S-8

As filed with the Securities and Exchange Commission on February 14, 2023

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SUN LIFE FINANCIAL INC.

(Exact Name of Registrant as Specified in Its Charter)

Canada	NOT APPLICABLE
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

1 York Street, 31st Floor

Toronto, Ontario, Canada

M5J 0B6

(Address, Including Zip Code of Principal Executive Offices)

Sun Life Financial Inc. Executive Stock Option Plan

(Full title of Plans)

Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc.

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

(781) 247-6030

(Name, address and telephone number, including area code, of agent for service)

Copies to:

James Klopper Sun Life Financial US 1 Sun Life Park, SC 3093 Wellesley Hills, Massachusetts 02481 (781) 263-6373 Tracie Allan Sun Life Financial 1 York Street, 31st Floor Toronto, Ontario, Canada M5J 0B6 (647) 256-2502 Christopher R. Bornhorst, Esq. Ellie Kang, Esq. Torys LLP 1114 Avenue of the Americas, 23rd Floor New York, NY 10036 (212) 880-6000 Rima Ramchandani, Jennifer Lennon, Torys LLP 79 Wellington Street West, Suite 3000 Toronto, Ontario, Canada M5K 1N2 (416) 865-0040

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act  ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be delivered to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have heretofore been filed by Sun Life Financial Inc. (the “Registrant”) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

(a) Exhibits 99.1 to 99.3 of the Registrant’s annual report on Form 40-F (File No. 001-15014) (the “Annual Report on Form 40-F”) filed with the Commission on February 9, 2023, including the Registrant’s audited financial statements for the fiscal year ended December 31, 2022;

(b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since February 14, 2023; and

(c) the description of the Registrant’s Common Shares, under the section captioned “Capital Structure” in the annual information form included as exhibit 99.3 in the Registrant’s Annual Report on Form 40-F including any amendment or report filed for the purposes of updating such description.

In addition, all documents or reports subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents or reports; provided that reports on Form 6-K shall only be deemed so incorporated by reference to the extent expressly stated therein.

Any statement contained in a document or report incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document or report which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Subject to any limitations contained in the Insurance Companies Act (Canada), S.C. 1991, c.47, as amended, the by-laws of the Registrant provide that the Registrant shall indemnify a director or an officer, a former director or officer or any person who acts or acted, at the Registrant’s request, as a director or officer of, or in a similar capacity for, another entity, and each of such person’s heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal, administrative, investigative or other proceeding in which such person is or was involved because of that association with the Registrant or such other entity, if (a) such person acted honestly and in good faith with a view to the best interests of, as the case may be, the Registrant or such other entity, and (b) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, such person had reasonable grounds for believing that their conduct was lawful. The by-laws also provide that the Registrant may enter into agreements evidencing its indemnity in favor of the foregoing persons to the full extent permitted by law.

The Registrant has entered into indemnification agreements with a number of its officers and directors under which the Registrant has agreed to indemnify them against costs, charges, fines and expenses, including amounts paid to settle an action or satisfy a judgment, reasonably incurred by an officer or director in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Registrant, subject to any limitations contained in the Insurance Companies Act (Canada), S.C. 1991, c.47, as amended. The Registrant also has entered into similar agreements with individuals who serve at the written request of the Registrant as a director, officer employee, trustee, agent or fiduciary of another entity.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits.

Exhibit Number
4.1	Letters Patent of Incorporation and Amending Letters Patent of Incorporation of the Registrant (incorporated herein by reference to Exhibit (1)(a) to the Registrant’s Registration Statement on Form 8-A, dated March 14, 2000 and to Exhibit 99.3 to the Registrant’s Form 6-K, dated February 14, 2005)
4.2	Amended and Restated By-law No. 1 of the Registrant which was amended on November  4, 2020 (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Form 6-K, dated November  16, 2020) and the Amended and Restated By-law No. 2 of the Registrant which was amended on February  12, 2014 (incorporated herein by reference to Exhibit 99.4 to the Registrant’s Form 6-K, dated February 13, 2014)
5.1	Opinion of Torys LLP, Canadian counsel to the Registrant
23.1	Consent of Deloitte LLP
23.2	Consent of Torys LLP, Canadian counsel to the Registrant (included in Exhibit 5.1)
23.3	Consent of Appointed Actuary
24.1	Power of Attorney (included in the signature pages hereof)
99.1	Sun Life Financial Inc. Executive Stock Option Plan
107	Filing Fee Table

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(a) and (a)(1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(a) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on this 14^th day of February 2023.

SUN LIFE FINANCIAL INC.
By:	/s/ Kevin D. Strain
	Name: Kevin D. Strain
	Title: President & Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Troy Krushel his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, state securities law administrators, and other governmental authorities, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities on February 14^th, 2023.

