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The Annual and Special Meeting of Shareholders of Great-West Lifeco was held on Thursday, May 8, 2025, at 11:30 a.m. ET | 10:30 a.m. CT.

The Canada Life Assurance Company annual meeting of Shareholders and Policyholders was held concurrently.

 

Good morning, everyone. 

I'm Jeff Orr, I'm Chair of Great-West Lifeco and Canada Life.

And it's my pleasure to welcome you today to our Annual Meeting.

I'm glad to have the boards of Great-West Lifeco and Canada Life.

I'm really pleased to welcome you to today's Annual Meetings.

Today we're in Canada Life's Toronto office

for those of you who are here. Those of you online may not know

we are situated in the territory of the Mississaugas of the credit,

the Anishinaabeg, the Haudenosaunee and the Huron-Wendat nations.

We acknowledge the Dish with One Spoon covenant, a treaty whose spirit

is one based on collective stewardship and one which extends

to all living present day Toronto. Thanks to each of you for

joining us here this morning. And welcome all of you who are

joining us virtually. Now with me today are Paul Mahon,

president and chief executive officer of Great-West Lifeco

and Canada Life. On my left and to his left is

Gord Peters, vice-president and associate general

counsel and corporate secretary. Also joining us today are

members of our senior management team and members of our board.

And I'd like to also welcome Ray McFeetors, who was

president and CEO and then Chair of Great-West Lifeco and Canada

Life for many years. Welcome, Ray. So this year once again,

we're holding our Annual Meetings as hybrid meetings.

This means that shareholders, policyholders, proxyholders

have the flexibility to attend and participate in the meetings,

either in person or online. We've taken steps so that no matter

which way you're participating, we hope the experience will be

comparable - with opportunities for you to vote, to ask questions,

provide direct feedback to our boards and to management.

With some participants joining the meeting online, at times aregoing to

pause to wait for online voting, so thanks in advance for yourpatience.

Since Canada Life is a subsidiary of Great-West Lifeco, we'regoing to

hold the meetings concurrently and I now call the meetings toorder.

Gord will act as secretary of the meetings, and Kyle Gould,

a representative of Computer Investor Services,

is going to act as scrutineer. The scrutineer confirmed that

the required four quorums, excuse me, of the shareholders

and the policyholders are represented at these meetings.

The meeting notices went out to shareholders and policyholders

of record March 13th, 2025 and I therefore declare the

meetings duly constituted for the transaction of business.

I'd like to ask Gord to address several procedural aspects of

today's meetings. Gord. Thank you, Mr. Chair.

For those attending online, the polls will open shortly

for voting on all items of business at the Great-West Lifecomeeting.

You may vote online during the meeting by clicking on your vote...

on the voting icon at the top of your screen and clicking onyour

choice displayed on screen. For those attending in person,

the voting at today's meetings will be conducted by ballot.

Policyholders, shareholders and proxyholders here in personwho

have not already voted by proxy have been given ballots in the

following colours - blue for Canada Life and white for Great-WestLifeco.

To vote by ballot, place an X in the appropriate box,

and ensure that you both print and sign your name clearly and

provide the additional information where required.

During each item of business, we will pause to respond to relevant

questions we have received, either in person or through the onlineplatform.

For those attending in person, if you wish to ask a question,

please raise your hand and an usher will provide you with a wireless

microphone, at which point you're asked to stand while askingyour

question - if you're able to do so. Before asking your question,

please give your full name and identify whether you are a Canada

Life policyholder, a Lifeco shareholder, or a proxyholder.

For those attending online, you are able to ask questions

through the Lumi platform. To do so, click on the messaging

icon at the top of your screen. Enter your telephone number and

the subject of your question and then click the send button.

If your question relates to a specific item of business to be

considered today, please clearly indicate which

item your question relates to so that we can ensure that it is

addressed at the appropriate time. The Lumi platform will thendial

you into the meeting. At that point, to prevent any delay or feedback,

please mute your computer and listen to the meeting only on yourphone.

