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Sun LifeShare Accountincluding termsand conditionsThis booklet is for residents of Canada.Life’s brighter under the sun
This booklet contains informationabout your Sun Life commonshares in the Share Account.Sun Life Share AccountTable of contents:1General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Share selling service . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Transferring your shares to a broker account . . . . . . . . 54Requesting a DRS statement . . . . . . . . . . . . . . . . . . . . . 65Share selling service – terms and conditions . . . . . . . . 82
1General InformationA Share Account was established for eligible policyholdersin Canada to hold the shares of Sun Life issued whenSun Life Assurance Company of Canada demutualized inMarch, 2000 . If your shares are held in the Share Account,your shares are registered in the name of AST TrustCompany (Canada) (“AST”) as the nominee who holdsthem on your behalf, and you would have received a ShareCanadaAST Trust Company (Canada)Fax: 1-888-249-6189Within Canada Tel: 1 877 224-1760 (English)Outside Canada Tel: (416) 682-3865Mon . to Fri . 8:30 am to 6:00 pm (Eastern Time)Ownership Statement .sunlifeinquiries@astfinancial.comFormer shareholders of Clarica Life Insurance Company whowww.astfinancial.com/ca-enreceived a Share Ownership Statement at the time of thecombination transaction between Sun Life and Clarica LifeCourier or Personal Delivery:Insurance Company (May 2002) may also hold their shares in1 Toronto Street, Suite 1200the Share Account for Canadian residents .Toronto, OntarioAST administers the Share Account in Canada and keepsa record of the number of shares held on your behalf inthe account .Canada M5C 2V6Mailing Address:PO Box 7010Station BMontreal, QuebecCanada H3B 3K3Sun Life Share Account3
2Share Selling ServiceAs a participant in the Share Account, you may sell yourThe price you will receive for your sharesshares by using the Share Selling Service . You cannot buyShares will be sold at the market price at the time youradditional shares through the service . The Share SellingService is only available to residents of Canada who haveshares in the Share Account . If you remove your shares fromthe Share Account or if you do not reside in Canada, youcannot use the Share Selling Service . AST administers theShare Selling Service . For more information on the ShareSelling Service, see “Share Selling Service – Terms andConditions” in Section 5 .How to sell your shares held in the share accountYou can sell some or all of your shares held on your behalfin the Share Account .To request the sale of your shares, you should tear offForm A found on the front of your Share OwnershipStatement, complete the form and mail it to AST . If youdo not have a Share Ownership Statement contact AST torequest a replacement. You can also send a signed writtenrequest to AST .AST will not provide investment advice – you will have tomake your own decision about whether to keep or sell yourshares . AST can arrange the sale of your shares, you do notshares are sold . You will receive the weighted average pricefor all shares sold in your pool, less the transaction fees(described below) for use of the service . Because the ShareSelling Service operates this way, you will not be able todictate the exact date on which your shares are sold or theprice at which they are to be sold .The price of your shares could decrease or increase, and thevalue of your shares could change significantly, between thetime you request a share sale and the time your shares areactually sold .AST will mail you a cheque for the proceeds (in Canadiandollars) within four business days after your shares are sold .Fees to sell your sharesThe fee for each sale transaction is CAD 15 .00 plusCAD 0 .03/share and will be deducted from your sale proceeds .These fees are generally lower than what you would pay tosell your shares through a full service stock broker .Sun Life is not subsidizing the costs of using the ShareSelling Service .need to retain your own stock broker .Availability of the Share Account and Share Selling ServiceIf shares are owned by more than one person, all shareholdersSun Life may close the Share Account or discontinuewho own the shares must authorize the sale in writing .the Share Selling Service at any time . If this happens,Corporations, trusts, estates (the representatives of ashareholders with shares in the Share Account will receiveshareholder who has died), partnerships, legal guardians,at least 90 days’ notice and information about otherholders of power of attorney and other entities wishing tooptions for holding their shares.sell the shares should contact AST for more information onother requirements that will apply .Once you request that your shares be sold, you cannotcancel or change your request.How your shares will be soldShares sold under the Share Selling Service will be pooledwith the shares of other shareholders using the serviceand sold on The Toronto Stock Exchange through a stockbroker . The shares may be sold on the next trading dayafter a share sale order is received provided that there is asufficient number of other shares to be sold on that day . Ata minimum, the shares will be sold within five business daysafter the sale order has been received and authenticated .Sun Life Share Account4