Name	Title
/s/ Kevin D. Strain	President & Chief Executive Officer and Director
Kevin D. Strain	(Principal executive officer)
/s/ Manjit Singh	Executive Vice-President and Chief Financial Officer
Manjit Singh	(Principal financial officer and principal accounting officer)
/s/ Scott F. Powers
Scott F. Powers	Director
/s/ Deepak Chopra
Deepak Chopra	Director
/s/ Stephanie L. Coyles
Stephanie L. Coyles	Director
/s/ Ashok K. Gupta
Ashok K. Gupta	Director
/s/ M. Marianne Harris
M. Marianne Harris	Director

/s/ David H.Y. Ho	Director
David H.Y. Ho
/s/ Laurie G. Hylton	Director
Laurie G. Hylton
/s/ Helen M. Mallovy Hicks	Director
Helen M. Mallovy Hicks
/s/ Marie-Lucie Morin	Director
Marie-Lucie Morin
/s/ Joseph M. Natale	Director
Joseph M. Natale
/s/ Barbara G. Stymiest	Director
Barbara G. Stymiest

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act, the undersigned, the Registrant’s duly authorized representative in the United States has signed this Registration Statement on this 14^th day of February 2023:

SUN LIFE ASSURANCE COMPANY OF CANADA – US OPERATIONS HOLDING, INC.
By:	/s/ Colleen Kallas
	Name: Colleen Kallas Title: Secretary

EX-5.1

Exhibit 5.1

	79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, Ontario M5K 1N2 Canada P. 416.865.0040 | F. 416.865.7380
	www.torys.com

February 14, 2023

Sun Life Financial Inc.

1 York Street, 31^st Floor

Toronto, Ontario, Canada M5J 0B6

Dear Sirs/Mesdames:

RE: Sun Life Financial Inc. (the “Corporation”)

We have acted as counsel to the Corporation in connection with the filing on the date hereof of a Registration Statement on Form S-8 (the “Form S-8”) with respect to common shares of the Corporation (the “Common Shares”) issuable pursuant to the Corporation’s executive stock option plan adopted on March 30, 2001 and most recently amended and restated on November 23, 2022 (the “Plan”). We have made such investigations and examined originals or copies certified or otherwise identified to our satisfaction of documents, records and certificates of the Corporation as we have considered necessary or relevant for the purposes of this opinion including:

(a)	the letters patent and by-laws of the Corporation;
(b)	the Plan; and
(c)	the resolutions of the board of directors and of the shareholders of the Corporation authorizing and ratifying the issuance of the Common Shares under the Plan.

In giving this opinion, with regard to all documents examined by us, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies, the authenticity of the originals of such latter documents and the legal capacity of all natural persons who have executed any such documents.

We have also assumed that all Common Shares issued under the Plan will be issued for consideration in property with the approval of the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act (Canada).

Based and relying upon and subject to the foregoing we are of the opinion that the Common Shares will be validly issued and outstanding as fully paid and non-assessable shares (upon issuance and payment therefor upon exercise of the options that have been issued or are issuable in accordance with the Plan).

The foregoing opinion is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Our opinion is given as of the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.

We consent to the filing of this opinion as an exhibit to the Form S-8. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Yours truly,

/s/ Torys LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement on Form S-8 of our reports relating to the financial statements of Sun Life Financial Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting dated February, 8, 2023, appearing in the Annual Report on Form 40-F of the Company for the year ended December 31, 2022.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Ontario, Canada

February 14, 2023

EX-23.3

Exhibit 23.3

CONSENT OF APPOINTED ACTUARY

I consent to the incorporation by reference in this Registration Statement on Form S-8 of Sun Life Financial Inc. (the “Company”) of the Appointed Actuary’s Report to the Shareholders and Directors dated February 8, 2023 (the “Report”), relating to the valuation of the policy liabilities and reinsurance recoverables of the Company and its subsidiaries for its Consolidated Statement of Financial Position at December 31, 2022 and December 31, 2021 and their change in the Consolidated Statements of Operations for the year ended December 31, 2022, appearing in the Annual Report on Form 40-F of the Company for the year ended December 31, 2022.

/s/ Kevin Morrissey

Kevin Morrissey

Fellow, Canadian Institute of Actuaries

Toronto, Ontario, Canada

February 14, 2023

EX-99.1

Exhibit 99.1

Long-term incentive program for executives

Executive stock option plan

November 23, 2022

Executive Stock Option Plan November 23, 2022

1. PURPOSE

1.1 This Executive Stock Option Plan (the “Plan”) has been established by the Company to encourage selected officers and senior managers of the Company, its subsidiaries and Designated Affiliated Entities to have an increased proprietary interest in the Company, to provide such persons with a long-term performance incentive and to assist the Company and Designated Affiliated Entities to attract and retain key individuals for these positions.