When called upon to ask your question, you will be unmuted

and may address the meeting. Please then provide your full

name and state whether you are a shareholder,

policyholder or proxyholder. Once discussion is concluded onall

items of Great-West Lifeco business, we will declare voting closedfor

that meeting and we will then attend to the Canada Life Meeting,

at which point the online polls will open for voting on all

items of Canada Life business. After voting ends,

any in-person ballots will be collected and the results will

be tabulated by our scrutineer. We will then have a general

discussion and answer question, following which I will announce

the preliminary voting results. If your question relates to a

personal matter, or if we're unable to answer your

question during the meeting, we invite you to proceed to the

registration desk after the meeting where a client service representative

is available to meet with you. If you've asked your question

through the online platform, a company representative will

contact you after the meeting. We will do our best to respond to

all questions during the meetings. The remarks you hear today may

include forward looking statements. Actual results could differ.

Also, some of the matters discussed today may

include references to non-IFRS financial measures.

Cautionary statements regarding these matters can be found in

our Annual Reports, which are available on our websites, so you

don't have to try to read that. That concludes my comments on the

conduct of the meetings, Mr. Chair. That's a lot of instructions, Gord.

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

Can anybody recite what Gord just said? Thank you. Thank you.

So I now declare the polls open on all items of business for Great-

West Lifeco. The Great-West Lifeco meeting. And our first item of business

is a submission of the financial statements and reports.

The Annual Reports for both companies were mailed to shareholders and

policyholders who requested them. They contain the audited financial

statements of the companies and the auditors reports, and these documents

can also be assessed, accessed, excuse me, on our websites.

Does anyone attending today or in person

have a question or comment relating to the financial statements?

Gord? Have we received any online?

Great. Thank you. So the next item of business is

the election of the Great-West Lifeco directors.

Before we vote on this matter, I would like to thank my fellow

directors for their dedication and their hard work over the pastyear.

Our boards are deeply committed to the business and affairs of the

company and their responsibilities, and their continued oversight of

Great-West Lifeco and Canada Life business plans and strategies.

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

So this year we have 19 individuals to be elected to the

Great-West Lifeco Board. Following 19 individuals as

identified in our proxy circular will be nominated Michael Amend,

Deborah Barrett, Robin Bienfait, Heather Conway, Marcel Coutu,

Andre Desmarais, Paul Desmarais Jr, Gary Doer, Claude Genereux,

Jake Lawrence, Paula Madoff, Paul Mahon, Susan McArthur,

Jeffrey Orr, James O'Sullivan, Timothy Ryan, Dhvani Shah, Siim

Vanaselja, and Brian Walsh. So, Gord, would you please present

the nominees for election? I nominate for election as

directors of Great-West Lifeco, Inc., the 19 individuals listed in Lifeco's

Management Proxy Circular, each for a term ending at the close of

the next Annual Meeting. Thank you. Does anyone attending today,

or in person have a question or comment that relates to the

directors nominees? Gord. Have we received any questions

online? We have not. So we'll now proceed to vote.

The Board of Directors and Management recommend voting for the director

nominees listed in the Great-West Lifeco's Management Proxy Circular.

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

Well, Canada Life policyholders attending

online will see voting options, only votes from Great-West Lifeco

shareholders or their proxyholders will be counted by our scrutineers

on this particular matter. You may vote for or against the

election of each nominee by selecting the appropriate boxes

on your ballot, on your screen. For those here that have 

paper ballots, you may vote for against all 19 nominees

by placing an X in the appropriate box above the dotted line.

Since there are 19 nominees for election and 19 positions to be

filled, please ignore the column entitled Distribution of Votes.

And do we need to wait for...we don't need to wait for

tabulation at this point. That'll be fine. Thankyou.

So the next order of business is the appointment of the Auditor

of Great-West Lifeco. It proposes that Lifeco's

current auditor, Deloitte LLP be reappointed.

And Gord, would you please present the motion?

I move that Deloitte LLP be appointed auditor of Great-WestLifeco Inc.,

for the 2025 financial year, to hold office until the close

of the next Annual Meeting, its remuneration to be fixed by

the Board of Directors. Thank you. And does anyone attending today have

a question regarding the auditors? Any online Gord? None.Thank you.

So we'll proceed to vote on the matter.

The board management recommend voting for the appointment ofDeloitte

LLP as Great-West Lifeco's Auditor. Motion must be approved by a

majority of the votes cast. You may vote for or withhold from

voting for the auditor by selecting the appropriate box on your ballot,

on your screen.

