Inc. are direct senior unsecured obligations and rank equally with other unsecured and unsubordinated indebtedness of SLF Inc.

168 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

13. B Innovative Capital Instruments

Innovative capital instruments consist of Sun Life ExchangEable Capital Securities (“SLEECS”), which were issued by SLCT I, established as a trust under the laws of Ontario. SLCT I issued Sun Life ExchangEable Capital Securities - Series B (“SLEECS B”), which are units representing an undivided beneficial ownership interest in the assets of that trust. SLEECS B are non-voting except in certain limited circumstances. Holders of the SLEECS B are eligible to receive semi-annual non-cumulative fixed cash distributions.

The proceeds of the issuance of the SLEECS B were used by SLCT I to purchase senior debentures of Sun Life Assurance. SLCT I is not consolidated by us. As a result, the innovative capital instruments are not reported on our Consolidated Financial Statements. However, the senior debentures issued by Sun Life Assurance to SLCT I are reported on our Consolidated Financial Statements.

The SLEECS B are structured to achieve Tier 1 regulatory capital treatment for SLF Inc. and Sun Life Assurance and, as such, have features of equity capital. No interest payments or distributions will be paid in cash by SLCT I on the SLEECS B if Sun Life Assurance fails to declare regular dividends (i) on its Class B Non-Cumulative Preferred Shares Series A, or (ii) on its public preferred shares, if any are outstanding (each, a “Missed Dividend Event”). If a Missed Dividend Event occurs, the net distributable funds of SLCT I will be distributed to Sun Life Assurance as the holder of Special Trust Securities of that trust.

If SLCT I fails to pay in cash the semi-annual interest payments or distributions on the SLEECS B in full for any reason other than a Missed Dividend Event, then, for a specified period of time, Sun Life Assurance will not declare dividends of any kind on any of its public preferred shares, and if no such public preferred shares are outstanding, SLF Inc. will not declare dividends of any kind on any of its preferred shares or common shares.

Each SLEECS B unit will be automatically exchanged for 40 non-cumulative perpetual preferred shares of Sun Life Assurance if any one of the following events occurs: (i) proceedings are commenced or an order is made for the winding-up of Sun Life Assurance; (ii) OSFI takes control of Sun Life Assurance or its assets; (iii) Sun Life Assurance’s capital ratios fall below applicable thresholds; or (iv) OSFI directs Sun Life Assurance to increase its capital or provide additional liquidity and Sun Life Assurance either fails to comply with such direction or elects to have the SLEECS B automatically exchanged (“Automatic Exchange Event”). Upon an Automatic Exchange Event, former holders of the SLEECS B will cease to have any claim or entitlement to distributions, interest or principal against SLCT I and will rank as preferred shareholders of Sun Life Assurance in a liquidation of Sun Life Assurance.

The table below presents additional significant terms and conditions of the SLEECS:

Issuer

Issuance date

Distribution or interest payment dates

Annual yield

Redemption date at the issuer’s option

Conversion date at the holder’s option

Principal amount

Sun Life Capital Trust (“SLCT I”)(1)(2)(3)(4)

SLEECS B

June 25, 2002

June 30, December 31

7.093  %

June 30, 2007

Any time

$

200

⁽¹⁾ Subject to regulatory approval, SLCT I may (i) redeem any outstanding SLEECS, in whole or in part, on the redemption date specified above or on any distribution date thereafter and (ii) may redeem all, but not part of any class of SLEECS upon occurrence of a Regulatory Event or a Tax Event, prior to the redemption date specified above.

⁽²⁾ The SLEECS B may be redeemed for cash equivalent to (i) the greater of the Early Redemption Price or the Redemption Price if the redemption occurs prior to June 30, 2032 or (ii) the Redemption Price if the redemption occurs on or after June 30, 2032. Redemption Price is equal to one thousand dollars plus the unpaid distributions, other than unpaid distributions resulting from a Missed Dividend Event, to the redemption date. Early Redemption Price for the SLEECS B is the price calculated to provide an annual yield, equal to the yield of a Government of Canada bond issued on the redemption date that has a maturity date of June 30, 2032, plus 32 basis points, plus the unpaid distributions, other than unpaid distributions resulting from a Missed Dividend Event, to the redemption date.

⁽³⁾ The non-cumulative perpetual preferred shares of Sun Life Assurance issued upon an Automatic Exchange Event in respect of the SLEECS B will become convertible, at the option of the holder, into a variable number of common shares of SLF Inc. on distribution dates on or after December 31, 2032.

⁽⁴⁾ Holders of SLEECS B may exchange, at any time, all or part of their SLEECS B units for non-cumulative perpetual preferred shares of Sun Life Assurance at an exchange rate for each SLEECS of 40 non-cumulative perpetual preferred shares of Sun Life Assurance. SLCT I will have the right, at any time before the exchange is completed, to arrange for a substituted purchaser to purchase SLEECS tendered for surrender to SLCT I so long as the holder of the SLEECS so tendered has not withheld consent to the purchase of its SLEECS. Any non-cumulative perpetual preferred shares issued in respect of an exchange by the holders of SLEECS B will become convertible, at the option of the holder, into a variable number of common shares of SLF Inc. on distribution dates on or after December 31, 2032.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 169

 14. Subordinated Debt

The following obligations are included in Subordinated debt as at December 31, and qualify as capital for Canadian regulatory purposes:

	Interest rate			Earliest par call date(1)			Maturity		2021		2020
Sun Life Assurance:
Issued May 15, 1998(2)		6.30	%		n/a			2028	$	150		150
Sun Life Financial Inc.:
Issued May 29, 2007(3)		5.40	%		May 29, 2037	(4)		2042		398		398
Issued February 19, 2016(5)		3.10	%		February 19, 2021			2026		—		350
Issued September 19, 2016(6)		3.05	%		September 19, 2023			2028		998		997
Issued November 23, 2017(7)		2.75	%		November 23, 2022			2027		400		399
Issued August 13, 2019(8)		2.38	%		August 13, 2024			2029		748		747
Issued May 8, 2020(9)		2.58	%		May 10, 2027			2032		995		995
Issued October 1, 2020(10)		2.06	%		October 1, 2030			2035		746		745
Issued November 18, 2021(11)		2.46	%		November 18, 2026			2031		497		—
Issued November 18, 2021(12),(14)		2.80	%		November 21, 2028			2033		995		—
Issued November 18, 2021(13),(14)		3.15	%		November 18, 2031			2036		498		—
Total subordinated debt									$	6,425	$	4,781
Fair value									$	6,675	$	5,190

⁽¹⁾ Subject to regulatory approval all obligations are redeemable 5-years after issuance date. From the date noted, the redemption price is par and redemption may only occur on a scheduled interest payment date.

⁽²⁾ 6.30% Debentures, Series 2, due 2028, issued by The Mutual Life Assurance Company of Canada, which subsequently changed its name to Clarica Life Insurance Company (“Clarica”) and was amalgamated with Sun Life Assurance. These debentures are redeemable at any time. Prior to May 15, 2028, the redemption price is the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.16%.

⁽³⁾ Series 2007-1 Subordinated Unsecured 5.40% Fixed/Floating Debentures due 2042. From May 29, 2037, interest is payable at 1.00% over CDOR.

⁽⁴⁾ For redemption of the 2007 debentures prior to the date noted, the redemption price is the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.25%.

⁽⁵⁾ Series 2016-1 Subordinated Unsecured 3.10% Fixed/Floating Debentures due 2026. From February 19, 2021, interest is payable at 2.20% over CDOR. On February 19, 2021, SLF Inc. redeemed all of the outstanding $350 principal amount of these debentures in accordance with the redemption terms attached to such debentures.

⁽⁶⁾ Series 2016-2 Subordinated Unsecured 3.05% Fixed/Floating Debentures due 2028. From September 19, 2023, interest is payable at 1.85% over CDOR. Between September 19, 2021 and September 19, 2023, the redemption price is the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.52%.

⁽⁷⁾ Series 2017-1 Subordinated Unsecured 2.75% Fixed/Floating Debentures due 2027. From November 23, 2022, interest is payable at 0.74% over CDOR.

⁽⁸⁾ Series 2019-1 Subordinated Unsecured 2.38% Fixed/Floating Debentures due 2029. From August 13, 2024, interest is payable at 0.85% over CDOR.

⁽⁹⁾ Series 2020-1 Subordinated Unsecured 2.58% Fixed/Floating Debentures due 2032. From May 10, 2027, interest is payable at 1.66% over CDOR. Between May 10, 2025 and May 10, 2027, the redemption price is the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.52%.

⁽¹⁰⁾ Series 2020-2 Subordinated Unsecured 2.06% Fixed/Floating Debentures due 2035. From October 1, 2030, interest is payable at 1.03% over CDOR. Between October 1, 2025 and October 1, 2030, the redemption price is the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.38%.

⁽¹¹⁾ Series 2021-1 Subordinated Unsecured 2.46% Fixed/Floating Debentures due 2031. From November 18, 2026, interest is payable at 0.44% over CDOR.

⁽¹²⁾ Series 2021-2 Subordinated Unsecured 2.80% Fixed/Floating Debentures due 2033. From November 21, 2028, interest is payable at 0.69% over CDOR. Between November 21, 2026 and November 21, 2028, the redemption price is the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.285%.

⁽¹³⁾ Series 2021-3 Subordinated Unsecured 3.15% Fixed/Floating Debentures due 2036. From November 18, 2031, interest is payable at 0.91% over CDOR. Between November 18, 2026 and November 18, 2031, the redemption price is the greater of par and a price based on the yield of a corresponding Government of Canada bond plus 0.335%.

⁽¹⁴⁾ Subject to contractual terms requiring us to redeem the underlying securities, in full, if the closing of the DentaQuest acquisition does not occur.

Fair value is determined based on quoted market prices for identical or similar instruments. When quoted market prices are not available, fair value is determined from observable market data by dealers that are typically the market makers. The fair value is categorized in Level 2 of the fair value hierarchy.

Interest expense on subordinated debt was $141 and $131 for 2021 and 2020, respectively.

170 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

 15. Share Capital

The authorized share capital of SLF Inc. consists of the following:

• An unlimited number of common shares without nominal or par value. Each common share is entitled to one vote at meetings of the shareholders of SLF Inc. There are no pre-emptive, redemption, purchase, or conversion rights attached to the common shares.

• An unlimited number of Class A and Class B non-voting shares, issuable in series. The Board is authorized before issuing the shares, to fix the number, the consideration per share, the designation of, and the rights and restrictions of the Class A and Class B shares of each series, subject to the special rights and restrictions attached to all the Class A and Class B shares. The Board has authorized 14 series of Class A non-voting preferred shares, 8 of which are outstanding.

The common and preferred shares of SLF Inc. qualify as capital for Canadian regulatory purposes. See Note 21.

Dividends and Restrictions on the Payment of Dividends

Under the Insurance Companies Act (Canada), SLF Inc. and Sun Life Assurance are each prohibited from declaring or paying a dividend on any of its shares if there are reasonable grounds for believing that it is, or by paying the dividend would be, in contravention of: (i) the requirement that it maintains adequate capital and adequate and appropriate forms of liquidity, (ii) any regulations under the Insurance Companies Act (Canada) in relation to capital and liquidity, and (iii) any order by which OSFI directs it to increase its capital or provide additional liquidity.

SLF Inc. and Sun Life Assurance have each covenanted that, if a distribution is not paid when due on any outstanding SLEECS issued by SLCT I, then (i) Sun Life Assurance will not pay dividends on its public preferred shares, if any are outstanding, and (ii) if Sun Life Assurance does not have any public preferred shares outstanding, then SLF Inc. will not pay dividends on its preferred shares or common shares, in each case, until the 12th month following the failure to pay the required distribution in full, unless the required distribution is paid to the holders of SLEECS. Public preferred shares means preferred shares issued by Sun Life Assurance which: (a) have been issued to the public (excluding any preferred shares held beneficially by affiliates of Sun Life Assurance); (b) are listed on a recognized stock exchange; and (c) have an aggregate liquidation entitlement of at least $200. As at December 31, 2021, Sun Life Assurance did not have outstanding any shares that qualify as public preferred shares.

The terms of SLF Inc.‘s outstanding preferred shares provide that for so long as Sun Life Assurance is a subsidiary of SLF Inc., no dividends on such preferred shares are to be declared or paid if Sun Life Assurance’s minimum regulatory capital ratio falls below the applicable threshold.

In addition, under the terms of SLF Inc.‘s outstanding preferred shares, SLF Inc. cannot pay dividends on its common shares without the approval of the holders of those preferred shares unless all dividends on the preferred shares for the last completed period for which dividends are payable have been declared and paid or set apart for payment.

Currently, the above limitations do not restrict the payment of dividends on SLF Inc.‘s preferred or common shares.

The declaration and payment of dividends on SLF Inc.‘s shares are at the sole discretion of the Board of Directors and will be dependent upon our earnings, financial condition and capital requirements. Dividends may be adjusted or eliminated at the discretion of the Board on the basis of these or other considerations.

15. A Common Shares

Changes in common shares issued and outstanding for the years ended December 31 were as follows:

	2021				2020
Common shares (in millions of shares)	Number of shares		Amount		Number of shares			Amount
Balance, beginning of period		585.1	$	8,262		587.8		$	8,289
Stock options exercised (Note 19)		0.9		43		0.8			23
Common shares purchased for cancellation		—		—		(3.5	)		(50	)
Balance, end of period		586.0	$	8,305		585.1		$	8,262

On August 14, 2019, SLF Inc. launched a normal course issuer bid to purchase and cancel up to 15 million common shares of SLF Inc. (“common shares”) between August 14, 2019 and August 13, 2020 (the “2019 NCIB”) and implemented an automatic repurchase plan with its designated broker in order to facilitate purchases of common shares under such bid.

On March 13, 2020, OSFI set the expectation for all federally regulated financial institutions that dividend increases and share buybacks should be halted until further notice. On November 4, 2021, OSFI lifted the restriction to halt dividend increases and share buy backs.

On August 13, 2020, the 2019 NCIB expired and was not renewed. Under this program, SLF Inc. purchased and cancelled approximately 3.5 million common shares at an average price per share of $56.86 for a total amount of $200. The total amount paid to purchase the shares is allocated to Common shares based on the average cost per common share and amounts paid above the average cost are allocated to Retained earnings.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 171

15.B Preferred Shares and Other Equity Instruments

On June 30, 2021, SLF Inc. issued $1,000 principal amount of 3.60% Limited Recourse Capital Notes Series 2021-1 Subordinated Debentures (“Series 2021-1 Notes”), maturing on June 30, 2081. The Series 2021-1 Notes bear interest at a fixed rate of 3.60% payable semi-annually, until June 30, 2026. On June 30, 2026 and every five years thereafter until June 30, 2076, the interest rate on the Series 2021-1 Notes will be reset at an interest rate equal to the five-year Government of Canada yield as defined in the prospectus, plus 2.604%. The net proceeds will be used for general corporate purposes, which may include investments in subsidiaries, repayment of indebtedness and other strategic investments.