2. DEFINITIONS

2.1 In this Plan, the following terms have the following meanings:

(a) “Board” means those individuals who serve from time to time as the Board of Directors of the Company acting in their capacity as directors of the Company;

(b) “Blackout Period” means a period of time during which the Participant cannot exercise an Option, or sell Shares, due to applicable law or policies of the Company in respect of insider trading;

(c) “Change in Control” means:

(i) any transaction or series of transactions, whether by way of consolidation, amalgamation or merger of the Company or the Subsidiary, with or into any other person (other than an affiliate of the Company or the subsidiary) in which the voting securities of the Company or the Subsidiary, as applicable, outstanding immediately prior to the transaction or series of transactions represent, after their conversion into or exchange for voting securities of the corporation or other entity with or into which the Company or the Subsidiary, as applicable, is consolidated, amalgamated or merged, less than 60% of the votes attached to the voting securities of such corporation or other entity outstanding immediately after such transaction or series of transactions;

(ii) any transfer, conveyance, sale, lease, exchange or otherwise of all or substantially all of the assets of the Company (which includes the Subsidiary) or of the Subsidiary, to any other person (other than an affiliate of the Company);

(iii) the lawful acquisition, directly or indirectly and by any means whatsoever, by any person, or by a group of persons acting jointly or in concert, of that number of voting shares of the Company or of the Subsidiary, which is 20% or more of the total voting shares issued and outstanding immediately after such acquisition, unless another person or group of persons has previously lawfully acquired and continues to hold a number of voting shares which represents a greater percentage than the first-mentioned person or group of persons; or

Sun Life Financial Inc. 1

Executive Stock Option Plan November 23, 2022

(iv) the Board of the Company by resolution deems that a Change in Control has occurred or is about to occur;

(d) “Committee” means the Management Resources Committee of the Board or such committee (including the Board) that may be designated for the purposes of this Plan by the Board;

(e) “Company” means Sun Life Financial Inc., its successors and assigns, and any reference in the Plan to action by the Company means action by or under the authority of the Board;

(f) “Date of Grant” of an Option means the date the Option is granted to a Participant under the Plan;

(g) “Designated Affiliated Entity” means any person (including a trust or a partnership) or company in which the Company has a significant investment and which the Company designates as such for the purposes of this Plan;

(h) “Designated Number” of a Participant’s Option means the maximum number of Shares which the Participant may purchase under the Option, as designated by the Company at the time the Option is granted;

(i) “Designated Percentage” in respect of an Option means the percentage of the Designated Number representing the maximum number of Shares which a Participant may purchase under the Option during each Option Year;

(j) “Disability” means long-term disability of a Participant determined in accordance with the long-term disability plan maintained by his or her employer, as amended from time to time;

(k) “Earliest Exercise Date” in respect of an Option means the earliest date on which the Option may be exercised;

(l) “Fiscal Year” means a financial year of the Company;

(m) “including” means including without limitation;

(n) “Just Cause” means (i) in respect of a non-U.S. Participant, the circumstances where an employer can terminate the Participant’s employment without notice or payment whatsoever (except as may be required pursuant to any applicable minimum requirements of employment standards legislation in Canada or a province or territory of Canada); and (ii) in respect of a U.S. Participant, (a) the failure of the Participant to perform, in a material respect, his or her duties and responsibilities, or to follow, in a material respect, the lawful policies, procedures, instructions or directions of the Company or any applicable Subsidiary or Designated Affiliated Entity, except as a result of the Disability of the Participant, which failure is not cured by the Participant within 10 days of being advised of that failure in writing by the Company or the Subsidiary or Designated Affiliated

Sun Life Financial Inc. 2

Executive Stock Option Plan November 23, 2022

Entity, as applicable, (b) any fraudulent activity on the part of the Participant, (c) the conviction of the Participant for any crime involving fraud, misrepresentation or breach of trust, (d) any financial impropriety, intentional dishonesty, breach of duty of loyalty or any intentional act on the part of the Participant in discharging his or her duties and responsibilities of employment that has the effect of materially injuring the reputation, business or business relationships of the Company, a Subsidiary or a Designated Affiliated Entity, or (e) any other act on the part of the Participant constituting cause at common law;

(o) “Latest Exercise Date” means the latest date on which an Option may be exercised;

(p) “Option” means a right granted under the Plan to a Participant to purchase Shares in accordance with the Plan;

(q) “Option Price” in respect of an Option means the price designated by the Company at which the Participant may purchase a Share under the Option;

(r) “Option Year” in respect of an Option means a year commencing on the Date of Grant and any anniversary of such date, and ending immediately prior to the next anniversary of such date;