3Transferring Your Shares to a Broker AccountIf you transfer your shares to a broker account, you mustget a signature guarantee . Visit AST’s web site https://transfer all of your shares held in the Share Account at theca.astfinancial.com/SecTranForm EN to download thesame time, and you will not be entitled to return to thetransfer form and learn more about signature guarantee .Share Account or use the Share Selling Service .Once the form is completed, your advisor must send itThe following explanation applies to individuals only .to AST .Corporations, trusts, estates (the representatives of aIf you do not have an account with a broker, you will haveshareholder who has died), partnerships, legal guardians,to open one . There may be a fee to open an account .holders of a power of attorney and other entities shouldOne of the benefits of transferring your shares to a brokercontact their advisor for more information, documents andaccount is that you can instruct the advisor to sell yourrequirements that might apply .shares at any time, either at the market price or at a priceYou should be able to use your Share Ownership Statementyou specify .as proof of ownership of your shares to transfer your sharesAST will not charge you a fee for transferring your shares toto a broker account in Canada .a broker account .To transfer your shares to a broker account, tear off Form BAST will process all completed requests to transfer shares tofound on the back of your Share Ownership Statementa broker account within two business days after receivingand complete it with the help of your advisor . Contactthe request . Transfers which require further documentationAST if you do not have an ownership statement (AST’smay take longer to process .contact information is on page 3). You will also need toSun Life Share Account5
4Requesting a DRS StatementYou may remove your shares from the Share Account andFees for obtaining a DRS Statementobtain a DRS Statement at any time . Sun Life issues sharesThere is no fee for obtaining a DRS Statement from thethrough the Direct Registration System (DRS) . If you requesta DRS Statement, it must be for all of your shares – youShare Account .cannot keep a portion of your shares in the Share Account .Advantages of holding a DRS StatementWe remind you that if you remove your shares from the can be replaced at any time, no cost involvedShare Account, you will not be entitled to return to the easy process to transfer shares to a broker accountShare Account or use the Share Selling Service .How to request a DRS Statement from a share accountIf you are an individual, you can request a DRS Statementin writing by mail, scanned signed letter via email, or fax .If shares are owned by more than one person, all ownersmust request a DRS Statement in writing by mail, scannedsigned letter via email, or fax .Corporations, trusts, estates (the representatives of ashareholder who has died), partnerships, legal guardians,holders of a power of attorney and other entities wishingto request a DRS statement should contact AST for moreinformation as additional requirements will apply .Sun Life Share Account6
Share certificatesDisadvantages of holding a share certificateIf you would like a share certificate, you should mail a writtenMost Canadian investors do not hold share certificates ofrequest to AST . In order for the request to be valid, it mustcompanies listed on stock exchanges . The main reasons are:be signed by you and by any other owners of the shares . AST will mail your share certificate within two business daysafter receiving your request .the steps required to sell shares using a share certificate,and the inconvenience and cost involved to replace it if youlose it .If you have a share certificate and you would like to sellyour shares, you must deliver the certificate, together withany other required documents, to your broker and arrangefor your broker to sell your shares . If you do not have anaccount with a broker, you will have to open one . Theremay be a fee to open an account .Sun Life Share Account7