In connection with the issuance of the Series 2021-1 Notes, SLF Inc. issued 1 million Class A Non-Cumulative Rate Reset Preferred Shares Series 14 (the “Series 14 Shares”) to be held by Computershare Trust Company of Canada as trustee of a newly formed trust (the “Limited Recourse Trust”). The Series 14 Shares are eliminated on SLF Inc.‘s Consolidated Statements of Financial Position while being held within the Limited Recourse Trust. In case of non-payment of interest on or principal of the Series 2021-1 Notes when due, the recourse of each noteholder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets, which will consist of Series 14 Shares except in limited circumstances. Holders of Series 14 Shares are entitled to receive non-cumulative preferential cash dividends on a semi-annual basis, as and when declared by the Board of Directors.

On September 29, 2021, SLF Inc. redeemed all of the $400 principal amount of Class A Non-Cumulative Preferred Shares Series 1 issued on February 25, 2005 and all of the $325 principal amount of Class A Non-Cumulative Preferred Shares Series 2 issued on July 15, 2005, in accordance with the terms attached to the two series of preferred shares. The redemptions were funded from existing cash and other liquid assets in SLF Inc.

On September 30, 2021, 0.5 million of the 6.9 million Class A Non-cumulative Rate Reset Preferred Shares Series 10R (the “Series 10R Shares”) were converted into Class A Non-cumulative Floating Rate Preferred Shares 11QR (the “Series 11QR Shares”) on a one-for-one basis and 0.4 million of the 1.1 million Series 11QR were converted into Series 10R on a one-for-one basis. As a result, as of September 30, 2021, SLF Inc. has approximately 6.8 million Series 10R Shares and 1.2 million Series 11QR Shares issued and outstanding.

On December 31, 2021, SLF Inc. redeemed all of the $300 Class A Non-Cumulative Rate Reset Preferred Shares Series 12R issued on November 10, 2011, in accordance with the terms attached to the series of preferred shares. The redemptions were funded from existing cash and other liquid assets in SLF Inc.

On June 30, 2020, 0.1 million of the 5.2 million Class A Non-cumulative Rate Reset Preferred Shares Series 8R (the “Series 8R Shares”) were converted into Class A Non-cumulative Floating Rate Preferred Shares Series 9QR (the “Series 9QR Shares”) on a one-for-one basis and 1.1 million of the 6.0 million Series 9QR Shares were converted into Series 8R Shares on a one-for-one basis. As a result, as of June 30, 2020, SLF Inc. has approximately 6.2 million Series 8R Shares and 5.0 million Series 9QR Shares issued and outstanding.

Further information on the preferred shares outstanding, as at December 31, 2021, is as follows:

(in millions of shares)	Issue date	Annual dividend rate			Annual dividend per share			Earliest par call or redemption date(1)	Number of shares		Face amount		Net amount(2)
Class A Preferred Shares
Series 3	January 13, 2006		4.45%		$	1.11		Any time		10.0		250		245
Series 4	October 10, 2006		4.45%		$	1.11		Any time		12.0		300		293
Series 5	February 2, 2007		4.50%		$	1.13		Any time		10.0		250		245
Series 8R(3)	May 25, 2010		1.825%	(3)	$	0.46		June 30, 2025(4)		6.2		155		152
Series 9QR(5)	June 30, 2015		Floating	(6)		Floating		June 30, 2025(7)		5.0		125		122
Series 10R(3)	August 12, 2011		2.967%	(3)	$	0.72	(8)	September 30, 2026(4)		6.8		171		167
Series 11QR(5)	September 30, 2016		Floating	(6)		Floating		September 30, 2026(7)		1.2		29		28
Other Equity Instruments
Series 2021-1(9)	June 30, 2021		3.600%			n/a		June 30, 2026		1.0		1,000		987
Total preferred shares and other equity instruments										52.2	$	2,280	$	2,239

⁽¹⁾ Redemption of all preferred shares and other equity instruments is subject to regulatory approval.

⁽²⁾ Net of after-tax issuance costs.

⁽³⁾ On the earliest redemption date and every five years thereafter, the dividend rate will reset to an annual rate equal to the 5-year Government of Canada bond yield plus a spread specified for each series. The specified spread for Class A shares is: Series 8R - 1.41% and Series 10R - 2.17%. On the earliest redemption date and every five years thereafter, holders will have the right, at their option, to convert their shares into the series that is one number higher than their existing series.

⁽⁴⁾ Redeemable on the redemption date and every five years thereafter, in whole or in part, at $25.00 per share.

⁽⁵⁾ On the earliest redemption date and every five years thereafter, holders will have the right, at their option, to convert those shares into the series that is one number lower than their existing series.

⁽⁶⁾ Holders are entitled to receive quarterly floating rate non-cumulative dividends at an annual rate equal to the then 3-month Government of Canada treasury bill yield plus a spread specified for each series. The specified spread for Class A shares is: Series 9QR - 1.41% and Series 11QR - 2.17%.

⁽⁷⁾ Redeemable on the redemption date and every five years thereafter, in whole or in part, at $25.00 per share, and on any other date at $25.50 per share.

⁽⁸⁾ The annual dividend per share in the table above is the amount paid per share in 2021.

⁽⁹⁾ On the earliest redemption date and every five years thereafter, the interest rate will reset to an annual rate equal to the Government of Canada bond yield plus 2.604%.

172 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

 16. Interests in Other Entities

16. A Subsidiaries

Our principal subsidiaries are Sun Life Assurance and Sun Life Global Investments Inc. Sun Life Assurance is our principal operating insurance company and holds our insurance operations in Canada, the U.S., the UK, the Philippines, Hong Kong, Indonesia and Vietnam. These insurance operations are operated directly by Sun Life Assurance or through other subsidiaries. Sun Life Global Investments Inc. is a non-operating holding company that holds our asset management businesses, including MFS and the group of companies under SLC Management.

We are required to comply with various regulatory capital and solvency requirements in the jurisdictions in which we operate that may restrict our ability to access or use the assets of the group and to pay dividends. Further details on these restrictions are included in Notes 15 and 21.

16.B Joint Ventures and Associates

We have interests in various joint ventures and associates that principally operate in India, Malaysia, China, and the Philippines. We also have interests in joint ventures related to certain real estate investments in Canada. Our interests in these joint ventures and associates range from 24.99% to 50.00%. The following table summarizes, in aggregate, the financial information of these joint ventures and associates:

As at or for the years ended December 31,	2021			2020
Carrying amount of interests in joint ventures and associates	$	1,652		$	1,579
Our share of:
Net income (loss)		122			51
Other comprehensive income (loss)		(14	)		(9	)
Total comprehensive income (loss)	$	108		$	42

On October 12, 2021, our India joint venture, Aditya Birla Sun Life AMC Limited (“ABSLAMC”) completed an Initial Public Offering (“IPO”). As a result of the IPO, our ownership interest was reduced by 12.5% and we generated gross proceeds of $430, which included a realized gain of $362 (post-tax $297). After the IPO, we retained ownership of the listed entity of 36.5%. We also reclassified $9 of accumulated OCI to net income as part of this transaction.

In 2021, we increased our investment in our joint ventures and associates by $29 ($1 in 2020), primarily in Canada. During 2021, we received dividends and other proceeds relating to our joint ventures and associates of $382, which includes the net cash proceeds from the ABSLAMC transaction ($29 of dividends in 2020). We also incurred rental expenses of $17 ($17 in 2020) related to leases with our joint ventures and associates, with the remaining future rental payments payable to our joint ventures and associates totaling $182 over 11 years.

16.C Joint Operations

We invest jointly in investment properties and owner-occupied properties which are co-managed under contractual relationships with the other investors. We share in the revenues and expenses generated by these properties in proportion to our investment. The carrying amount of these jointly controlled assets, which is included in Investment properties and in Other Assets for owner-occupied properties, is $2,185 as at December 31, 2021 ($1,802 as at December 31, 2020). The fair value of these jointly controlled assets is $2,278 as at December 31, 2021 ($1,892 as at December 31, 2020).

16.D Unconsolidated Structured Entities

SLF Inc. and its subsidiaries have interests in various structured entities that are not consolidated by us. A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. We have an interest in a structured entity when we have a contractual or non-contractual involvement that exposes us to variable returns from the performance of the entity. Our interest includes investments held in securities or units issued by these entities and fees earned from management of the assets within these entities.

Notes to the Consolidated Financial Statements Sun Life Financial Inc.       Annual Report 2021 173

Information on our interests in unconsolidated structured entities is as follows:

As at December 31,					2021				2020
Type of structured entity	Type of investment held		Consolidated Statements of Financial Position line item		Carrying amount		Maximum exposure to loss(1)		Carrying amount		Maximum exposure to loss(1)
Securitization entities - third-party managed		Debt securities		Debt securities	$	9,057	$	9,057	$	8,805	$	8,805
Securitization entities - third-party managed		Short-term securities		Cash, cash equivalents and short-term securities	$	1,084	$	1,084	$	1,115	$	1,115
Investment funds - third-party managed		Investment fund units		Equity securities	$	7,411	$	7,411	$	5,102	$	5,102
Investment funds - company managed(2)		Investment fund units and Limited partnership units		Equity securities and Other invested assets	$	2,978	$	2,978	$	2,299	$	2,299
Limited partnerships - third-party managed		Limited partnership units		Other invested assets	$	2,391	$	2,391	$	1,842	$	1,842

⁽¹⁾ The maximum exposure to loss is the maximum loss that we could record through comprehensive income as a result of our involvement with these entities.

⁽²⁾ Includes investments in funds managed by our joint ventures with a carrying amount of $156 ($155 in 2020).

16.D.i Securitization Entities

Securitization entities are structured entities that are generally financed primarily through the issuance of debt securities that are backed by a pool of assets, such as mortgages or loans.

Third-Party Managed

Our investments in third-party managed securitization entities consist of asset-backed securities, such as commercial mortgage-backed securities, residential mortgage-backed securities, collateralized debt obligations (“CDOs”), and commercial paper. These securities are generally large-issue debt securities designed to transform the cash flows from a specific pool of underlying assets into tranches providing various risk exposures for investment purposes. We do not provide financial or other support to these entities other than our original investment and therefore our maximum exposure to loss on these investments is limited to the carrying amount of our investment. We do not have control over these investments since we do not have power to direct the relevant activities of these entities, regardless of the level of our investment.

Company Managed

We provide collateral management services to various securitization entities, primarily CDOs, from which we earn a fee for our services. The financial support provided to these entities is limited to the carrying amount of our investment in these entities. We provide no guarantees or other contingent support to these entities. We have not consolidated these entities since we do not have significant variability from our interests in these entities and we do not have any investment in these entities.

16.D.ii Investment Funds and Limited Partnerships

Investment funds and limited partnerships are investment vehicles that consist of a pool of funds collected from a group of investors for the purpose of investing in assets such as money market instruments, debt securities, equity securities, real estate, and other similar assets. The preceding table includes our investments in all investment funds, including mutual funds, exchange-traded funds, and segregated funds, and our investments in certain limited partnerships. Some of these investment funds and limited partnerships are structured entities. For all investment funds and limited partnerships, our maximum exposure to loss is equivalent to the carrying amount of our investment in the fund or partnership. Investment funds and limited partnerships are generally financed through the issuance of investment fund units or limited partnership units.

Third-Party Managed

We hold units in investment funds and limited partnerships managed by third-party asset managers. Our investments in fund units and limited partnership units generally give us an undivided interest in the investment performance of a portfolio of underlying assets managed or tracked to a specific investment mandate for investment purposes. We do not have control over investment funds or limited partnerships that are structured entities since we do not have power to direct their relevant activities.

Company Managed

We hold units in Company managed investment funds and limited partnerships. We generally have power over Company managed investment funds and limited partnerships that are structured entities since we have power to direct the relevant activities of the funds and limited partnerships. However, we have not consolidated these funds and limited partnerships since we do not have significant variability from our interests in these funds and limited partnerships. We earn management fees from the management of these investment funds and limited partnerships that are commensurate with the services provided and are reported in Fee income. Management fees are generally based on the value of the assets under management. Therefore, the fees earned are impacted by the composition of the assets under management and fluctuations in financial markets. The fee income earned is included in Fund management and other asset based fees in Note 17. We also hold units in investment funds and limited partnerships managed by our joint ventures. Our share of the management fees earned is included as part of the Net income (loss) reported in Note 16.B.

16.E Consolidated Structured Entities

We control and consolidate structured entities related to the CLOs described in more detail in Note 5.A.i. and an investment fund managed by SLC Management that invests primarily in investment properties.

174 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

 17. Fee Income

Fee income for the years ended December 31 consists of the following:

	2021		2020
Fee income from insurance contracts	$	1,175	$	1,059
Fee income from service contracts:
Distribution fees		959		858
Fund management and other asset-based fees		4,981		4,180
Administrative service and other fees		887		784
Total fee income	$	8,002	$	6,881

Distribution fees and Fund management and other asset-based fees are primarily earned in the Asset Management segment. Administrative service and other fees are primarily earned in the Canada segment. The fee income by business segment is presented in Note 4.

 18. Operating Expenses, Commissions, and Premium Taxes

Operating expenses, commissions and premium taxes for the years ended December 31 consist of the following⁽¹⁾:

	2021		2020
Operating expenses:
Employee expenses(2)	$	5,102	$	4,445
Premises and equipment		182		158
Capital asset depreciation		245		250
Service fees		1,101		946
Amortization of intangible assets (Note 9)		193		156
Impairment of intangible assets (Note 9)		9		11
Other expenses		1,747		1,435
Operating expenses	$	8,579	$	7,401
Commissions		2,809		2,612
Premium taxes		429		428
Total operating expenses, commissions and premium taxes	$	11,817	$	10,441

⁽¹⁾ Reflects a change in presentation to aggregate total operating expenses, commissions and premium taxes. We have updated the prior period to reflect this change in presentation.

⁽²⁾ See table below for further details.

Employee expenses for the years ended December 31 consist of the following:

	2021		2020
Salaries, bonus, employee benefits	$	4,320	$	3,879
Share-based payments (Note 19)		757		540
Other personnel costs		25		26
Total employee expenses	$	5,102	$	4,445

 19. Share-Based Payments

19.A Stock Option Plans

SLF Inc. has granted stock options to eligible employees under the Executive Stock Option Plan. These options are granted at the closing price of the common shares on the Toronto Stock Exchange (“TSX”) on the grant date. The options granted under the stock option plans vest over a four-year period. All options have a maximum exercise period of 10 years. The maximum number of common shares that may be issued under the Executive Stock Option Plan is 29,525,000 shares.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 175

The activities in the stock option plans for the years ended December 31 are as follows:

	2021				2020
	Number of stock options (thousands)		Weighted average exercise price		Number of stock options (thousands)			Weighted average exercise price
Balance, January 1,		3,173		$      49.65		3,074			$      42.36
Granted		769		$      63.39		730			$      61.88
Exercised		(900)		$      40.44		(631	)		$      28.29
Balance, December 31,		3,042		$      55.85		3,173			$      49.65
Exercisable, December 31,		1,223		$      50.22		1,537			$      42.87

The average share price at the date of exercise of stock options for the year ended December 31, 2021 was $64.86 ($57.21 for 2020).

Compensation expense for stock options was $6 for the year ended December 31, 2021 ($4 for 2020).