(s) “Participant” means a regular employee of the Company, a Subsidiary or a Designated Affiliated Entity who has been designated by the Company for participation in the Plan and who has agreed to participate in the Plan on such terms as the Company may specify;

(t) “Plan” means this Executive Stock Option Plan, as amended and restated from time to time;

(u) “Retirement” means, unless otherwise determined by the Committee for the purposes of the Plan:

(i) for Options granted on or before July 31, 2019, the Participant’s termination of employment with the Company, a Subsidiary or a Designated Affiliated Entity on at least three months (or such lesser term as may be determined by the Committee, in its sole discretion) prior written notice from the Participant where the Participant is not receiving severance, compensation in lieu of notice or similar payments and initiates the termination following attainment by the Participant, prior to the Participant’s Termination Date, of 55 years of age and 10 years of continuous service with the Company, a Subsidiary, or a Designated Affiliated Entity; or

Sun Life Financial Inc. 3

Executive Stock Option Plan November 23, 2022

(ii) for Options granted after July 31, 2019, a Participant’s termination of employment with the Company, a Subsidiary or a Designated Affiliated Entity on at least six months (or such lesser term as may be determined by the Committee, in its sole discretion) prior written notice from the Participant where the Participant is not receiving severance, compensation in lieu of notice or similar payments and initiates the termination following attainment by the Participant, prior to the Participant’s Termination Date, of (i) at least five years of continuous service with the Corporation or the Employer; (ii) at least 55 years of age; and (iii) a sum of at least 65 years when the employee’s age at the time of delivery of the notice of retirement and continuous years of service are aggregated; or

(iii) for Options granted on or before November 23, 2022, the termination of the Participant’s employment by the Company, a Subsidiary or a Designated Affiliated Entity, other than for Just Cause, following attainment by the Participant, prior to the Participant’s Termination Date, of 55 years of age and 10 years of continuous service with the Company, a Subsidiary, or a Designated Affiliated Entity;

(v) “Shares” means the Common Shares in the capital of the Company, and includes any shares in the capital of the Company into which such shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed, whether pursuant to a capital reorganization, amalgamation, merger, arrangement or other scheme of reorganization;

(w) “Stock Exchange Rules” means the applicable rules of any stock exchange upon which shares of the Company are listed;

(x) “Subsidiary” means a subsidiary of the Company as defined by the Insurance Companies Act (Canada) and for the purposes of the definition of Change in Control in section 2.1(c) “the Subsidiary” means Sun Life Assurance Company of Canada;

(y) “Termination Date” means (i) the date that is the last day of any statutory notice period applicable to the Participant pursuant to applicable employment standards legislation or (ii) if no such minimum statutory notice period applies to the Participant, the day on which the Participant ceases to actively provide services to the Company, a Subsidiary or a Designated Affiliated Entity; and (except as provided in (i)) does not include any period of contractual, statutory, civil or common law period of notice of termination or pay in lieu of notice of termination, severance pay or other damages paid or payable to the Participant under contract or common or civil law, following such day;

(z) “TSX” means The Toronto Stock Exchange; and

(aa) “U.S. Participant” means a Participant who is (i) a U.S. citizen, (ii) a non-U.S. citizen who is resident alien within the meaning of Section 7701(b)(i)(A) of the Internal Revenue Code of the United States of America, or (iii) a Participant whose award of Options would otherwise be subject to U.S. taxation provided, however, that such Participant shall be considered a U.S. Participant solely with respect to such Options.

Sun Life Financial Inc. 4

Executive Stock Option Plan November 23, 2022

2.2 The terms “security based compensation arrangement”, “insider”, and “associate” have the meanings ascribed to them in the TSX Company Manual.

3. GRANTING OF OPTIONS AND DETERMINATION OF THE OPTION PRICE

3.1 The Company may grant Options to Participants to acquire Shares in accordance with the Plan. In granting each such Option, the Company shall designate:

(a) the Designated Number of Shares;

(b) the Earliest Exercise Date, which shall, unless otherwise determined by the Company, be the first anniversary of the Date of Grant;

(c) subject to section 3.3, the Latest Exercise Date, which shall be the tenth anniversary of the Date of Grant unless determined by the Company to be earlier;

(d) the Designated Percentage, which shall, unless otherwise determined by the Company, be 25% commencing on the second Option Year, an additional 25% commencing on the third Option Year, an additional 25% commencing on the fourth Option Year, and an additional 25% commencing on the fifth Option Year; and

(e) the Option Price, which price shall be determined by the Company in accordance with section 3.2.