5Share Selling Service Terms and ConditionsThe following are the terms and conditions upon which youagree to sell your shares using the Share Selling Service inCanada (the “Service”) arranged by Sun Life Financial Inc .(“the Corporation”) .1. Operation of the ServiceThe Service is operated by AST Trust Company (Canada)(“AST”) . The Corporation has authority, in consultationwith AST, to interpret these terms and conditions and,from time to time, to formulate administrative provisionsfor the implementation and operation of the Service .Only common shares held in the Canadian ShareAccount with AST may be sold under the Service .2. Eligibility to Use the ServiceThe Service may only be used by shareholders residentin Canada who (i) hold the Corporation’s common sharesin the Share Account established by the Corporationwhen Sun Life Assurance Company of Canadademutualized or (ii) are former shareholders of ClaricaLife Insurance Company who became shareholdersof the Corporation as a result of the combinationtransaction between the Corporation and ClaricaLife Insurance Company in May 2002 . These formershareholders of Clarica Life Insurance Company receiveda Share Ownership Statement in June 2002 .You will no longer be eligible to use the Service if youThe Corporation, Sun Life Assurance Companysell all your shares, transfer all your shares to a stockof Canada, AST and their respective employees,broker or their nominee or transfer ownership of all yourrepresentatives and agents will not provide investmentshares to someone else, or request a DRS statement foror tax advice or recommendations of any kind toyour shares . If you are no longer a resident of Canada,shareholders . Before deciding to sell your shares, youyou will not be eligible to use the Service .may want to seek advice from a financial, tax or otherprofessional advisor.3. Share Sale RequestsYou must instruct AST to sell your shares in writing(using Form A attached to your Share OwnershipStatement or another written form of share sale request) .AST will arrange to sell your shares through a broker ona stock exchange .Sun Life Share Account8
You may sell all or a part of your shares when youFor the purpose of these terms and conditions, sharerequest a share sale under the Service. After you havesale requests received on a day that is not a businessrequested a share sale, you cannot change or cancelday will be deemed to have been received on the nextyour request. You may sell any of your remainingday that is a business day .shares in the Share Account in one or more separateYour shares will not be sold if:transactions under the Service.To request the sale of your shares, tear off Form A attachedto your Share Ownership Statement and complete, signand mail it to AST as indicated on the form .You may also deliver another form of written sharesale request which must include your name, completeaddress, social insurance number, Shareholder AccountNumber (found on your Share Ownership Statement)and the number of shares you wish to sell .In order for a written share sale request to be properlycompleted, it must be signed by you and by all other(a) normal trading is suspended on a stock exchange onwhich the shares are listed; or(b) normal trading is disrupted on a stock exchangeon which the shares are listed and AST has beenadvised by a broker that the market disruption couldhave a material adverse effect on the ability to sellshares or on the selling price .Once the suspension of trading or market disruption hasceased, your shares will be sold .6. Priceshareholders, as shown on the front of your ShareShares will be sold at the market price . You will receiveOwnership Statement . The signature on the requestthe weighted average price for all shares sold in yourreceived by AST must be an original . Accordingly,pool, less transaction fees charged for the use of theshareholders must mail or deliver their requests to sellService . You may receive a higher or lower price whenshares . Requests to sell shares by fax or by e-mail willyour shares are sold in a pool than if your shares werenot be accepted .sold individually through a stock broker .4. Authenticating Share Sale Requests7. FeesAST will authenticate share sale requests . In orderFor each share sale request, AST will deduct ato confirm that a share sale request is valid, AST willtransaction fee . These fees are subject to changerequire additional documentation from certain types ofwithout notice . Contact AST to request informationshareholders using the Service, including corporations,about the applicable fees .trusts, estates, partnerships, holders of a power ofattorney and legal guardians . Details are available from8. Payment of ProceedsAST . In addition, AST may request other information toAST will issue and mail a cheque in Canadian dollarsauthenticate a share sale request .for the net proceeds from the sale of your shares . TheAST reserves the right to reject any share sale request,cheque will be issued in the name of the shareholder orand will reject any request which has not beenshareholders appearing on AST’s records .authenticated to AST’s satisfaction .AST will mail proceeds of sale cheques to the address of5. Processing of Share Sale Requeststhe shareholder(s) on AST’s records within four businessdays of the sale of the shares . The information listedAST will pool all authenticated share sale requestson or accompanying a cheque will include the numberit receives, and an order to sell those shares will beof shares sold, the price received per share, the totaltransmitted to the designated securities broker .proceeds of the transaction, the fees charged for theShares will be sold on a pooled basis . After the order issale of the shares and the net proceeds .received and authenticated, the shares for any share salerequest may be sold on the next trading day providedthat there are a sufficient number of other shares tobe sold on that day. At a minimum, shares will be soldwithin five business days of receipt and authenticationof a share sale request with respect to those shares.Sun Life Share Account9. Requesting a Replacement Share Ownership StatementIf you have lost your Share Ownership Statement andwould like a replacement you must write to AST by mailand request one . Please provide your Sun Life Financialshareholder account number which is located on thestub of your dividend cheque .9