The stock options outstanding as at December 31, 2021, by exercise price, are as follows:

Range of exercise prices	Number of stock options (thousands)		Weighted average remaining contractual life (years)		Weighted average exercise price
$18.00 to $24.00		11		0.16		$      21.53
$35.01 to $45.00		245		3.06		$      39.71
$45.01 to $65.84		2,786		6.73		$      57.41
Total stock options		3,042		6.41		$      55.85

The weighted average fair values of the stock options, calculated using the Black-Scholes option pricing model, granted during the year ended December 31, 2021 was $8.73 ($5.99 for 2020). The Black-Scholes option pricing model used the following assumptions to determine the fair value of options granted during the years ending December 31:

Weighted average assumptions	2021		2020
Risk-free interest rate		0.9%		1.2%
Expected volatility		24.9%		19.2%
Expected dividend yield		4.0%		4.0%
Expected life of the option (in years)		6.3		6.3
Exercise price	$	63.39	$	61.88

Expected volatility is based on historical volatility of the common shares, implied volatilities from traded options on the common shares, and other factors. The expected term of options granted is derived based on historical employee exercise behaviour and employee termination experience. The risk-free rate for periods within the expected term of the option is based on the Canadian government bond yield curve in effect at the time of grant.

19.B Employee Share Ownership Plan

In Canada, we match eligible employees’ contributions to the Sun Life Financial Employee Stock Plan. Employees may elect to contribute from 1% to 20% of their target annual compensation to the Sun Life Financial Employee Stock Plan. Under this plan the match is provided for employees who have met one year of employment eligibility and is equal to 50% of the employee’s contributions up to 5% of an employee’s annual compensation. The match is further capped by a one thousand five hundred dollar annual maximum. Our contributions vest immediately and are expensed.

In the U.S., the Sun Life Financial U.S. Employee Stock Purchase Plan allows eligible employees to buy shares of SLF Inc. at a 10% discount at the end of six-month offering periods. Under this plan, employees who enroll can contribute from 1% to 10% of their base salary. At the end of each period, accumulated employee amounts are used to purchase stock, with the Company financing the 10% discount. The total annual contribution, including the company discount, is limited to U.S. twenty-five thousand dollars based on its fair market value on the offering date.

We recorded an expense of $9 for the year ended December 31, 2021 ($9 for 2020).

19.C Other Share-Based Payment Plans

All other share-based payment plans use notional units that are valued based on the common share price on the TSX. Any fluctuation in the common share price changes the value of the units, which affects our share-based payment compensation expense. Upon redemption of these units, payments are made to the employees with a corresponding reduction in the accrued liability. We use equity swaps and forwards to hedge our exposure to variations in cash flows due to changes in the common share price for all of these plans.

176 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Details of these plans are as follows:

Senior Executives’ Deferred Share Unit (“DSU”) Plan: Under the DSU plan, designated executives may elect to receive all or a portion of their short-term incentive award in the form of DSUs. Each DSU is equivalent in value to one common share and earns dividend equivalents in the form of additional DSUs at the same rate as the dividends on common shares. The designated executives must elect to participate in the plan prior to the beginning of the plan year and this election is irrevocable. Awards generally vest immediately; however, participants are not permitted to redeem the DSUs until after termination, death, or retirement. The value at the time of redemption will be based on the fair value of the common shares immediately before their redemption.

Sun Share Unit (“Sun Share”) Plan: Under the Sun Share plan, participants are granted units that are equivalent in value to one common share and have a grant price equal to the average of the closing price of a common share on the TSX on the five trading days immediately prior to the date of grant. Participants generally hold units for up to 36 months from the date of grant. The units earn dividend equivalents in the form of additional units at the same rate as the dividends on common shares. Under this plan, some units are performance-based that may vest or become payable if we meet specified threshold performance targets. The plan provides for performance factors to motivate participants to achieve a higher return for shareholders (performance factors are determined through a multiplier that can be as low as zero or as high as two times the number of units that vest). Payments to participants are based on the number of units vested multiplied by the average closing price of a common share on the TSX on the five trading days immediately prior to the vesting date.

Additional information for other share-based payment plans: The units outstanding under these plans and the liabilities recognized for these units in our Consolidated Statements of Financial Position are summarized in the following table:

Number of units (in thousands)	Sun Shares		DSUs		Total
Units outstanding December 31, 2021		4,817		929		5,746
Units outstanding December 31, 2020		4,971		860		5,831
Liability accrued as at December 31, 2021	$	314	$	63	$	377
Liability accrued as at December 31, 2020	$	258	$	48	$	306

Compensation expense and the Income tax expense (benefit) for other share-based payment plans for the years ended December 31 are shown in the following table. Since expenses for the DSUs are accrued as part of incentive compensation in the year awarded, the expenses below do not include these accruals. The expenses presented in the following table include increases in the liabilities for Sun Shares and DSUs due to changes in the fair value of the common shares and the accruals of the Sun Shares liabilities over the vesting period, and exclude any adjustment in expenses due to the impact of hedging.

For the years ended December 31,	2021			2020
Compensation expense	$	213		$	140
Income tax expense (benefit)	$	(54	)	$	(34	)

19.D Share-Based Payment Plans of MFS

Share-based payment awards within MFS are based on their own shares. Restricted share awards and stock option awards are settled in MFS shares and restricted stock unit awards are settled in cash. Restricted share awards, restricted stock unit awards, and stock option awards generally vest over a four-year period and continued employment is generally the only service requirement for these awards. Holders of restricted share awards and restricted stock unit awards are entitled to receive non-forfeitable dividend equivalent payments during the vesting period at the same rate as the dividends on MFS’s shares.

Although restricted share awards and stock option awards are settled in shares, all of the MFS share-based awards, including outstanding MFS shares, are accounted for as cash-settled share-based payment awards due to the fact that MFS has a practice of repurchasing its outstanding shares after a specified holding period.

The fair value of stock option awards is determined using the Black-Scholes option pricing model, while the fair value of restricted share awards, restricted stock unit awards, and outstanding MFS shares are estimated using a market consistent share valuation model. The amount of periodic compensation expense recognized is impacted by grants of new awards, vesting, exercise, and forfeiture of unvested awards, share repurchases, changes in fair value of awards, and outstanding MFS shares. The total liability accrued attributable to all MFS share-based payment plans as at December 31, 2021 was $1,088 ($902 as at December 31, 2020) which includes a liability of $848 ($713 as at December 31, 2020) for the restricted shares and outstanding MFS shares. There were no stock options outstanding at December 31, 2021 and December 31, 2020.

Compensation expense and the Income tax expense (benefit) for these awards for the years ended December 31 are shown in the following table:

For the years ended December 31,	2021			2020
Compensation expense	$	529		$	387
Income tax expense (benefit)	$	(79	)	$	(64	)

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 177

 20. Income Taxes

20.A Deferred Income Taxes

The following represents the deferred tax assets and liabilities in the Consolidated Statements of Financial Position:

As at December 31,	2021		2020
Deferred tax assets(1)	$	1,848	$	1,634
Deferred tax liabilities(1)		322		383
Net deferred tax asset	$	1,526	$	1,251

⁽¹⁾ Our deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity and the same taxation authority.

The movement in net deferred tax assets for the years ended December 31, are as follows:

	Investments			Policy liabilities(1)		Deferred acquisition costs			Losses available for carry forward		Pension and other employee benefits			Other(2)			Total
As at December 31, 2020	$	(1,240	)	$	1,621	$	82		$	708	$	322		$	(242	)	$	1,251
Charged to statement of operations		53			48		(9	)		125		(14	)		(7	)		196
Charged to other comprehensive income		25			30		—			17		9			4			85
Foreign exchange rate movements and Other		(16	)		28		1			3		(16	)		(6	)		(6	)
As at December 31, 2021	$	(1,178	)	$	1,727	$	74		$	853	$	301		$	(251	)	$	1,526

⁽¹⁾ Consists of Insurance contract liabilities and Investment contract liabilities, net of Reinsurance assets.

⁽²⁾ Includes unused tax credits.

	Investments			Policy liabilities(1)		Deferred acquisition costs			Losses available for carry forward			Pension and other employee benefits			Other(2)			Total
As at December 31, 2019	$	(1,040	)	$	1,121	$	83		$	697		$	338		$	(150	)	$	1,049
Acquisitions (disposals) through business combinations		—			—		—			—			—			(67	)		(67	)
Charged to statement of operations		(149	)		494		—			62			(5	)		(31	)		371
Charged to other comprehensive income		(54	)		—		—			(50	)		(8	)		—			(112	)
Charged to equity, other than other comprehensive income		—			—		—			(1	)		—			—			(1	)
Foreign exchange rate movements and Other		3			6		(1	)		—			(3	)		6			11
As at December 31, 2020	$	(1,240	)	$	1,621	$	82		$	708		$	322		$	(242	)	$	1,251

⁽¹⁾ Consists of Insurance contract liabilities and Investment contract liabilities, net of Reinsurance assets.

⁽²⁾ Includes unused tax credits.

We have accumulated non-capital tax losses, primarily in Canada, the UK, Indonesia and Vietnam, totaling $3,758 ($3,382 in 2020). The benefit of these tax losses has been recognized to the extent that it is probable that the benefit will be realized. In addition, we have net capital losses of $7 ($19 in 2020) in the U.S. and $13 in Canada ($nil in 2020) for which a deferred tax asset of $3 ($4 in 2020) has been recognized. Unused tax losses for which a deferred tax asset has not been recognized amount to $499 as of December 31, 2021 ($587 in 2020) primarily in the UK, Indonesia and Vietnam. We also have capital losses of $452 in the UK ($460 in 2020) and $178 in Canada ($169 in 2020) for which a deferred tax asset of $137 ($110 in 2020) has not been recognized.

We will realize the benefit of tax losses carried forward in future years through a reduction in current income taxes as and when the losses are utilized. These tax losses are subject to examination by various tax authorities and could be reduced as a result of the adjustments to tax returns. Furthermore, legislative, business or other changes may limit our ability to utilize these losses.

Included in the deferred tax asset related to losses available for carry forward are tax benefits that have been recognized on losses incurred in either the current or the preceding year. In determining if it is appropriate to recognize these tax benefits, we rely on projections of future taxable profits, and we also consider tax planning opportunities that will create taxable income in the period in which the unused tax losses can be utilized.

The non-capital losses carried forward in Canada expire beginning in 2030 and the capital losses can be carried forward indefinitely. The operating and capital losses in the UK can be carried forward indefinitely. The non-capital losses in Indonesia and Vietnam can be carried forward five years. The capital losses in the U.S. can be carried forward five years and expire beginning in 2024.

We recognize a deferred tax liability on all temporary differences associated with investments in subsidiaries, branches, joint ventures and associates unless we are able to control the timing of the reversal of these differences and it is probable that these differences will not reverse in the

178 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

foreseeable future. As at December 31, 2021, temporary differences associated with investments in subsidiaries, branches, joint ventures and associates for which a deferred tax liability has not been recognized amount to $5,452 ($5,299 in 2020).

20.B Income Tax Expense (Benefit)

20.B.i In our Consolidated Statements of Operations, Income tax expense (benefit) for the years ended December 31 has the following components:

	2021			2020
Current income tax expense (benefit):
Current year	$	964		$	859
Adjustments in respect of prior years, including resolution of tax disputes		(41	)		7
Total current income tax expense (benefit)		923			866
Deferred income tax expense (benefit):
Origination and reversal of temporary differences		(204	)		(435	)
Adjustments in respect of prior years, including resolution of tax disputes		(8	)		48
Tax expense (benefit) arising from unrecognized tax losses		6			15
Tax rate and other legislative changes		10			1
Total deferred income tax expense (benefit)		(196	)		(371	)
Total income tax expense (benefit)	$	727		$	495

20.B.ii Income tax benefit (expense) recognized directly in equity for the years ended December 31:

	2021		2020
Recognized in other comprehensive income:
Current income tax benefit (expense)	$	3	$	(2	)
Deferred income tax benefit (expense)		85		(112	)
Total recognized in other comprehensive income		88		(114	)
Recognized in equity, other than other comprehensive income:
Deferred income tax benefit (expense)		—		(1	)
Total income tax benefit (expense) recorded in equity, including tax benefit (expense) recorded in Other comprehensive income	$	88	$	(115	)

20.B.iii Our effective income tax rate differs from the combined Canadian federal and provincial statutory income tax rate as follows:

For the years ended December 31,	2021						2020
				%						%
Total net income (loss)	$	4,370					$	2,792
Add: Income tax expense (benefit)		727						495
Total net income (loss) before income taxes	$	5,097					$	3,287
Taxes at the combined Canadian federal and provincial statutory income tax rate	$	1,338			26.3		$	871			26.5
Increase (decrease) in rate resulting from:
Higher (lower) effective rates on income subject to taxation in foreign jurisdictions		(231	)		(4.5	)		(218	)		(6.6	)
Tax-exempt investment (income) loss		(345	)		(6.8	)		(253	)		(7.7	)
Adjustments in respect of prior periods, including resolution of tax disputes		(49	)		(1.0	)		55			1.7
Tax (benefit) cost of unrecognized tax losses and tax credits		6			0.1			15			0.5
Tax rate and other legislative changes		10			0.2			1			—
Other		(2	)		—			24			0.7
Total income tax expense (benefit) and effective income tax rate	$	727			14.3		$	495			15.1

Due to an enacted corporate tax rate change in the province of Alberta, our statutory tax rate decreased from 26.5% to 26.25% (rounded to 26.3% in the table above) on January 1, 2021.

Tax-exempt investment (income) loss includes tax rate differences related to various types of investment income or losses that are taxed at rates lower than our statutory income tax rate. Examples include, but are not limited to, dividend income, capital gains arising in Canada and changes in market values including those resulting from fluctuations in foreign exchange rates.

Statutory income tax rates in other jurisdictions in which we conduct business range from 0% to 25%, which creates a tax rate differential and corresponding tax provision difference compared to the Canadian federal and provincial statutory rate when applied to foreign income not subject to tax in Canada. Generally, higher earnings in jurisdictions with higher statutory tax rates result in an increase of our tax expense, while earnings arising in tax jurisdictions with statutory rates lower than 26.25% reduce our tax expense. These differences are reported in Higher (lower) effective

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 179

rates on income subject to taxation in foreign jurisdictions. The benefit reported in 2021 included higher income in jurisdictions with low statutory income tax rates compared to 2020.

Adjustments in respect of prior periods, including the resolution of tax disputes, relate mainly to the resolution of Canadian tax matters and the finalization of the prior year’s Canadian and U.S. tax filings in 2021. In 2020, it related to the finalization of the prior year’s Canadian and U.S. tax filings.

Tax (benefit) cost of unrecognized tax losses and tax credits reflects unrecognized losses in Asia.

Tax rate and other legislative changes includes a remeasurement of our deferred tax balances in the UK due to an enacted corporate tax rate increase from 19% to 25%, which takes effect April 1, 2023. In 2020, Tax rate and other legislative changes included a remeasurement of our deferred tax balances in the UK due to the reversal of an enacted future corporate tax rate reduction, which was partially offset by the remeasurement of our deferred tax balances in Canada due to an enacted corporate tax rate reduction in the province of Alberta.