3.2 The Option Price shall, unless otherwise determined by the Company subject to any approval required under Stock Exchange Rules, be the closing price of a trade of at least a board lot of the Shares on the TSX on the Date of Grant; failing any trades on such day the Option Price shall be such closing price on the immediately preceding trading day on which there has been such a trade. The Option Price may be stated and payable in Canadian dollars or US dollars. If the Option Price is to be stated in US dollars, the Option Price shall be the Option Price as determined above converted into US dollars at the noon rate of exchange of the Bank of Canada on the relevant day. Notwithstanding the Company otherwise determining the Option Price, the Option Price in respect of an Option shall be no less than the fair market value of a Share on the Date of Grant of the Option.

3.3 The Latest Exercise Date shall be extended to the tenth business day following the last day of a Blackout Period if the Latest Exercise Date would otherwise occur in a Blackout Period or within ten business days of the end of the Blackout Period.

Sun Life Financial Inc. 5

Executive Stock Option Plan November 23, 2022

3.4 Subject to the terms of the Plan, the Company may determine other terms or conditions, if any, of any Options, including:

(a) any additional conditions with respect to the exercise of Options under the Plan, including conditions in respect of the market price of the Shares and the financial performance or results of the Company, a Subsidiary, a Designated Affiliated Entity or business unit; and

(b) such other terms or conditions as the Company may, in its discretion, determine.

3.5 At the discretion of the Company, an Option granted under the Plan may have connected therewith any number of stock appreciation rights. Each such right in respect of a Share shall entitle the Participant to surrender to the Company, unexercised, the right to subscribe for such Share pursuant to the related Option and to receive from the Company cash in an amount equal to the excess of the market price (being the average closing price per Share on the TSX during the five trading days preceding the date on which the Participant surrenders such right to subscribe) over the Option Price provided in the related Option. Each exercise of a right in respect of a Share covered by a related Option shall terminate that Option in respect of such Share and such Option in respect of such Share shall be of no further force or effect. Unexercised rights shall terminate when the related Option is exercised or the Option terminates.

4. EXERCISE OF PARTICIPANT’S OPTIONS

4.1 Subject to the provisions of the Plan, an Option may be exercised by the Participant only on or after the Earliest Exercise Date and thereafter from time to time at his or her discretion to purchase in the aggregate a number of Shares equal to the aggregate of the previously unexercised portion of the Designated Number, provided that, unless the Company otherwise determines,

(a) subject to (b), the maximum number of Shares which the Participant may purchase under the Option during each of the Option Years shall be equal to the Designated Percentage of the Designated Number of the Option, and

(b) if the number of Shares purchased under the Option during any of the Option Years is less than the maximum number which could have been purchased under the Option during that Option Year, the difference shall be carried forward and added to the maximum number of Shares which may be purchased under the Option in the immediately following Option Year, and so on from time to time, provided that the percentage of the Designated Number which the Participant may purchase under an Option shall not exceed one hundred per cent (100%).

4.2 Notwithstanding section 4.1,

(a) the Company may at any time determine that Options may be exercised by a Participant as to the entire Designated Number; and

(b) Options may be exercised by the legal representative of a Participant as to the entire Designated Number in the event of the death of the Participant.

4.3 If the Participant ceases to be employed by the Company or any of its Subsidiaries or Designated Affiliated Entities, for any reason other than the death, Disability or Retirement of the Participant, unless the Company otherwise determines, all or such portion of the Participant’s Options which are not exercisable on the Participant’s Termination Date shall terminate on the Participant’s Termination Date.

Sun Life Financial Inc. 6

Executive Stock Option Plan November 23, 2022

4.4 Unless the Company otherwise determines, a Participant’s Option shall terminate on and may not be exercised after the date which is the earliest of:

(a) twelve months after the Participant’s termination of employment with the Company or any of its Subsidiaries or Designated Affiliated Entities by reason of death or Disability;

(b) (i) in respect of an Option with a Date of Grant prior to February 13, 2019, thirty-six months after the Participant’s termination of employment with the Company or any of its Subsidiaries or Designated Affiliated Entities by reason of Retirement; and (ii) in respect of an Option with a Date of Grant on or after February 13, 2019, sixty months after the Participant’s termination of employment with the Company or any of its Subsidiaries or Designated Affiliated Entities by reason of Retirement;

(c) the Participant’s Termination Date, if the Participant ceases to be employed by the Company or any of its Subsidiaries or Designated Affiliated Entities for Just Cause; and

(d) 60 days after the Participant’s Termination Date, if the Participant ceases to be employed by the Company or any of its Subsidiaries or Designated Affiliated Entities, for any reason other than death, Disability, Retirement of the Participant or termination of employment for Just Cause.

In any event, the Participant’s Options shall terminate and may not be exercised after the Latest Exercise Date of the Participant’s Option.