10. Change of Terms and Conditions of the Service(e) if sales orders pooled are not executed in full on aSubject to clause 7 of these terms and conditions,trading day, the remainder will be sold as soon asthe Corporation and AST reserve the right to changethe terms and conditions of the Service at any time .reasonably practicable thereafter and proceeds willbe distributed on a weighted average basis for allIf the Corporation determines that a change is notshares sold as part of the original pool;material, you will not receive notice of the change .(f) agree that AST may determine at any timeIf it determines that a change is material, AST or thewhether any share sale request made in writing hasCorporation will send you notice (at your address asbeen properly completed and constitutes a validrecorded in AST’s records) at least 15 days in advance ofauthorization to sell shares under the Service andthe change . The Corporation will determine, in its soleAST may also determine to accept an incompletediscretion, whether a change is material .share sale request;The terms and conditions of the Service may be(g) acknowledge that you are aware that the price ofamended without notice to you to make any changeshares can decrease or increase and the value ofrequired by law, a regulatory body or a stock exchangeyour shares could change significantly betweenon which the Corporation’s shares are listed .the time you request a share sale and the timeAny amended version of these terms and conditions willwhen the shares are actually sold for you and yoube available from AST .11. Termination of the Serviceacknowledge that, even if the share price changessignificantly, your shares will still be sold, unless ASTdoes not place the sale request due to a suspensionThe Corporation may terminate the Service at any time.or disruption referred to in clause 5 of these termsNotice of termination of the Service will be mailed toand conditions. Once the suspension or disruptionshareholders eligible to use the Service at least 90 dayshas ceased, your shares will be sold;prior to the termination date.(h) release, and acknowledge that you have no recourseThe Corporation may terminate the Service at any timeagainst, the Corporation, Sun Life Assurancewithout notice to you if it determines that the operationCompany of Canada, AST or any broker, and theirof the Service is not in compliance with applicablerespective directors, employees, representatives orlaws or rules of any stock exchange on which theagents, from and for any claims relating to the priceCorporation’s shares are listed or other regulatory body .at which your shares were sold under the Service;12. Agreement to Other Terms and ConditionsBy using the Service to sell your shares, you:(a) acknowledge that you have no recourse againstthe Corporation, Sun Life Assurance Company ofCanada, AST or any broker, and their respectivedirectors, employees, representatives or agents, forany reason, including failure to sell your shares;(b) acknowledge that you cannot change or cancel ashare sale request once made;(c) acknowledge that none of the Corporation, Sun LifeAssurance Company of Canada, AST or the brokerexecuting the sale of your shares has provided youwith any investment or tax advice concerning yourdecision to sell your shares, or is obligated to provideany such advice;(d) acknowledge that it is likely that your shares will notbe sold on the same day on which your share sale(i) acknowledge that all cheques, statements andother documents, as well as notices, sent to youunder these terms and conditions will be sent toyou by mail (or another method in the Corporation’sdiscretion) at your risk at the address in AST’s records;(j) acknowledge that it is your responsibility to keepyour address up to date with AST;(k) acknowledge that these terms and conditions maybe amended in accordance with clause 10 of theseterms and conditions; and(l) acknowledge your understanding of the otheraspects of the Service as described in these termsand conditions .The terms and conditions of the Service are governedby and will be interpreted in accordance with the lawsof the Province of Ontario and the laws of Canadaapplicable in Ontario .request is received by AST; Sun Life Assurance Company of Canada, 2020 .2020-SI-CE 1231
sell the shares should contact AST for more information on other requirements that will apply. Once you request that your shares be sold, you cannot cancel or change your request. How your shares will be sold . Shares sold under the Share Selling Service will be poole