Other primarily reflects withholding taxes on distributions from our foreign subsidiaries, the benefit relating to investments in joint ventures in Asia, and the impact of taxable income attributable to NCI.

 21. Capital Management

Our capital base is structured to exceed minimum regulatory and internal capital targets and maintain strong credit and financial strength ratings, while maintaining a capital efficient structure. We strive to achieve an optimal capital structure by balancing the use of debt and equity financing. Capital is managed both on a consolidated basis under the principles that consider all the risks associated with the business, as well as at the business group level under the principles appropriate to the jurisdiction in which each operates. We manage the capital for all of our international subsidiaries on a local statutory basis in a manner commensurate with their individual risk profiles.

The Board of Directors of SLF Inc. is responsible for the annual review and approval of the Company’s capital plan and capital risk policy. Management oversight of our capital programs and position is provided by the Company’s Executive Risk Committee, the membership of which includes senior management from the finance, actuarial, and risk management functions.

We engage in a capital planning process annually in which capital deployment options, fundraising, and dividend recommendations are presented to the Risk Committee of the Board of Directors. Capital reviews are regularly conducted which consider the potential impacts under various business, interest rate, and equity market scenarios. Relevant components of these capital reviews, including dividend recommendations, are presented to the Risk Committee on a quarterly basis. The Board of Directors is responsible for the approval of the dividend recommendations.

The capital risk policy is designed to ensure that adequate capital is maintained to provide the flexibility necessary to take advantage of growth opportunities, to support the risks associated with our businesses and to optimize return to our shareholders. This policy is also intended to provide an appropriate level of risk management over capital adequacy risk, which is defined as the risk that capital is not or will not be sufficient to withstand adverse economic conditions, to maintain financial strength or to allow us and our subsidiaries to support ongoing operations and to take advantage of opportunities for expansion. SLF Inc. manages its capital in a manner commensurate with its risk profile and control environment.

SLF Inc. is a non-operating insurance company and is subject to the LICAT guideline. As at December 31, 2021, SLF Inc.‘s LICAT ratio exceeded the regulatory minimum target as set out by the Office of the Superintendent of Financial Institutions (“OSFI”).

Sun Life Assurance, SLF Inc.‘s principal operating life insurance subsidiary in Canada, is also subject to the LICAT guideline. With a LICAT Ratio of 124% as at December 31, 2021, Sun Life Assurance’s LICAT Ratio is above OSFI’s Supervisory Target Total Ratio of 100% and minimum Total Ratio of 90%.

OSFI may intervene and assume control of a Canadian life insurance company if it deems the amount of available capital insufficient. Capital requirements may be adjusted by OSFI in the future, as experience develops or the risk profile of Canadian life insurers changes or to reflect other risks. Sun Life Assurance exceeded levels that would require regulatory or corrective action as at December 31, 2021 and December 31, 2020.

The Company’s regulated subsidiaries must comply with the capital adequacy requirements imposed in the jurisdictions in which they operate. In certain jurisdictions, the payment of dividends from our subsidiaries is subject to maintaining capital levels exceeding regulatory targets and/or receiving regulatory approval. We maintained capital levels above minimum local requirements as at December 31, 2021 and December 31, 2020.

In the U.S., Sun Life Assurance operates through a branch which is subject to U.S. regulatory supervision and it exceeded the levels under which regulatory action would be required as at December 31, 2021 and December 31, 2020. In the U.S., we use captive reinsurance arrangements to provide efficient financing of U.S. statutory reserve requirements in excess of those required under IFRS. Under two such arrangements, the funding of these reserve requirements is supported by a guarantee from SLF Inc.

180 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Our capital base consists mainly of common shareholders’ equity, preferred shareholders’ equity, participating policyholders’ equity, non-controlling interests’ equity and certain other capital securities that qualify as regulatory capital. For regulatory reporting purposes under the LICAT framework, there were further adjustments, including goodwill, non-life investments, and others as was prescribed by OSFI, to the total capital figure presented in the table below:

As at December 31,	2021		2020
Subordinated debt(1)	$	6,425	$	4,781
Innovative capital instruments(2)		200		200
Equity:
Preferred shares and other equity instruments		2,239		2,257
Common shareholders’ equity(3)		24,075		22,212
Participating policyholders’ equity		1,700		1,368
Non-controlling interests’ equity		59		25
Total capital	$	34,698	$	30,843

⁽¹⁾ Includes $2.0 billion of proceeds from the subordinated debt offerings completed in November 2021, of which $1.5 billion is subject to contractual terms requiring us to redeem the underlying securities, in full, if the closing of the DentaQuest acquisition does not occur. These amounts will not qualify as LICAT capital until the acquisition closes.

⁽²⁾ Innovative capital instruments are SLEECS issued by SLCT I (Note 13). SLCT I is not consolidated by us.

⁽³⁾ Common shareholders’ equity is equal to Total shareholders’ equity less Preferred shares and other equity instruments

 22. Segregated Funds

We have segregated fund products, including variable annuities, unit-linked products and universal life insurance policies, in Canada, the U.S., the UK, and Asia. Under these contracts, the benefit amount is contractually linked to the fair value of the investments in the particular segregated fund. Policyholders can select from a variety of categories of segregated fund investments. Although the underlying assets are registered in our name and the segregated fund contract holder has no direct access to the specific assets, the contractual arrangements are such that the segregated fund policyholder bears the risk and rewards of the funds’ investment performance. Therefore, net realized gains and losses, other net investment income earned, and expenses incurred on the segregated funds are attributable to policyholders and not to us. However, certain contracts include guarantees from us. We are exposed to equity market risk and interest rate risk as a result of these guarantees. Further details on these guarantees and our risk management activities related to these guarantees are included in the Risk Management section of the MD&A.

We derive fee income from segregated funds. Market value movements in the investments held for segregated fund holders impact the management fees earned on these funds.

The segregated fund types offered, by percentage of total investments for account of segregated fund holders, were within the following ranges as at December 31, 2021 and 2020:

Type of fund	%
Money market		1 to 5
Fixed income		5 to 10
Balanced		40 to 45
Equity		45 to 50

Money market funds include investments that have a term to maturity of less than one year. Fixed income funds are funds that invest primarily in investment grade fixed income securities and where less than 25% can be invested in diversified equities or high-yield bonds. Balanced funds are a combination of fixed income securities with a larger equity component. The fixed income component is greater than 25% of the portfolio. Equity consists primarily of broad-based diversified funds that invest in a well-diversified mix of Canadian, U.S. or global equities. Other funds in this category include low volatility funds, intermediate volatility funds, and high volatility funds.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 181

22. A Investments for Account of Segregated Fund Holders

The carrying value of investments held for segregated fund holders are as follows:

As at December 31,	2021		2020
Segregated and mutual fund units	$	125,944	$	111,789
Equity securities		9,963		9,733
Debt securities		3,410		3,874
Cash, cash equivalents and short-term securities		778		693
Investment properties		446		387
Mortgages		19		19
Other assets		141		140
Total assets	$	140,701	$	126,635
Less: Liabilities arising from investing activities		705		714
Total investments for account of segregated fund holders	$	139,996	$	125,921

22.B Changes in Insurance Contracts and Investment Contracts for Account of Segregated Fund Holders

Changes in insurance contracts and investment contracts for account of segregated fund holders are as follows:

For the years ended December 31,	2021			2020
Balance as at January 1	$	125,921		$	116,973
Additions to segregated funds:
Deposits		13,509			12,880
Net transfer (to) from general funds		(351	)		(1,825	)
Net realized and unrealized gains (losses)		9,516			5,643
Other investment income		6,558			4,275
Total additions	$	29,232		$	20,973
Deductions from segregated funds:
Payments to policyholders and their beneficiaries		12,966			10,618
Management fees		1,276			1,126
Taxes and other expenses		435			396
Foreign exchange rate movements		480			(115	)
Total deductions	$	15,157		$	12,025
Net additions (deductions)	$	14,075		$	8,948
Balance as at December 31	$	139,996		$	125,921

182 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

 23. Commitments, Guarantees and Contingencies

23.A Lease Commitments

We lease offices and certain equipment. These are operating leases with rents charged to operations in the year to which they relate. Total future rental payments for the remainder of these leases total $950 ($1,082 as at December 31, 2020). The future rental payments by year of payment are included in the MD&A as described in Note 6.

23.B Contractual Commitments

In the normal course of business, various contractual commitments are outstanding, which are not reflected in our Consolidated Financial Statements. In addition to loan commitments for debt securities and mortgages included in Note 6.A.i, we have equity, investment property, and property and equipment commitments. As at December 31, 2021, we had a total of $4,211 of contractual commitments outstanding ($3,583 as at December 31, 2020). The expected maturities of these commitments are included in the MD&A as described in Note 6.

23.C Letters of Credit

We issue commercial letters of credit in the normal course of business. As at December 31, 2021, we had credit facilities of $839 available for the issuance of letters of credit ($846 as at December 31, 2020), from which a total of $105 in letters of credit were outstanding ($122 as at December 31, 2020).

23.D Commission on Release

Commissions on Release (“CORe”) is a program designed to facilitate the transfer of blocks of business between advisors in order to provide ongoing service and advice to our Clients. We facilitate and administer these transactions including payment and collection streams. Under the CORe program, when an eligible advisor releases Clients they are servicing, we are contractually obligated to pay them the associated CORe value, based on a specified formula as stipulated in the advisor contract. The value of the CORe commitment will vary for blocks of business which have not been released by an active advisor. The occurrence of future events that will trigger an advisor to release their block of business and the value of the related CORe commitment at that future release date is difficult to predict. As a result of uncertainty in the timing of the triggering event, we cannot reliably estimate our commitment under the CORe program. Due to the nature of the program, in the normal course of business, the commitment related to the future payment to advisors on release of a block of business would be expected to be matched or partially matched by a corresponding amount related to the receivable on the assignment of blocks of business to new advisors, resulting in an immaterial impact to earnings and liquidity in any reporting period.

23.E Indemnities and Guarantees

In the normal course of our business, we have entered into agreements that include indemnities in favour of third parties, such as confidentiality agreements, engagement letters with advisors and consultants, outsourcing agreements, leasing contracts, trade-mark licensing agreements, underwriting and agency agreements, information technology agreements, distribution agreements, financing agreements, the sale of equity interests, and service agreements. These agreements may require us to compensate the counterparties for damages, losses or costs incurred by the counterparties as a result of breaches in representation, changes in regulations (including tax matters), or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. We have also agreed to indemnify our directors and certain of our officers and employees in accordance with our by-laws. These indemnification provisions will vary based upon the nature and terms of the agreements. In many cases, these indemnification provisions do not contain limits on our liability, and the occurrence of contingent events that will trigger payment under these indemnities is difficult to predict. As a result, we cannot estimate our potential liability under these indemnities. We believe that the likelihood of conditions arising that would trigger these indemnities is remote and, historically, we have not made any significant payment under such indemnification provisions. In certain cases, we have recourse against third parties with respect to the aforesaid indemnities, and we also maintain insurance policies that may provide coverage against certain of these claims.

In the normal course of our business, we have entered into purchase and sale agreements that include indemnities in favour of third parties. These agreements may require us to compensate the counterparties for damages, losses, or costs incurred by the counterparties as a result of breaches in representation. As at December 31, 2021, we are not aware of any breaches in representations that would result in any payment required under these indemnities that would have a material impact on our Consolidated Financial Statements.

Guarantees made by us that can be quantified are included in Note 6.A.i.

23.F Guarantees of Sun Life Assurance Preferred Shares and Subordinated Debentures

SLF Inc. has provided a guarantee on the $150 of 6.30% subordinated debentures due 2028 issued by Sun Life Assurance. Claims under this guarantee will rank equally with all other subordinated indebtedness of SLF Inc. SLF Inc. has also provided a subordinated guarantee of the preferred shares issued by Sun Life Assurance from time to time, other than such preferred shares which are held by SLF Inc. and its affiliates. Sun Life Assurance has no outstanding preferred shares subject to the guarantee. As a result of these guarantees, Sun Life Assurance is entitled to rely on exemptive relief from most continuous disclosure and the certification requirements of Canadian securities laws.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 183

The following tables set forth certain consolidating summary financial information for SLF Inc. and Sun Life Assurance (consolidated):

Results for the years ended	SLF Inc. (unconsolidated)		Sun Life Assurance (consolidated)		Other subsidiaries of SLF Inc. (combined)		Consolidation adjustments			SLF Inc. (consolidated)
December 31, 2021
Revenue	$	320	$	27,527	$	9,060	$	(1,219	)	$	35,688
Shareholders’ net income (loss)	$	4,035	$	2,823	$	1,062	$	(3,885	)	$	4,035
December 31, 2020
Revenue	$	266	$	35,801	$	9,430	$	(2,160	)	$	43,337
Shareholders’ net income (loss)	$	2,498	$	1,349	$	1,030	$	(2,379	)	$	2,498

Assets and liabilities as at	SLF Inc. (unconsolidated)		Sun Life Assurance (consolidated)		Other subsidiaries of SLF Inc. (combined)		Consolidation adjustments			SLF Inc. (consolidated)
December 31, 2021
Invested assets	$	30,984	$	174,777	$	13,006	$	(34,245	)	$	184,522
Total other general fund assets	$	12,462	$	24,580	$	32,525	$	(48,715	)	$	20,852
Investments for account of segregated fund holders	$	—	$	139,929	$	67	$	—		$	139,996
Insurance contract liabilities	$	—	$	147,989	$	10,105	$	(10,283	)	$	147,811
Investment contract liabilities	$	—	$	3,368	$	—	$	—		$	3,368
Total other general fund liabilities	$	16,020	$	24,249	$	27,702	$	(41,849	)	$	26,122
December 31, 2020
Invested assets	$	26,019	$	172,439	$	9,974	$	(30,520	)	$	177,912
Total other general fund assets	$	7,800	$	24,327	$	20,691	$	(33,640	)	$	19,178
Investments for account of segregated fund holders	$	—	$	125,859	$	62	$	—		$	125,921
Insurance contract liabilities	$	—	$	145,949	$	10,637	$	(10,813	)	$	145,773
Investment contract liabilities	$	—	$	3,189	$	—	$	—		$	3,189
Total other general fund liabilities	$	9,350	$	25,920	$	13,741	$	(26,745	)	$	22,266

23.G Legal and Regulatory Proceedings

We are regularly involved in legal actions, both as a defendant and as a plaintiff. Legal actions naming us as a defendant ordinarily involve our activities as a provider of insurance protection and wealth management products, as an investor and investment advisor, and as an employer. In addition, government and regulatory bodies in Canada, the U.S., the UK, and Asia, including federal, provincial, and state securities and insurance regulators and government authorities, from time to time, make inquiries and require the production of information or conduct examinations or investigations concerning our compliance with insurance, securities, and other laws.

Provisions for legal proceedings related to insurance contracts, such as for disability and life insurance claims and the cost of litigation, are included in Insurance contract liabilities in our Consolidated Statements of Financial Position. Other provisions are established outside of the Insurance contract liabilities if, in the opinion of management, it is both probable that a payment will be required and a reliable estimate can be made of the amount of the obligation. Management reviews the status of all proceedings on an ongoing basis and exercises judgment in resolving them in such manner as management believes to be in our best interest.