4.5 The transfer of an employee from the Company to a Subsidiary or a Designated Affiliated Entity, from a Subsidiary or a Designated Affiliated Entity to the Company, or from one Subsidiary or Designated Affiliated Entity to another Subsidiary or Designated Affiliated Entity, shall not be considered a termination of employment for the purposes of the Plan, nor shall it be considered a termination of employment if a Participant is placed on such other leave of absence which is considered by the Company as continuing intact the employment relationship; in such a case, the employment relationship shall be continued for the purposes of this Plan until the later of the date when the leave equals ninety consecutive days or the date when a Participant’s right to reemployment shall no longer be guaranteed either by law or by contract, except that in the event active employment is not renewed at the end of the leave of absence, and unless otherwise determined by the Company, the employment relationship for the purposes of this Plan shall be deemed to have ceased at the beginning of the leave of absence.

4.6 The exercise of an Option under the Plan shall be made by notice to the Company or the administrator of the Plan retained by the Company in writing specifying and subscribing for the number of Shares in respect of which the Option is being exercised at that time and accompanied by payment of the aggregate Option Price for such number of Shares by a certified cheque, bank draft or wire transfer payable to the Company or other similar means of payment

Sun Life Financial Inc. 7

Executive Stock Option Plan November 23, 2022

satisfactory to the Company in the amount of the aggregate Option Price for such number of Shares. Upon receipt of such notice and payment, the Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable shares of the Company. As of the business day the Company receives such notice and such payment, the Participant (or the person claiming through him or her, as the case may be) shall be entitled to be entered on the share register of the Company as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter a certificate representing the said number of Shares.

5. MAXIMUM NUMBER OF SHARES TO BE ISSUED UNDER THE PLAN

5.1 The number of Shares which may be issued under Options issued and outstanding pursuant to this Plan is limited to 29,525,000. The number of Shares which may be reserved for issuance under Options granted pursuant to this Plan together with Shares which may be reserved for issuance under options granted under any other employee-related plan of the Company or options for services granted by the Company to any one person shall not exceed 1% of the outstanding Shares. In each case, the Company may from time to time designate such other maximum number which, however, will not in any event exceed the maximum number permitted from time to time under any applicable law or under Stock Exchange Rules.

5.2 If any Option has terminated or expired without being fully exercised, any unissued Shares which have been reserved to be issued upon the exercise of the Option shall become available to be issued upon the exercise of Options subsequently granted under the Plan.

5.3 Subject to any applicable regulatory requirements, the Company may, but is not obligated to, acquire issued and outstanding Shares in the market for the purposes of providing Shares to Participants upon the exercise of Options under the Plan. The Shares acquired for this purpose shall not be included for the purposes of the determining the maximum number of Shares to be issued under the Plan in accordance with section 5.1.

5.4 Under this Plan and any other security based compensation arrangement of the Company:

(a) the number of Shares reserved for issuance pursuant to stock options granted to insiders shall not exceed 10% of the outstanding Shares;

(b) the number of Shares issued to insiders, within a one year period, shall not exceed 10% of the outstanding Shares; and

(c) the number of Shares issued to any one insider and such insider’s associates, within a one year period, shall not exceed 5% of the outstanding Shares.

6. ANTI-DILUTION PROVISIONS

6.1 If the number of outstanding Shares of the Company shall be increased or decreased as a result of a stock split, consolidation or recapitalization and not as a result of the issuance of Shares for additional consideration or by way of stock dividend, the Company shall make appropriate adjustments to the Designated Number of any Option which has previously been granted under the Plan, the maximum number of Shares which the Participant may thereafter purchase under such Option, the Option Price in respect of such Option and the maximum number of Shares which may be issued under the Plan under section 5.1.

Sun Life Financial Inc. 8

Executive Stock Option Plan November 23, 2022

6.2 No fractional Shares shall be issued upon the exercise of an Option nor shall any script certificates in lieu therefor be issuable at any time. Accordingly, if as a result of any adjustment under section 6.1 a Participant would otherwise have become entitled to a fractional share upon the exercise of an Option, he or she shall have the right to purchase only the next lower whole number of Shares and no payment or other adjustment will be made with respect to the fractional interests so disregarded.

7. ACCOUNTS AND STATEMENTS

7.1 The Company shall maintain records of the details of each Option granted to each Participant under the Plan, including the Date of Grant, Designated Number and the Option Price of each Option, the number of Shares in respect of which the Option has been exercised and the maximum number of Shares which the Participant may still purchase under the Option. Upon request therefor from a Participant and at such other times as the Company shall determine, the Company shall furnish the Participant with a statement setting forth the details of his Options. Such statement shall be deemed to have been accepted by the Participant as correct unless written notice to the contrary is given to the Company within 30 days after such statement is given to the Participant.