Two class action lawsuits have been filed against Sun Life Assurance in connection with sales practices relating to, and the administration of, individual policies issued by the Metropolitan Life Insurance Company (“MLIC”). These policies were assumed by Clarica when Clarica acquired the bulk of MLIC’s Canadian operations in 1998 and subsequently assumed by Sun Life Assurance as a result of its amalgamation with Clarica. One of the lawsuits (Fehr et al v Sun Life Assurance Company of Canada) is issued in Ontario and the other (Alamwala v Sun Life Assurance Company of Canada) is in British Columbia. The Fehr action has been certified as a class action and notice has been made to class members. Sun Life Assurance has brought a motion for summary judgment seeking to dismiss all of the claims. The other action (Alamwala v Sun Life Assurance Company of Canada) has remained largely dormant since it was commenced in 2011 and has not been certified. We will continue to vigorously defend against the claims in these actions. In connection with the acquisition of the Canadian operations of MLIC, MLIC agreed to indemnify Clarica for certain losses, including those incurred relating to the sales of its policies. Should either of the Fehr or the Alamwala lawsuits result in a loss, Sun Life Assurance will seek recourse against MLIC under that indemnity through arbitration.

Management does not believe that the probable conclusion of any current legal or regulatory matter, either individually or in the aggregate, will have a material adverse effect on the Consolidated Statements of Financial Position or the Consolidated Statements of Operations.

184 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

 24. Related Party Transactions

SLF Inc. and its subsidiaries, joint ventures and associates transact business worldwide. All transactions between SLF Inc. and its subsidiaries have been eliminated on consolidation. Transactions with joint ventures and associates, which are also related parties, are disclosed in Note 16. Transactions between the Company and related parties are executed and priced on an arm’s-length basis in a manner similar to transactions with third parties.

24.A Transactions with Key Management Personnel, Remuneration and Other Compensation

Key management personnel refers to the executive team and Board of Directors of SLF Inc. These individuals have the authority and responsibility for planning, directing, and controlling the activities of the Company. The aggregate compensation to the executive team and directors are as follows:

For the years ended December 31,	2021				2020
	Executive team		Directors		Executive team		Directors
Number of individuals		14		13		12		10
Base salary and annual incentive compensation		$            22	$	—		$            18	$	—
Additional short-term benefits and other		$              1	$	1		$              1	$	1
Share-based long-term incentive compensation		$            36	$	2		$            23	$	2
Value of pension and post-retirement benefits		$              6	$	—		$              2	$	—
Severance		$              6	$	—		$            —	$	—

24.B Other Related Party Transactions

We provide investment management services for our pension plans. The services are provided on substantially the same terms as for comparable transactions with third parties. We also hold units of investment funds managed by certain of our joint ventures. The carrying amount of our investment in these funds is included in Note 16.D.

 25. Pension Plans and Other Post-Retirement Benefits

We sponsor defined benefit pension plans and defined contribution plans for eligible employees. All of our material defined benefit plans worldwide are closed to new entrants with new hires participating in defined contribution plans. Material defined benefit plans are located in Canada, the U.S., and the UK. The defined benefit pension plans offer benefits based on length of service and final average earnings and certain plans offer some indexation of benefits. The specific features of these plans vary in accordance with the employee group and countries in which employees are located. In addition, we maintain supplementary non-contributory defined benefit pension arrangements for eligible employees, which are primarily for benefits which are in excess of local tax limits. As at December 31, 2014, there are no active members in the UK and the U.S. defined benefit plans continuing to accrue future service benefits. On January 1, 2009, the Canadian defined benefit plans were closed to new employees. Canadian employees hired before January 1, 2009 continue to earn future service benefits in the previous plans, which includes both defined benefit and defined contribution components, while new hires since then are eligible to join a defined contribution plan. In addition, one small defined benefit plan in the Philippines remains open to new hires.

Our funding policy for defined benefit pension plans is to make at least the minimum annual contributions required by regulations in the countries in which the plans are offered. Our UK defined benefit pension scheme is governed by pension trustees. In other countries in which we operate, the defined benefit pension arrangements are governed by local pension committees. Significant plan changes require the approval of the Board of Directors of the sponsoring subsidiary of SLF Inc.

We also established defined contribution plans for eligible employees. Our contributions to these defined contribution pension plans may be subject to certain vesting requirements. Generally, our contributions are a set percentage of employees’ annual income and may be a set percentage of employee contributions, up to specified levels.

In addition to our pension plans, in Canada and the U.S., we provide certain post-retirement health care and life insurance benefits to eligible employees and to their dependents upon meeting certain requirements. Eligible retirees may be required to pay a portion of the premiums for these benefits and, in general, deductible amounts and co-insurance percentages apply to benefit payments. These post-retirement benefits are not pre-funded. In Canada, certain post-retirement health care and life insurance benefits are provided for eligible employees who retired before December 31, 2015. Eligible employees in Canada who retire after December 31, 2015 will have access to voluntary retiree-paid health care coverage. In the U.S., certain post-retirement health care and life insurance benefits are provided to eligible retirees. In the U.S., employees who were not age 50 with 10 years of service as of December 31, 2015 only have access to subsidized retiree health care coverage until eligible for Medicare. Eligible existing and future retirees and covered dependents eligible for Medicare receive an annual contribution to a health reimbursement account to be applied against individual coverage and other eligible expenses.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 185

25.A Risks Associated with Employee Defined Benefit Plans

With the closure of the material defined benefit pension and retiree benefit plans to new entrants, the volatility associated with future service accruals for active members has been limited and will decline over time.

The major risks remaining in relation to past service obligations are increases in liabilities due to a decline in discount rates, greater life expectancy than assumed and adverse asset returns. We have significantly de-risked the investments of our material defined benefit pension plans Company-wide by shifting the pension asset mix away from equities and into more fixed income and liability-matching investments. In 2018 and 2021, the risk in our UK pension plan was reduced through buy-in insurance contracts protecting the majority of pensioner benefits. The target for our material funded defined benefit plans is to minimize volatility in funded status arising from changes in discount rates and exposure to equity markets.

186 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

25.B Defined Benefit Pension and Other Post-Retirement Benefit Plans

The following tables set forth the status of the defined benefit pension and other post-retirement benefit plans:

				2021									2020
	Pension			Other post- retirement			Total			Pension			Other post- retirement			Total
Change in defined benefit obligations:
Defined benefit obligation, January 1	$	4,060		$	277		$	4,337		$	3,805		$	279		$	4,084
Current service cost		59			7			66			58			6			64
Interest cost		98			7			105			110			9			119
Actuarial losses (gains)		(169	)		(23	)		(192	)		278			(1	)		277
Benefits paid		(192	)		(15	)		(207	)		(184	)		(14	)		(198	)
Settlements		—			—			—			(5	)		—			(5	)
Foreign exchange rate movement		(20	)		(1	)		(21	)		(2	)		(2	)		(4	)
Defined benefit obligation, December 31	$	3,836		$	252		$	4,088		$	4,060		$	277		$	4,337
Change in plan assets:
Fair value of plan assets, January 1	$	3,909		$	—		$	3,909		$	3,596		$	—		$	3,596
Administrative expense		(1	)		—			(1	)		(1	)		—			(1	)
Interest income on plan assets		92			—			92			102			—			102
Return on plan assets (excluding amounts included in net interest expense)		(234	)		—			(234	)		305			—			305
Employer contributions		94			15			109			97			14			111
Benefits paid		(192	)		(15	)		(207	)		(184	)		(14	)		(198	)
Settlements		—			—			—			(7	)		—			(7	)
Foreign exchange rate movement		(25	)		—			(25	)		1			—			1
Fair value of plan assets, December 31	$	3,643		$	—		$	3,643		$	3,909		$	—		$	3,909
Amounts recognized on Statement of Financial Position:
Fair value of plan assets	$	3,643		$	—		$	3,643		$	3,909		$	—		$	3,909
Defined benefit (obligation)		(3,836	)		(252	)		(4,088	)		(4,060	)		(277	)		(4,337	)
Net recognized (liability) asset, December 31	$	(193	)	$	(252	)	$	(445	)	$	(151	)	$	(277	)	$	(428	)
Components of net benefit expense recognized:
Current service cost	$	59		$	7		$	66		$	58		$	6		$	64
Administrative expense		1			—			1			1			—			1
Net interest expense (income)		6			7			13			8			9			17
Settlements		—			—			—			2			—			2
Other long-term employee benefit losses (gains)		—			(3	)		(3	)		—			—			—
Net benefit expense	$	66		$	11		$	77		$	69		$	15		$	84
Remeasurement of net recognized (liability) asset:
Return on plan assets (excluding amounts included in net interest expense)	$	(234	)	$	—		$	(234	)	$	305		$	—		$	305
Actuarial gains (losses) arising from changes in demographic assumptions		2			—			2			(3	)		2			(1	)
Actuarial gains (losses) arising from changes in financial assumptions		187			13			200			(278	)		(19	)		(297	)
Actuarial gains (losses) arising from experience adjustments		(20	)		7			(13	)		3			18			21
Foreign exchange rate movement		(3	)		—			(3	)		—			2			2
Components of defined benefit costs recognized in Other comprehensive income (loss)	$	(68	)	$	20		$	(48	)	$	27		$	3		$	30

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 187

25.C Principal Assumptions for Significant Plans

	2021						2020
	Canada %		UK %		U.S. %		Canada %		UK %		U.S. %
To determine defined benefit obligation at end of year:
Discount rate for pension plans		3.00		1.90		3.00		2.70		1.30		2.65
Rate of compensation increase		2.80		n/a		n/a		2.80		n/a		n/a
Pension increases		0.00-0.05		3.30		n/a		0.00-0.05		2.95		n/a
To determine net benefit expense for year:
Discount rate for pension plans		2.70		1.30		2.65		3.00		2.00		3.45
Rate of compensation increase		2.80		n/a		n/a		3.00		n/a		n/a
Pension increases		0.00-0.05		2.95		n/a		0.00-0.015		2.95		n/a
Health care trend rates:
Initial health care trend rate		5.10		n/a		0.07		5.30		n/a		6.50
Ultimate health care trend rate		4.00		n/a		0.05		4.00		n/a		5.00
Year ultimate health care trend rate reached		2040		n/a		2025		2040		n/a		2025
	2021						2020
	Canada		UK		U.S.		Canada		UK		U.S.
Mortality rates:
Life expectancy (in years) for individuals currently at age 65:
Male		23		23		22		23		23		22
Female		25		25		23		25		25		23
Life expectancy (in years) at 65 for individuals currently at age 45:
Male		24		24		23		24		25		23
Female		26		27		25		26		27		25
Average duration (in years) of pension obligation		16.9		17.4		12.2		17.2		17.7		12.7

Discount Rate, Rate of Compensation Increase and Health Care Cost

The major economic assumptions which are used in determining the actuarial present value of the accrued benefit obligations vary by country.

The discount rate assumption used for material plans is determined by reference to the market yields, as of December 31, of high-quality corporate bonds that have terms to maturity approximating the terms of the related obligation. In countries where a deep corporate market does not exist, government bonds are used. Compensation and health care trend assumptions are based on expected long-term trend assumptions which may differ from actual results.

25.D Sensitivity of Key Assumptions

The following table provides the potential impact of changes in key assumptions on the defined benefit obligation for pension and other post-retirement benefit plans as at December 31, 2021. These sensitivities are hypothetical and should be used with caution. The impact of changes in each key assumption may result in greater than proportional changes in sensitivities.

	Pension			Post- retirement benefits
Interest/discount rate sensitivity:(1)
1% decrease	$	694		$	30
1% increase	$	(550	)	$	(26	)
Rate of compensation increase assumption:
1% decrease	$	(68	)		n/a
1% increase	$	76			n/a
Health care trend rate assumption:
1% decrease		n/a		$	(12	)
1% increase		n/a		$	13
Mortality rates:(2)
10% decrease	$	103		$	6

⁽¹⁾ Represents a parallel shift in interest rates across the entire yield curve, resulting in a change in the discount rate assumption.

⁽²⁾ Represents 10% decrease in mortality rates at each age.

188 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

25.E Fair Value of Plan Assets

Composition of fair value of plan assets, December 31:

	2021		2020
Equity investments		3%		3%
Fixed income investments		64%		73%
Real estate investments		9%		7%
Qualifying insurance contract		19%		8%
Other		5%		9%
Total composition of fair value of plan assets		100%		100%

The fair value of our equity investments in 2021 and 2020 are consistent with Level 1 or Level 2 fair value hierarchy. In 2021, 4% of our fixed income investments (2% in 2020) are determined based on valuation techniques consistent with Level 1 of the fair value hierarchy.

The assets of the defined benefit pension plans are primarily held in trust for plan members, and are managed within the provisions of each plan’s investment policies and procedures. Diversification of the investments is used to limit credit, market, and foreign currency risks. We have significantly de-risked the investments of our material defined benefit pension plans by shifting the pension asset mix away from equities and into more fixed income and liability-matching investments. In 2018 and in 2021, the risk in our UK pension plan was reduced through buy-in insurance contracts, protecting the majority of pensioner benefits. The long-term investment objectives of the defined benefit pension plans are to equal or exceed the rate of growth of the liabilities. Over shorter periods, the objective of the defined benefit pension plan investment strategy is to minimize volatility in the funded status. Liquidity is managed with consideration to the cash flow requirements of the liabilities.

25.F Future Cash Flows

The following tables set forth the expected contributions and expected future benefit payments of the defined benefit pension and other post-retirement benefit plans:

	Pension		Post-retirement		Total
Expected contributions for the next 12 months	$	85		$          17	$	102

Expected Future Benefit Payments

	2022		2023		2024		2025		2026		2027 to 2031
Pension		$       153		$       159		$       160		$       167		$       172		$       910
Post-retirement		16		16		17		17		18		94
Total		$       169		$       175		$       177		$       184		$       190		$    1,004

25.G Defined Contribution Plans

We expensed $142 in 2021 ($144 for 2020) with respect to defined contribution plans.

Notes to the Consolidated Financial Statements                     Sun Life Financial Inc.       Annual Report 2021 189

 26. Earnings (Loss) Per Share

Details of the calculation of the net income (loss) and the weighted average number of shares used in the earnings per share computations are as follows:

For the years ended December 31,	2021		2020
Common shareholders’ net income (loss) for basic earnings per share	$	3,934	$	2,404
Add: Increase in income due to convertible instruments(1)		10		10
Common shareholders’ net income (loss) on a diluted basis	$	3,944	$	2,414
Weighted average number of common shares outstanding for basic earnings per share (in millions)		586		585
Add: Dilutive impact of stock options(2) (in millions)		—		—
Dilutive impact of convertible instruments(2) (in millions)		4		4
Weighted average number of common shares outstanding on a diluted basis (in millions)		590		589
Basic earnings (loss) per share	$	6.72	$	4.11
Diluted earnings (loss) per share	$	6.69	$	4.10

⁽¹⁾ The convertible instruments are the SLEECS B issued by SLCT I.

⁽²⁾ Excludes the impact of 1 million stock options for the year ended December 31, 2021 (1 million for the year ended December 31, 2020) because these stock options were anti-dilutive for the year.

 27. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of taxes, are as follows:

	2021									2020
For the years ended December 31,	Balance, beginning of period			Other comprehensive income (loss)			Balance, end of period			Balance, beginning of period			Other comprehensive income (loss)			Balance, end of period
Items that may be reclassified subsequently to income:
Unrealized foreign currency translation gains (losses), net of hedging activities	$	1,155			$          (202	)	$	953		$	1,359			$           (204	)	$	1,155
Unrealized gains (losses) on available-for-sale assets		632			(366	)		266			313			319			632
Unrealized gains (losses) on cash flow hedges		(13	)		6			(7	)		(7	)		(6	)		(13	)
Share of other comprehensive income (loss) in joint ventures and associates		(42	)		(5	)		(47	)		(33	)		(9	)		(42	)
Items that will not be reclassified subsequently to income:
Remeasurement of defined benefit plans		(283	)		(39	)		(322	)		(305	)		22			(283	)
Revaluation surplus on transfers to investment properties		145			—			145			145			—			145
Total	$	1,594			$          (606	)	$	988		$	1,472			$            122		$	1,594
Total attributable to:
Participating policyholders	$	5			$              (3	)	$	2		$	11			$               (6	)	$	5
Shareholders		1,589			(603	)		986			1,461			128			1,589
Total	$	1,594			$          (606	)	$	988		$	1,472			$            122		$	1,594

190 Sun Life Financial Inc.        Annual Report 2021 Notes to the Consolidated Financial Statements

Sources of Earnings

The following is provided in accordance with the OSFI guideline requiring Sources of Earnings (SOE) disclosure. SOE is a non-International Financial Reporting Standard (IFRS) financial measure. There is no standard SOE methodology. The calculation of SOE is dependent on, and sensitive to, the methodology, estimates, and assumptions used.

SOE identifies various sources of IFRS net income. It provides an analysis of the difference between actual net income and expected net income based on business in-force and assumptions made at the beginning of the reporting period. The terminology used in the discussion of sources of earnings is described below:

Expected profit on in-force business

The portion of the consolidated pre-tax net income on business in-force at the start of the reporting period that was expected to be realized based on the achievement of the best estimate assumptions made at the beginning of the reporting period. Expected profit for asset management companies is set equal to their pre-tax net income.

Effective January 1, 2021, expected profit for U.S. group policies includes previously classified impact of new business, aligning group business sources of earnings reporting across business groups. We have updated prior period amounts to reflect this change.

Impact of new business

The point-of-sale impact on pre-tax net income of writing new business during the reporting period. Issuing new business may produce a gain or loss at the point of sale, primarily because valuation assumptions are different than pricing assumptions and/or actual acquisition expenses may differ from those assumed in pricing.

Experience gains and losses

Pre-tax gains and losses that are due to differences between the actual experience during the reporting period and the best estimate assumptions at the start of the reporting period.

Assumption changes and management actions

Impact on pre-tax net income resulting from changes in actuarial methods and assumptions or other management actions.

Other

Impact on pre-tax net income not addressed under the previous categories. Examples include acquisition, integration, restructuring, and other related costs.

Earnings on Surplus

Pre-tax net income earned on a company’s surplus funds. Earnings on Surplus is comprised of realized gains on available-for-sale assets, as well as net investment returns on surplus, such as investment income, gains (losses) on seed investments, investment properties mark-to-market, and interest on debt.

Sources of Earnings                      Sun Life Financial Inc.       Annual Report 2021 191

For the Year Ended December 31, 2021  (in millions of Canadian dollars)	Sun Life Canada		Sun Life U.S.*		Sun Life Asset Mgmt		Sun Life Asia		Corporate		Total
Expected Profit on In-force Business		1,225		494		1,815		612		(179)		3,967
Impact of New Business		119		—		—		(46)		—		73
Experience Gains and Losses		876		199		—		45		(133)		987
Assumption Changes and Management Actions		52		(126)		—		135		5		66
Other		(118)		(14)		(551)		352		(70)		(401)
Earnings on Operations (pre-tax)		2,154		553		1,264		1,098		(377)		4,692
Earnings on Surplus		53		70		—		164		122		409
Earnings before Income Taxes		2,207		623		1,264		1,262		(255)		5,101
Income Taxes		(384)		(124)		(372)		(117)		266		(731)
Earnings before Non-controlling Interests, Participating Policyholders’ Net Income and Preferred Share Dividends		1,823		499		892		1,145		11		4,370
Less:
Non-controlling Interests		—		—		—		—		—		—
Participating Policyholders’ Net Income		265		—		—		70		—		335
Preferred Share Dividends		—		—		—		—		101		101
Common Shareholders’ Net Income (Loss)		1,558		499		892		1,075		(90)		3,934
For the Year Ended December 31, 2020  (in millions of Canadian dollars)	Sun Life Canada		Sun Life U.S.*		Sun Life Asset Mgmt		Sun Life Asia		Corporate		Total
Expected Profit on In-force Business		1,107		554		1,541		558		(147)		3,613
Impact of New Business		105		—		—		(77)		—		28
Experience Gains and Losses		(401)		74		—		14		(27)		(340)
Assumption Changes and Management Actions		43		(397)		—		99		41		(214)
Other		4		(6)		(216)		(8)		(64)		(290)
Earnings on Operations (pre-tax)		858		225		1,325		586		(197)		2,797
Earnings on Surplus		105		88		—		139		149		481
Earnings before Income Taxes		963		313		1,325		725		(48)		3,278
Income Taxes		(50)		(56)		(334)		(44)		(2)		(486)
Earnings before Non-controlling Interests, Participating Policyholders’ Net Income and Preferred Share Dividends		913		257		991		681		(50)		2,792
Less:
Non-controlling Interests		—		—		11		—		—		11
Participating Policyholders’ Net Income		196		—		—		87		—		283
Preferred Share Dividends		—		—		—		—		94		94
Common Shareholders’ Net Income (Loss)		717		257		980		594		(144)		2,404

*The 2021 and 2020 SOE reflect the change in 2021 to the presentation of expected profit on in-force business and impact of new business for U.S. businesses. Amounts in expected profit on in-force business and impact of new business were previously $537 and $17 for U.S. and $3,596 and $45 for Total for 2020.

192 Sun Life Financial Inc.        Annual Report 2021 Sources of Earnings

Analysis of results

For the year ended December 31, 2021, the pre-tax expected profit on in-force business of $3,967 million was $354 million higher than 2020, driven by broad-based business growth across our pillars, with particular strength in asset management and wealth, reflecting higher asset values.

The new business gain in 2021 was $73 million, $45 million higher than 2020, driven by higher new business gains in Asia Local Markets.

The 2021 experience gain of $983 million pre-tax was primarily due to higher equity markets, an increase in the value of our real estate investments, investing activity gains across the insurance businesses, interest rate impacts, and favourable credit experience in insurance businesses. This is partially offset by losses from expenses, mortality experience, and other experience.

For the year 2021, assumption changes and management actions resulted in a pre-tax gain of $66 million. In Canada, the pre-tax gain of $52 million reflected a reduction to expense margins and the favourable impact of increased investment in non-fixed income assets in Canada Individual Insurance & Wealth, offset partially by a reduction to the best estimate real estate assumption and net updates to promulgated Ultimate Reinvestment Rate (URR) and promulgated maximum net credit spreads. In the U.S., the pre-tax loss of $126 million reflected updates to lapse and policyholder behaviour in In-force Management offset partially a reduction to expense margins and increased investment in non-fixed income assets. In Asia, the pre-tax gain of $135 million reflected a reduction to expense margins and favourable model enhancements.

Other in 2021 resulted in a pre-tax loss of $401 million. The loss includes higher fair value adjustments on MFS’s share-based payment awards, an increase in SLC Management’s acquisition-related liabilities⁽¹⁾, and a par allocation adjustment⁽²⁾. These losses are partially offset by a gain on the Initial Public Offering (IPO)⁽³⁾ of our India joint venture, Aditya Birla Sun Life AMC Limited.

Net pre-tax earnings on surplus of $409 million in 2021 was $72 million lower than a year ago.

⁽¹⁾ Reflects the changes in estimated future payments for acquisition-related contingent considerations and options to purchase remaining ownership interests of SLC Management affiliates.

⁽²⁾ Reflects an adjustment of investment income and expense allocations between participating policyholders and shareholders for prior years.

⁽³⁾ As a result of the initial public offering (“IPO”), our holding of ABSLAMC was reduced by 12.5%. After the IPO, we retained indirect ownership of the listed entity of 36.5%. Shares of ABSLAMC began trading on the BSE Limited and the National Stock Exchange of India Limited on October 11, 2021.

Sources of Earnings                      Sun Life Financial Inc.       Annual Report 2021 193

Board of Directors and Executive Team

Board of Directors

All directors of Sun Life Financial Inc. are also directors of Sun Life Assurance Company of Canada. The Board has determined that all directors other than Kevin D. Strain are independent directors.

William D. Anderson, FCPA, FCA	Ashok K. Gupta, FFA(3)(4)	Marie-Lucie Morin, CM, PC(3)(4)
Chair of the Board, Sun Life	Corporate Director	Corporate Director
Deepak Chopra, FCPA, FCGA(1)(2)	M. Marianne Harris(2)(3)	Scott F. Powers(1)(2)
Corporate Director	Corporate Director	Corporate Director
Stephanie L. Coyles(2)(3)	David H. Y. Ho(2)(3)	Kevin D. Strain, CPA
Corporate Director	Corporate Director	President & Chief Executive Officer,
		Sun Life
Martin J. G. Glynn(3)(4)	Helen M. Mallovy Hicks, FCPA, FCA, FCBV(1)(4)	Barbara G. Stymiest, CM, FCPA, FCA(1)(4)
Corporate Director	Corporate Director	Corporate Director

⁽¹⁾ Member of the Audit Committee

⁽²⁾ Member of the Governance, Investment & Conduct Review Committee

⁽³⁾ Member of the Management Resources Committee

⁽⁴⁾ Member of the Risk Committee

Additional information on the directors and a report on the Board’s corporate governance processes and practices are available in the 2022 Management Information Circular, on sunlife.com and on www.sedar.com.

Executive Team

Kevin D. Strain	Jacques Goulet	Helena J. Pagano
President & Chief Executive Officer	President, Sun Life Canada	Executive Vice-President, Chief Human
		Resources & Communications Officer
Linda M. Dougherty	Ingrid G. Johnson
Executive Vice-President,	President, Sun Life Asia	Stephen C. Peacher
Corporate Strategy & Global Marketing		President, SLC Management
	Melissa J. Kennedy
Daniel R. Fishbein	Executive Vice-President,	Manjit Singh
President, Sun Life U.S.	Chief Legal Officer & Public Affairs	Executive Vice-President &
		Chief Financial Officer
Colm J. Freyne	Laura A. Money
Executive Vice-President &	Executive Vice-President &
Chief Risk Officer	Chief Information Officer

As of March 1, 2022

194 Sun Life Financial Inc.        Annual Report 2021 Board of Directors and Executive Team

Sun Life Financial Inc. – Subsidiaries and Associates

The following table lists the direct and indirect subsidiaries of Sun Life Financial Inc. (“SLF Inc.”) as at December 31, 2021 and provides the book values (in millions of Canadian dollars, based on the equity method) of the shares of those subsidiaries that are principal operating subsidiaries. The table also lists significant joint venture entities in which SLF Inc. directly or indirectly holds 50% or less of the issued and outstanding voting securities. Subsidiaries which are inactive or which have been set up for the sole purpose of holding investments are not listed in the table.

Company	Jurisdiction of Formation		Book Value of Shares Owned		Per cent of Voting Shares Owned by SLF Inc.
Sun Life Assurance Company of Canada		Canada		23,819		100	%
2475 Eglinton Ave W (Skyrise 2) Canada Inc.		Canada				100	%
25 Nicholas Avenue (Evolv) Canada Inc.		Canada				100	%
Annemasse Boisbriand Holdings L.P.		Manitoba, Canada				100	%
BestServe Financial Limited		Hong Kong		118		100	%
Country Lane Enterprises Ltd.		British Columbia, Canada				100	%
Dental Health Alliance, L.L.C.		Delaware, USA				100	%
Denticare of Alabama, Inc.		Alabama, USA				100	%
PT. Sun Life Financial Indonesia		Indonesia		186		100	%
PT. Sun Life Indonesia Services		Indonesia				100	%
SL Insurance (Hungary) Finance No. 2 Kft		Hungary				100	%
SLA US Real Estate Holdings, Inc.		Delaware, USA				100	%
SLF of Canada UK Limited		England and Wales				100	%
Sun Life Assurance Company of Canada (U.K.) Limited		England and Wales		703		100	%
Barnwood Properties Limited		England and Wales				100	%
Sun Life of Canada UK Holdings Limited		England and Wales				100	%
Laurtrust Limited		England and Wales				100	%
SLFC Services Company (UK) Limited		England and Wales				100	%
Solidify Software, LLC		Kansas, USA				100	%
Sun Life (Bermuda) Finance No. 2 LLC		Bermuda				100	%
Sun Life (Luxembourg) Finance No. 2 SARL		Luxembourg				100	%
Sun Life (India) AMC Investments Inc.		Canada				100	%
Aditya Birla Sun Life AMC Limited		India				36.49	%
Sun Life and Health Insurance Company (U.S.)		Michigan, USA		504		100	%
Sun Life Capital Trust		Ontario, Canada				100	%
Sun Life Everbright Life Insurance Company Limited		Tianjin, People’s Republic of China				24.99	%
Sun Life Financial (India) Insurance Investments Inc.		Canada				100	%
Aditya Birla Sun Life Insurance Company Limited		India				49	%
Sun Life Financial Asia Services Limited		Hong Kong				100	%
Sun Life Financial Distributors (Canada) Inc.		Canada		7		100	%
Sun Life Financial International Holdings (MC), LLC		Delaware, USA				100	%
Sun Life Financial Investment Services (Canada) Inc.		Canada		70		100	%
Sun Life Financial Investments (Bermuda) Ltd.		Bermuda				100	%
Sun Life Financial of Canada (U.K.) Overseas Investments Limited		England and Wales				100	%
Sun Life of Canada (Netherlands) B.V.		Netherlands				100	%
Sun Life Financial Philippine Holding Company, Inc.		Philippines				100	%
Sun Life Grepa Financial, Inc.		Philippines				49	%
Sun Life Investment Management and Trust Corporation		Philippines				100	%
Sun Life of Canada (Philippines), Inc.		Philippines		1,413		100	%
Sun Life Asset Management Company, Inc.		Philippines				100	%
Sun Life Financial Plans, Inc.		Philippines				100	%
Sun Life Financial Trust Inc.		Canada		99		100	%
Sun Life Hong Kong Limited		Bermuda		2,354		100	%
Sun Life Asset Management (HK) Limited		Hong Kong				100	%
Sun Life Financial Holdings (HK) Limited		Hong Kong				100	%
Sun Life Hong Kong Services Limited		Hong Kong				100	%