8. REORGANIZATION

8.1 In this Article 8, “reorganization” means (i) capital reorganization, (ii) merger, (iii) amalgamation, (iv) offer for Shares which if successful would entitle the offeror to acquire, 20% or more of the Shares; (v) acquisition by a person of 20% or more of the Shares outstanding immediately after such acquisition, unless another person has previously acquired and continues to hold Shares that represent a greater percentage than the first-mentioned person; (vi) arrangement, plan of arrangement or other scheme of reorganization, (vii) corporate reorganization or restructuring, (viii) a Change in Control, or (ix) extraordinary distributions to shareholders, including cash dividends, dividends in kind and return of capital.

8.2 In the event of a reorganization or proposed reorganization, the Company, at its option, may do any one or more of the following:

(a) the Company may irrevocably commute any Option that is still capable of being exercised, upon giving to the Participant to whom such Option has been granted at least 30 days’ written notice of its intention to commute the Option, and during such period of notice, the Option, to the extent that it has not been exercised, may, notwithstanding any provisions in this Plan, be exercised by the Participant up to the Designated Number of Shares which may be purchased under the Option, without regard to the limitations contained in subsection 4.1(a), and on the expiry of such period of notice, the unexercised portion of the Option shall terminate and be cancelled, or

Sun Life Financial Inc. 9

Executive Stock Option Plan November 23, 2022

(b) the Company or any corporation which is or would be the successor to the Company or which may issue securities in exchange for Shares upon the reorganization becoming effective may offer any Participant the opportunity to obtain a new or replacement option over any securities into which the shares are changed or are convertible or exchangeable, on a basis proportionate to the number of Shares under option; in such event the Participant shall, if he accepts such offer, be deemed to have released his Option over Shares and such Option shall be deemed to have terminated, or

(c) the Company may adjust the number of Shares or kind of shares theretofore authorized for but not yet covered by Options, the number of Shares or kind of shares or securities, whether of the Company or of another corporation or entity, then subject to outstanding Options, the Option Price applicable under any outstanding Options, the number of Shares or kind of shares or securities, whether of the Company or of another corporation or entity, generally available for Options or available for a Participant or under the Plan and/or such other adjustment as may be appropriate.

8.3 Subsections (a), (b) and (c) of section 8.2 are intended to be permissive and may be utilized independently or successively in combination or otherwise, and nothing therein contained shall be construed as limiting or affecting the ability of the Company to deal with Options in any other manner.

8.4 Subject to the foregoing provisions, in the event that a Change in Control occurs and the Company has not taken any action pursuant to section 8.2 in respect of such Change in Control, all outstanding Options as at the date of the Change in Control may be exercised by Participants up to the Designated Number of Shares which may be purchased under the Options without regard to the limitations contained in subsection 4.1(a), as of and subsequent to the date on which the Change in Control occurs.

9. NOTICES

9.1 Any notice, statement, certificate or other instrument required or permitted to be given to a Participant or any person claiming or deriving any rights through him or her shall be given by:

(a) delivering it personally to the Participant or to the person claiming or deriving rights through him, as the case may be, or

(b) mailing it postage paid or delivering it to the address which is maintained for the Participant in the Company’s personnel records, or

(c) a notice communicated using telephonic or electronic means to an address or location provided for or by the Participant for this purpose.

9.2 Any notice, statement, certificate or instrument required or permitted to be given to the Company shall be given by (a) mailing it postage prepaid, (b) delivering it to the Company at its principal address to the attention of the Company Secretary, or (c) if established by the Company, a notice communicated using telephonic or electronic means to an address or location provided for the Participant by the Company for this purpose.

Sun Life Financial Inc. 10

Executive Stock Option Plan November 23, 2022

9.3 Any payment required or permitted to be given to a Participant, or any person claiming or deriving any rights through him or her, shall be given by the means specified in sections 9.1(a) and (b) and sections 9.2(a) and (b), or through a wire transfer, or other similar means of payment satisfactory to the recipient.

9.4 Any payment, notice, statement, certificate or other instrument referred to in section 9.1, 9.2 or 9.3 if delivered, shall be deemed to have been given or delivered on the date on which it was delivered or, if mailed, shall be deemed to have been given or delivered on the date of receipt.