Subsidiary and Affiliate Companies of Sun Life Financial Inc.                     Sun Life Financial Inc.       Annual Report 2021 195

Company	Jurisdiction of Formation		Book Value of Shares Owned		Per cent of Voting Shares Owned by SLF Inc.
Sun Life Investment Holdings (HK) Limited		Hong Kong				100	%
Sun Life Management Holdings (HK) Limited		Hong Kong				100	%
Sun Life Pension Trust Limited		Hong Kong				100	%
Sun Life Trustee Company Limited		Hong Kong				100	%
Sun Life India Service Centre Private Limited		India				100	%
Sun Life Information Services Canada, Inc.		Canada				100	%
Sun Life Information Services Ireland Limited		Republic of Ireland				100	%
Sun Life Insurance (Canada) Limited		Canada		2,250		100	%
SLI General Partner Limited		Canada				100	%
SLI Investments LP		Manitoba, Canada				100	%
6425411 Canada Inc.		Canada				100	%
Sun Life Investments LLC		Delaware, USA				100	%
SLI US Real Estate Holdings, Inc.		Delaware, USA				100	%
Sun Life Malaysia Assurance Berhad		Malaysia				49	%
Sun Life Malaysia Takaful Berhad		Malaysia				49	%
Sun Life Vietnam Insurance Company Limited		Vietnam		876		100	%
UDC Dental California, Inc.		California, USA				100	%
UDC Ohio, Inc.		Ohio, USA				100	%
Union Security DentalCare of Georgia, Inc.		Georgia, USA				100	%
Union Security DentalCare of New Jersey, Inc.		New Jersey, USA				100	%
United Dental Care of Arizona, Inc.		Arizona, USA				100	%
United Dental Care of Colorado, Inc.		Colorado, USA				100	%
United Dental Care of Missouri, Inc.		Missouri, USA				100	%
United Dental Care of New Mexico, Inc.		New Mexico, USA				100	%
United Dental Care of Texas, Inc.		Texas, USA				100	%
United Dental Care of Utah, Inc.		Utah, USA				100	%
10851744 Canada Inc.		Canada				100	%
11096800 Canada Inc.		Canada				100	%
6965083 Canada Inc.		Canada				100	%
7037457 Canada Inc.		Canada				100	%
7647913 Canada Inc.		Canada				100	%
7647930 Canada Inc.		Canada				100	%
Sun Life Global Investments Inc.		Canada				100	%
BK Canada Holdings Inc.		Canada				100	%
BentallGreenOak (Canada) GP Ltd.		Canada				100	%
BentallGreenOak (Canada) Limited Partnership		British Columbia, Canada		382		56	%
Bentall Property Services (Ontario) Ltd.		Ontario, Canada				56	%
BGO Canada Holdings Inc.		Canada				56	%
BGO Capital (Canada) Inc.		Canada				56	%
BGO Holdings (Cayman), LP		Cayman Islands		62		56	%
BentallGreenOak Advisors (Hong Kong) Limited		Hong Kong				56	%
BentallGreenOak Advisors (Korea) Limited		Republic of Korea				56	%
BentallGreenOak China Holdings Limited		Guernsey				56	%
BentallGreenOak Capital Partners (HK) Limited		Hong Kong				56	%
BentallGreenOak China Investment Advisers Limited		Hong Kong				56	%
BentallGreenOak Investment Advisers Limited		Hong Kong				56	%
BentallGreenOak K.K.		Japan				56	%
BentallGreenOak Real Estate Advisors (Jersey) Limited		Jersey, Channel Islands				56	%
BentallGreenOak Real Estate Services Ltd.		England and Wales				56	%
BentallGreenOak Advisors (UK) LLP		England and Wales				56	%
BentallGreenOak Advisors (Italy) S.r.l.		Italy				56	%
BentallGreenOak Asset Management (Germany) GmbH		Germany				56	%
BentallGreenOak Management Services S.à.r.l.		Luxembourg				56	%

196 Sun Life Financial Inc.        Annual Report 2021 Subsidiary and Affiliate Companies of Sun Life Financial Inc.

Company	Jurisdiction of Formation		Book Value of Shares Owned		Per cent of Voting Shares Owned by SLF Inc.
GreenOak Real Estate Advisors (Spain) S.L.		Madrid, Spain				56	%
GreenOak India Investment Advisors Private Limited		Mumbai, India				56	%
BGO Luxembourg Holdings Ltd.		Canada				56	%
BGO Prime GP Holdco Inc.		Canada				56	%
BentallGreenOak Prime Investments Trustee Inc.		Canada				56	%
BGO Real Property Services (Canada) Inc.		Canada				56	%
SynchroSERV Inc.		Canada				56	%
SynchroSERV Limited Partnership		British Columbia, Canada				56	%
0936543 BC Ltd.		British Columbia, Canada				56	%
SLGI Asset Management Inc.		Canada		101		100	%
Sun Life 2007-1 Financing Corp.		Canada				100	%
Sun Life (Bermuda) Finance No. 1 Ltd.		Bermuda				100	%
Sun Life (Hungary) Finance No. 1 Kft		Hungary				100	%
Sun Life (Luxembourg) Finance No. 1 SARL		Luxembourg				100	%
Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc.		Delaware, USA				100	%
DQ Acquisition Corp.		Delaware, USA				100	%
SL Finance 2007-1, Inc.		Delaware, USA				100	%
SL Investment 2007-1 ULC		Nova Scotia, Canada				100	%
Sun Life (U.S.) HoldCo 2020, Inc.		Delaware, USA				100	%
Crescent Capital Group GP LLC		Delaware, USA				51	%
Crescent Capital Group LP		Delaware, USA				51	%
Atlas Asset Advisors LLC		Delaware, USA				51	%
Atlas CLO Funding I LLC		Delaware, USA				51	%
Atlas CLO Funding II LLC		Delaware, USA				51	%
Atlas MOA Holdings LLC		Delaware, USA				51	%
CCAP Administration LLC		Delaware, USA				51	%
CDL Fund II GP, LLC		Delaware, USA				51	%
CDL Fund III GP LLC		Delaware, USA				51	%
CPCP General Partner LLC		Delaware, USA				51	%
CPCP General Partner Limited		Republic of Ireland				51	%
Crescent (TX) Direct Lending, LLC		Delaware, USA				51	%
Crescent Cap Advisors, LLC		Delaware, USA				51	%
Crescent Capital Group High Income B LLC		Delaware, USA				51	%
Crescent Capital Group High Income LLC		Delaware, USA				51	%
Crescent CLO Funding GP, LLC		Delaware, USA				51	%
Crescent Credit Europe Group Ltd		England and Wales				51	%
Crescent Credit Europe LLP		England and Wales				51	%
Crescent Credit Opportunities, LLC		Delaware, USA				51	%
Crescent Credit Opportunities GP, S.a.r.l.		Luxembourg				51	%
Crescent Credit Solutions VIII, LLC		Delaware, USA				51	%
Crescent Direct Lending Levered, LLC		Delaware, USA				51	%
Crescent Direct Lending SBIC, LLC		Delaware, USA				51	%
Crescent Direct Lending, LLC		Delaware, USA				51	%
Crescent European Specialty Lending II LLC		Delaware, USA				51	%
Crescent European Specialty Loan II S.à r.l.		Luxembourg				51	%
Crescent European Specialty Lending LLC		Delaware, USA				51	%
Crescent European Specialty Loan S.A.R.L		Luxembourg				51	%
Crescent Mezzanine VI, LLC		Delaware, USA				51	%
Crescent Mezzanine VII (PA), LLC		Delaware, USA				51	%
Crescent Mezzanine VII, LLC		Delaware, USA				51	%
Crescent Mezzanine VII (Chengdong GP), Ltd.		Cayman Islands				51	%
Crescent Senior Secured Loan Management LLC		Delaware, USA				51	%
Crescent Special Situations, L.P.		Cayman Islands				51	%

Subsidiary and Affiliate Companies of Sun Life Financial Inc.                     Sun Life Financial Inc.       Annual Report 2021 197

Company	Jurisdiction of Formation		Book Value of Shares Owned		Per cent of Voting Shares Owned by SLF Inc.
Crescent Syndicated Credit Solutions LLC		Delaware, USA				51	%
Crescent/Aegis SMA Partners, LLC		Delaware, USA				51	%
Crescent/K Schools SMA Partners, LLC		Delaware, USA				51	%
NPS/Crescent SMA Partners II, LLC		Delaware, USA				51	%
NPS/Crescent SMA Partners, LLC		Delaware, USA				51	%
Sepulveda Distributors, LLC		Delaware, USA				51	%
Sepulveda Funding, LLC		Delaware, USA				51	%
InfraRed (UK) Holdco 2020 Ltd.		England and Wales				100	%
InfraRed Partners LLP		England and Wales		92		80	%
InfraRed Capital Partners (Holdco) Limited		England and Wales				80	%
Agincourt (2) GP LLP		England and Wales				80	%
InfraRed (Infrastructure) Capital Partners Limited		England and Wales				80	%
Infrastructure Investments General Partner Limited		England and Wales				80	%
InfraRed Capital Partners (Australia) Pty Limited		Victoria, Australia				80	%
InfraRed Capital Partners (GP Holdco) Limited		England and Wales				80	%
InfraRed Capital Partners (US) LLC		Delaware, USA				80	%
InfraRed Capital Partners Limited		England and Wales				80	%
InfraRed Capital Partners México S de RL de CV		Mexico				80	%
InfraRed Environmental Infrastructure GP Limited		England and Wales				80	%
InfraRed ETF GPLP Limited		England and Wales				80	%
InfraRed ETF UGP Limited		England and Wales				80	%
InfraRed European Active Real Estate Fund Trustee Limited		England and Wales				80	%
InfraRed European Infrastructure Income 4 General Partner LLP		England and Wales				80	%
InfraRed European Infrastructure Income 4 General Partner S.à.r.l.		Luxembourg				80	%
InfraRed Infrastructure (Colombia) GP Limited		Scotland				80	%
InfraRed Infrastructure III General Partner Limited		England and Wales				80	%
InfraRed Infrastructure RAM GP Limited		Scotland				80	%
InfraRed Infrastructure V General Partner LLP		England and Wales				80	%
InfraRed Infrastructure Yield General Partner Limited		England and Wales				80	%
Paternoster General Partner LLP		Scotland				80	%
Paternoster Intermediate (GP) Limited		England and Wales				80	%
Paternoster IRAFIII CI GP Limited		Guernsey				80	%
Paternoster IRAFIV CI GP Limited		Guernsey				80	%
Paternoster IRIFV CI GP Limited		Guernsey				80	%
Waterloo Place (1) GP LLP		England and Wales				80	%
Waterloo Place (2) GP LLP		England and Wales				80	%
Waterloo Place (3) GP LLP		England and Wales				80	%
Sun Life (UK) Designated Member Ltd.		England and Wales				100	%
Sun Life Financial (Bermuda) Reinsurance Ltd.		Bermuda				100	%
Sun Life Financial (Japan), Inc.		Delaware, USA				100	%
Sun Life Financial (U.S.) Holdings, Inc.		Delaware, USA				100	%
Sun Life Financial (U.S.) Investments LLC		Delaware, USA				100	%
Sun Life Institutional Distributors (U.S.) LLC		Delaware, USA		1		100	%
Sun Life Investment Management U.S., Inc.		Delaware, USA				100	%
BentallGreenOak (U.S.) GP LLC		Delaware, USA				100	%
GO Equity GP LLC		Delaware, USA				100	%
GO Europe Advisor LP		Cayman Islands				100	%
GreenOak Japan GP Ltd.		Cayman Islands				100	%
GreenOak Asia Advisor LP		Cayman Islands				100	%
SL Investment US-RE Holdings 2009-1, Inc.		Delaware, USA				100	%
BentallGreenOak (U.S.) Limited Partnership		Delaware, USA		456		56	%
BGO Corporate Holdings (US) LLC		Delaware, USA				56	%
BGO US Mortgages Inc.		California, USA				56	%

198 Sun Life Financial Inc.        Annual Report 2021 Subsidiary and Affiliate Companies of Sun Life Financial Inc.

Company	Jurisdiction of Formation		Book Value of Shares Owned		Per cent of Voting Shares Owned by SLF Inc.
SLCAL, Inc.		Delaware, USA				56	%
Rushmore Partners LLC		Delaware, USA				56	%
NewTower Trust Company		Maryland, USA				56	%
NewTower Management GP LLC		Delaware, USA				56	%
NewTower Management LLC		Delaware, USA				56	%
BGO US Real Estate LP		Delaware, USA				56	%
BentallGreenOak Real Estate Advisors LP		Delaware, USA				56	%
BentallGreenOak Real Estate GP LLC		Delaware, USA				56	%
BentallGreenOak Real Estate US LLC		Delaware, USA				56	%
BKUS Institutional Logistics Coinvestment LLC		California, USA				56	%
Sun Life Capital Management (U.S.) LLC		Delaware, USA		118		100	%
SLC Management TIPS Partners Management, LLC		Delaware, USA				100	%
SLC Management U.S. Private Credit GP, LLC		Delaware, USA				100	%
Sun Life of Canada (U.S.) Financial Services Holdings, Inc.		Delaware, USA				99.93	%
Massachusetts Financial Services Company		Delaware, USA		688		95.45	%
MFS Development Funds, LLC		Delaware, USA				95.45	%
MFS Exchange LLC		Delaware, USA				95.45	%
MFS Fund Distributors, Inc.		Delaware, USA				95.45	%
MFS Heritage Trust Company		New Hampshire, USA				95.45	%
MFS Institutional Advisors, Inc.		Delaware, USA				95.45	%
MFS Investment Management Canada Limited		Canada				95.45	%
3060097 Nova Scotia Company		Nova Scotia, Canada				95.45	%
MFS International Ltd.		Bermuda				95.45	%
MFS do Brasil Desenvolvimento de Mercado Ltda.		Brazil				95.45	%
MFS International (Chile) SpA		Chile				95.45	%
MFS International (Hong Kong) Limited		Hong Kong				95.45	%
MFS International Holdings Pty Ltd		Sydney, Australia				95.45	%
MFS Financial Management Consulting (Shanghai) Co., Ltd.		Shanghai, People’s Republic of China				95.45	%
MFS International (U.K.) Limited		England and Wales				95.45	%
MFS International Switzerland GmbH		Switzerland				95.45	%
MFS International Australia Pty Ltd		Victoria, Australia				95.45	%
MFS International Singapore Pte. Ltd.		Singapore				95.45	%
MFS Investment Management Company (LUX) S.à.r.l.		Luxembourg				95.45	%
MFS Investment Management K.K.		Japan				95.45	%
MFS Service Center, Inc.		Delaware, USA				95.45	%
Sun Life of Canada (U.S.) Holdings, Inc.		Delaware, USA				100	%
DailyFeats, Inc.		Delaware, USA				100	%
Disability Reinsurance Management Services, Inc.		Delaware, USA				100	%
Independence Life and Annuity Company		Delaware, USA		381		100	%
Sun Life Financial (U.S.) Reinsurance Company II		Delaware, USA				100	%
Pinnacle Care International, Inc.		Maryland, USA				100	%
Pinnacle Care International, LLC		Delaware, USA				100	%
Professional Insurance Company		Texas, USA		66		100	%
Sun Canada Financial Co.		Delaware, USA				100	%
Sun Life Administrators (U.S.), Inc.		Delaware, USA				100	%
Sun Life Financial (U.S.) Delaware Finance 2020, LLC		Delaware, USA				100	%
Sun Life Financial (U.S.) Delaware Finance, LLC		Delaware, USA				100	%
Sun Life Financial (U.S.) Reinsurance Company		Michigan, USA				100	%
Sun Life Financial (U.S.) Services Company, Inc.		Delaware, USA		100		100	%
The Premier Dental Group, Inc.		Minnesota, USA				100	%
Landmark Dental Alliance, Inc.		Minnesota, USA				100	%
Sun Life Financial Distributors, Inc.		Delaware, USA				100	%

Subsidiary and Affiliate Companies of Sun Life Financial Inc.                     Sun Life Financial Inc.       Annual Report 2021 199

Company	Jurisdiction of Formation		Book Value of Shares Owned		Per cent of Voting Shares Owned by SLF Inc.
Sun Life Capital Management (Canada) Inc.		Canada		25		100	%
BGO Mortgage Services Canada Inc.		Canada				100	%
Sun Life LRCN Trust		Manitoba, Canada				100	%
12172364 Canada Inc.		Canada				100	%
13437485 Canada Inc.		Canada				100	%
13437531 Canada Inc.		Canada				100	%
6324983 Canada Inc.		Canada				100	%

200 Sun Life Financial Inc.        Annual Report 2021 Subsidiary and Affiliate Companies of Sun Life Financial Inc.

Major Offices

The following is contact information for Sun Life’s major offices and affiliates around the world. For inquiries and customer service, please contact the appropriate office in your area.