10. GENERAL

10.1 The Company, acting by or under the authority of the Board, may, from time to time and at any time, add to or amend any of the provisions of the Plan or an Option, or terminate the Plan, other than the following matters which require the approval of the holders of a majority of Shares present and voting in person or by proxy at a meeting of shareholders of the Company:

(a) an increase in the number of Shares issuable pursuant to the Plan;

(b) any amendment that would reduce the Option Price of an outstanding Option (including by cancelling an Option and re-granting the Option on different terms within three months of such cancellation);

(c) an amendment that would extend the term of any Option granted under this Plan beyond the Latest Expiry Date of the Option;

(d) amending or deleting section 3.1(c) so as to allow for a maximum term of an Option to be greater than 10 years;

(e) expanding the authority of the Company to permit assignability of Options beyond that contemplated by section 10.3;

(f) adding to the categories of Participants who may be designated for participation in the Plan;

(g) increasing or deleting the percentage limits relating to Shares issuable or issued to insiders in section 5.4;

(h) increasing or deleting the percentage limit on Shares reserved for issuance to any one person pursuant to Options in section 5.1;

(i) amending the Plan to provide for other types of compensation through equity issuance; and

Sun Life Financial Inc. 11

Executive Stock Option Plan November 23, 2022

(j) deleting one of the above clauses (a) through (i),

other than, for greater certainty, a change resulting from an adjustment under Article 6 or Article 8. Any amendment shall apply only in respect of Options granted on or after the date of such amendment unless the affected Participant otherwise agrees. Such agreement is not required if an amendment is made pursuant to Article 6 or Article 8.

10.2 The Company has the authority to administer, implement and interpret the Plan.

The determination by the Company of any question which may arise as to the interpretation or implementation of the Plan or any of the Options granted hereunder shall be final and binding on all Participants and other persons claiming or deriving rights through any of them. In administering the Plan, the Company may seek recommendations from the chief executive officer of the Company. The Company may also delegate to the Committee and any director, officer or employee of the Company such duties and powers relating to the Plan as it may see fit and the Committee may also delegate to any director, officer or employee of the Company such duties and powers related to the Plan as have been delegated to it. The Company may also appoint or engage a trustee, custodian or administrator to administer or implement the Plan.

10.3 The Plan shall enure to the benefit of and be binding upon the Company, its successors and assigns. The interest of any Participant under the Plan or in any Option shall not be transferable or alienable by him or her either by pledge, assignment or in any other manner during his or her lifetime except, with the prior approval of the Company on such terms and conditions as the Company may reasonably determine and subject to any requirements under Stock Exchange Rules, the Participant may transfer an Option for no consideration to a spouse, minor child or minor grandchild. Upon any such permitted transfer, the transferred Options shall be deemed for purposes of the Plan to continue to be held by the Participant, and shall continue to be subject to the terms and conditions of the Plan as if the Participant remained the sole holder thereof. After his or her lifetime, the Option shall enure to the benefit of and be binding upon the legal personal representatives of the Participant.

10.4 The Company’s obligation to issue Shares in accordance with the terms of this Plan and any Options granted hereunder is subject to receipt by the Company of such approval of the Plan, if any, by its shareholders as required under Stock Exchange Rules or as the Company or its advisors deem necessary or desirable and compliance with the laws, rules and regulations of all public agencies and authorities applicable to the issuance and distribution of such Shares and to Stock Exchange Rules. As a condition of participating in the Plan, each Participant shall agree to comply with all applicable Company policies and all such laws, rules and regulations, and to furnish to the Company all information and undertakings as may be required to permit compliance with such laws, rules and regulations.

10.5 No member of the Board or the Committee shall be liable for any action or determination made in good faith in connection with the Plan and members of the Board and the Committee shall be entitled to indemnification and reimbursement from the Company in respect of any claim relating thereto.

10.6 A Participant shall have no rights as a shareholder in respect of Shares subject to an Option until such Shares have been paid for in full and issued.

Sun Life Financial Inc. 12

Executive Stock Option Plan November 23, 2022

10.7 Neither designation of an employee as a Participant nor the grant of any Options to any Participant entitles any Participant to the grant, or any additional grant, as the case may be, of any Options under the Plan. Neither the Plan nor any action taken thereunder shall interfere with the right of the employer of a Participant to terminate a Participant’s employment at any time.

10.8 Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any employee’s employment with the Company, a Subsidiary or Designated Affiliated Entity.

10.9 This Plan was instituted on the 30th day of March, 2001 and was most recently amended and restated as of November 23, 2022.

Sun Life Financial Inc. 13

EX-FILING FEES

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Sun Life Financial Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to be Paid	Equity	Common Shares (1)	457(h)	3,000,000	$49.83 (2)	$149,490,000	0.0001102	$16,473.80
	Total Offering Amounts					$149,490,000		$16,473.80
	Total Fees Previously Paid							N/A
	Total Fee Offsets							N/A
	Net Fee Due							$16,473.80

(1) Common shares issuable upon exercise of outstanding options and options to be granted under the Sun Life Financial Inc. Executive Stock Option Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration also includes any additional Common Shares that become issuable under the Plan by reason of any share dividend, share split, recapitalization or other similar transaction.

(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee for Common Shares to be issued pursuant to the Plan, based on the average of the high and low prices reported for a Common Share on the New York Stock Exchange on February 7, 2023, which was US$49.83 per share.