Sun Life Financial Inc.

Corporate Office

1 York Street

Toronto, Ontario

M5J 0B6 Canada

Website: sunlife.com

Sun Life Canada

Canadian Headquarters

227 King Street South

Waterloo, Ontario

N2J 1R2 Canada

Tel: 519-888-2290

Clients: 1-877-SUN-LIFE /

1-877-786-5433

Website: sunlife.ca

Montreal Office

1155 Metcalfe Street

Montreal, Quebec

H3B 2V9 Canada

Tel: 514-866-6411

Website: sunlife.ca

Sun Life U.S.

One Sun Life Executive Park

Wellesley Hills, Massachusetts

02481 USA

Clients: 1-800-SUN-LIFE /

1-800-786-5433

Website: sunlife.com/us

Sun Life Financial International

Washington House, 3rd Floor

16 Church Street

Hamilton HM 11

Bermuda

Tel: 441-294-6050 / 1-800-368-9428 Website: sunlife.com/international

Sun Life UK

Matrix House

Basing View, Basingstoke

Hampshire

RG21 4DZ United Kingdom

Clients: 0345-072-0223

Website: sloc.co.uk

Sun Life Asia

Sun Life Asia Regional Office

Level 14

14 Taikoo Wan Road

Taikoo Shing, Hong Kong

Tel: (852) 2918-3888

China

Sun Life Everbright Life Insurance

Company Limited

Room 1903, Block B, Shouke Building,

Building 2, No.14 Courtyard

West Third Ring South Road

Fengtai District

Beijing, 100073 China

Tel: (8610) 5912-8042

Website: sunlife-everbright.com

Sun Life Assurance Company of Canada

Beijing Representative Office

Suite A01, 10th Floor, Tower AB

Office Park, No.10 Jintong West Road

Chaoyang, Beijing, China

Tel: (8610) 8590-6500

Hong Kong, SAR

Sun Life Hong Kong Limited

(Incorporated in Bermuda with limited liability)

16/F, Cheung Kei Center Tower A,

No. 18 Hung Luen Road,

Hunghom,

Kowloon, Hong Kong

Tel: (852) 2103-8888

Clients: (852) 2103-8928

Website: sunlife.com.hk

India

Aditya Birla Sun Life Insurance

Company Limited

One World Centre, Tower 1

16th Floor

Jupiter Mill Compound

841, Senapati Bapat Marg

Elphinstone Road

Mumbai, 400 013 India

Tel: 1-800-270-7000 in India

91-22-6723-9100 outside India

Website:

lifeinsurance.adityabirlacapital.com

Aditya Birla Sun Life Asset Management

Company Limited

One World Centre, Tower 1

17th Floor

Jupiter Mill Compound

841, Senapati Bapat Marg

Elphinstone Road

Mumbai, 400 013 India

Tel: 91-22-4356-8000

Website:

mutualfund.adityabirlacapital.com

Sun Life Assurance Company of Canada

India Representative Office

Mumbai

Tel: 91-22-4356-9124

Indonesia

PT Sun Life Indonesia

Menara Sun Life Lantai 12

JI Dr Ide Anak Agung Gde Agung Blok 6.3

Kawasan Mega Kuningan

Jakarta, Selatan 12950

Indonesia

Tel: (6221) 5289-0000

Clients: (6221) 1500-786

Website: sunlife.co.id

Malaysia

Sun Life Malaysia Assurance Berhad

Sun Life Malaysia Takaful Berhad

Level 11, 338 Jalan Tuanku Abdul Rahman

50100 Kuala Lumpur

Malaysia

Tel: (603) 2612-3600

Website: sunlifemalaysia.com

Philippines

Sun Life Philippines

Sun Life Centre

5th Avenue cor. Rizal Drive

Bonifacio Global City

Taguig City, 1634

Metro Manila, Philippines

Tel: (632) 8849-8888

Website: sunlife.com.ph

Sun Life Grepa

6/F Grepalife Building

221 Sen. Gil J. Puyat Avenue

Makati City 1203

Philippines

Tel: (632) 8866-6800, 8849-9633

Website: sunlifegrepa.com

Singapore

Sun Life Assurance Company of Canada Singapore Branch

One Raffles Quay

#10-03 North Tower

048583 Singapore

Tel: +65-6223-1102

Website: sunlife.com.sg

Vietnam

Sun Life Vietnam Insurance Company Limited

Vietcombank Tower, 29th Floor

5 Me Linh Square, District 1

Ho Chi Minh City, Vietnam

Tel: (848) 6298-5888

Website: sunlife.com.vn

Major Offices                      Sun Life Financial Inc.       Annual Report 2021 201

MFS Investment Management

111 Huntington Avenue

Boston, Massachusetts

02199 USA

Tel: 617-954-5000

Toll-free in Canada and U.S.:

1-800-343-2829

Website: mfs.com

SLGI Asset Management Inc.

1 York Street

Toronto, Ontario

M5J 0B6 Canada

Tel: 1-877-344-1434

Website: sunlifeglobalinvestments.com

SLC Management

Canadian Headquarters

1 York Street, Suite 1100

Toronto, Ontario

M5J 0B6 Canada

Website: slcmanagement.com

U.S. Headquarters

One Sun Life Executive Park

Wellesley Hills, Massachusetts

02481 USA

Website: slcmanagement.com

BentallGreenOak

Canadian Headquarters

1 York Street, Suite 1100

Toronto, Ontario

M5J 0B6 Canada

Tel: 416-681-3400

Website: bentallgreenoak.com

U.S. Headquarters

399 Park Avenue, 18th floor

New York, New York

10022 USA

Tel: 212-359-7800

Website: bentallgreenoak.com

InfraRed Capital Partners

Level 7

One Bartholomew Close, Barts Square

London EC1A 7BL

United Kingdom

Tel: 44 (0)20 7484 1800

Email: london@ircp.com

Website: ircp.com

Crescent Capital Group

11100 Santa Monica Boulevard

Suite 2000

Los Angeles, California

90025 USA

Tel: 310-235-5900

Website: crescentcap.com

202 Sun Life Financial Inc.        Annual Report 2021 Major Offices

Notes

Endnotes from pages 1 and 2.

All figures in Canadian dollars unless otherwise stated.

¹All figures as of December 31, 2021. ²Underlying net income, underlying return on equity (ROE), underlying earnings per share, financial leverage ratio, dividend payout ratio, value of new business, sales, and assets under management described on pages 1-8 of this Annual Report represent non-IFRS financial measures. For additional information see section L – Non-IFRS Financial Measures in our 2021 Annual Management’s Discussion and Analysis (“MD&A”). ³Wealth & Asset Management includes Canada individual wealth, Group Retirement Services and Sun Life Global Investments (SLGI), Asia wealth, and Asset Management; Group & shorter duration insurance includes Canada Sun Life Health and U.S. Group Benefits, UK, and Asia insurance (excluding International). Refer to the reconciliation of underlying to reported net income below. ⁴Percentage results are 5-year compound annual growth rates (CAGR) from 2016 to 2021. ⁵Value of new business represents the present value of our best estimate of future distributable earnings, net of the cost of capital, from new business contracts written in a particular time period, except new business in our Asset Management pillar. Value of new business was restated back to 2018, reflecting a change in the timing of recognition of U.S. group policies sold or renewed with an effective date of January 1, which will recognize Value of new business for these policies in the prior year rather than the first quarter, to align with the timing of U.S. renewals and reported insurance sales ⁶Life Insurance Capital Adequacy Test (“LICAT”) ratio of SLF Inc. and of Sun Life Assurance Company of Canada (“SLA”). Our LICAT ratios are calculated in accordance with OSFI-mandated guideline, Life Insurance Capital Adequacy Test. ⁷Although considered reasonable, we may not be able to achieve our medium-term financial objectives as our assumptions may prove to be inaccurate. Accordingly, our actual results could differ materially from our medium-term financial objectives as described on the slide. Our medium-term financial objectives do not constitute guidance. Our medium-term financial objectives are forward-looking non-IFRS financial measures and additional information is provided in section O - Forward-looking Statements - Medium-Term Financial Objectives in our 2021 Annual MD&A. ⁸Underlying dividend payout ratio represents the ratio of common shareholders’ dividends to diluted underlying EPS. See section I - Capital and Liquidity Management - 3 - Shareholder Dividends in our 2021 Annual MD&A for further information regarding dividends. ⁹Underlying EPS growth is calculated using a compound annual growth rate. Underlying ROE and underlying dividend payout ratio are calculated using an average. 2021 reported net income by business pillar (excludes Corporate reported net income of $(90)M): Asset Management 22%, Canada 39%, Asia 27%, U.S. 12%.

    From Endnote 3 above:

Business Mix Net Income ($ millions)
	Traditional Insurance		Wealth & Asset Management		Group & Shorter Duration Insurance		Subtotal		Other*		Total
2021 Reported net income (loss)		1,143		1,879		1,213		4,235		(301)		3,934
Items excluded from underlying net income		416		(67)		95		444		(43)		401
Underlying net income (loss)		727		1,946		1,118		3,791		(258)		3,533
Percentage of underlying net income (excluding other)		19%		51%		30%		100%

^*Includes Corporate Support and Business Group support functions

Sun Life Financial Inc.   |   2021 ANNUAL REPORT 203

Notes

204 Sun Life Financial Inc.   |   2021 ANNUAL REPORT

Corporate and shareholder information Corporate office Sun Life Financial Inc. 1 York Street Toronto, Ontario Canada M5J 0B6 Tel: 416-979-9966 Website: www.sunlife.com Investor Relations For financial analysts, portfolio managers and institutional investors requiring information, please contact: Investor Relations Fax: 416-979-4080 Email: investor.relations@sunlife.com Please note that financial information can also be obtained from www.sunlife.com. Transfer agent For information about your shareholdings, dividends, change in share registration or address, estate transfers, lost certificates, or to advise of duplicate mailings, please contact the Transfer Agent in the country where you reside. If you do not live in any of the countries listed, please contact the Canadian Transfer Agent. Canada TSX Trust Company P.O. Box 700 Station B Montreal, Quebec Canada H3B 3K3 Within North America: Tel: 1-877-224-1760 Outside of North America: Tel: 416-682-3865 Fax: 1-888-249-6189 Email: sunlifeinquiries@tmx.com Website: www.tsxtrust.com/sun-life Shareholders can view their account details using TSX Trust Company (Canada)’s Internet service, Investor Central. Register at https://tsxtrust.com/sun-life United States American Stock Transfer & Trust Company, LLC 6201 15th Ave. Brooklyn, NY 11219 USA Tel: 1-877-224-1760 Email: sunlifeinquiries@tmx.com United Kingdom Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL Tel: +44 (0) 345-602-1587 Email: shareholderenquiries@linkgroup.co.uk Philippines Rizal Commercial Banking Corporation (RCBC) RCBC Stock Transfer Processing Section Ground Floor, West Wing, GPL (Grepalife) Building, 221 Senator Gil Puyat Avenue Makati City, 1200, Philippines From Metro Manila: 632-5318-8567 From the Provinces: 1-800-1-888-2422 Email: rcbcstocktransfer@rcbc.com Hong Kong, SAR Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong Tel: 852-2862-8555 Email: hkinfo@computershare.com.hk Shareholder services For shareholder account inquiries, please contact the Transfer Agent in the country where you reside, or Shareholder Services: Fax: 416-598-3121 English Email: shareholderservices@sunlife.com French Email: servicesauxactionnaires@sunlife.com 2022 dividend dates Common Shares Record dates March 2, 2022 June 1, 2022* August 24, 2022* November 23, 2022* Payment dates March 31, 2022 June 30, 2022* September 29, 2022* December 30, 2022* *Subject to approval by the Board of Directors Direct deposit of dividends Common shareholders residing in Canada or the U.S. may have their dividend payments deposited directly into their bank account. The Request for Electronic Payment of Dividends Form is available for downloading from the TSX Trust Company website, www.tsxtrust.com/sun-life, or you can contact TSX Trust Company to have a form sent to you. Canadian dividend reinvestment and share purchase plan Canadian-resident common shareholders can enroll in the Dividend Reinvestment and Share Purchase Plan. For details visit our website at sunlife.com or contact the Plan Agent, TSX Trust Company at sunlifeinquiries@tmx.com Stock exchange listings Sun Life Financial Inc. common shares are listed on the Toronto (TSX), New York (NYSE) and Philippine (PSE) stock exchanges. Ticker Symbol: SLF Sun Life Financial Inc. Class A Preferred Shares are listed on the Toronto Stock Exchange (TSX). Ticker Symbols: Series 3 – SLF.PR.C Series 4 – SLF.PR.D Series 5 – SLF.PR.E Series 8R – SLF.PR.G Series 9QR – SLF.PR.J Series 10R – SLF.PR.H Series 11QR – SLF.PR.K 2022 Annual Meeting The Annual Meeting will be held on: Date: Wednesday, May 11, 2022 Time: 5:00 p.m. (Toronto Time) Place: Via live webcast online at https://web.lumiagm.com/422392842 Password: ”sunlife2022” (case sensitive) In Person (subject to ongoing developments related to the COVID-19 pandemic and being permitted by public health guidelines) 1 York Street (at Harbour Street), 35th floor, Toronto, Ontario, Canada For information about the Sun Life Group of Companies, corporate news and financial results, please visit sunlife.com. Sun Life Financial Inc. | 2021 ANNUAL REPORT 205

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