And I think we just carry on. The next order of business is a

consideration of a resolution to amend Lifeco's articles of

incorporation. It's proposed that Lifeco's

articles be amended to modernize its common share dividend provisionto

allow for common share dividends, which remain unclaimed aftera

period of six years, to be reclaimed by Great-West Lifeco.

This change will align with the provisions of Great-West Lifeco's 

common shares, its preferred share line of common shares withthe

preferred shares, and in fact, with the practice that is common

across the industry. It will help reduce the administration required

with dividends that remain unclaimed for long periods of time.

So, Gord, would you please present this motion?

I move that the articles of the corporation be amendedto allow

Lifeco to reclaim common share dividends, which remain unclaimedfor

a period of six years, and that the Corporate Secretary be authorizedto

execute and deliver all documents, and to do all other acts asmay

be necessary or advisable to give effect to this resolution.

Any questions in the room? Any questions on line, Gord?

There are not. Okay. So we'll now proceed with the

vote on the matter. The board and management recommending

voting for the amendment. The motion must be approved by at

least two thirds of the votes cast. You may vote for or againstthe

amendment of the articles by selecting the appropriate box on

your ballot or on your screen. So the next order of businessis the

consideration of an advisory vote. Vote on Lifeco's approachto

executive compensation. Text of the proposed resolution

is set out in Lifeco's Management Proxy Circular.

Gord, would you please present the motion?

I move that on an advisory basis and not to diminish theroles

and responsibility of the board. The shareholders accept the

approach to executive compensation disclosed in Lifeco's Management

Proxy Circular. Thank you. Obviously, the company's success

depends on the strength and the performance of our people.

Our executive compensation program is designed to support ourstrategic

priorities and reward the executives for long-term performance.

And this objective is reflected in our philosophy of pay forperformance.

without encouraging inappropriate risk taking.

We believe our approach to executive compensation is alignedwith the

interests of our stakeholders. Given that executives and

stakeholders share common goals, namely the success of the

company over the long term and improve shareholder value.

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

The vote is advisory and it's non-binding, but the voting results

will be considered when the Human Resource Committee assessesexecutive

compensation in the future. So does anyone attending have a

question on this particular item? And Gord, online? Anything?

There are none. Thank you. So then we're going toproceed

to vote. And the board and the management

recommend voting for our approach to executive compensation.

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

So the next order of business is a consideration of a resolution

to approve an amendment to Lifeco's stock option plan to

increase the number of common shares that may be used under

the plan by 8.5 million shares. Text to the proposed resolution

can be found in the Management Proxy Circular. Gord

again, would you please make the motion?

I move that the amendment to the stock option plan, approvedby the

Lifeco Board on February 5th, 2025 and described in Lifeco's

Management Proxy Circular to increase the number of common

shares that may be issued under the stock option plan by 8.5

million be approved. Thank you. Any questions on the matter?

Again online. Any questions? There are none.

So we'll proceed to vote on the matter.

And again the board and the management recommend voting for

this particular motion. And it must be approved by a

majority of the votes. You may vote for against the

amendment of the stock option plan by selecting the appropriate box

on your ballot or on your screen. Okay, so the next order of

business is the consideration of a shareholder proposal submitted

by Investors for Paris Compliance. The full text to the shareholder

proposal is set out in schedule A of Lifeco's Management Proxy Circular.

Now I invite Kyra Bell Pasht. Excuse me, a representative of

Investors for Paris Compliance, to present and move the proposal

and Miss Bell Pasht. I would ask you to 

keep your comments to two minutes. There you are.

So, please, I would invite you to speak.

I think there's a microphone that should be available for you.

Thank you very much. I'll do my best to keep the comments

to that time. Great. So good morning, members of the

board, staff and fellow investors. My name is Kyra Bell Pasht.

I work with Investors for Paris Compliance,

a shareholder advocacy group that holds public companies accountable

to their net zero commitments. I'm here to move this proposal.

Thank you to Great-West Lifeco for open and informative discussions

over the past few months. I'm here speaking to this proposal

today, not because I believe it will receive a majority vote.

I know that's not possible due to share ownership, but because

this is an important opportunity to speak directly to the board,

shareholders and staff. We want Lifeco to continue to

thrive in its mission to support client well-being and deliver

strong investment returns. We believe this means following

through on your 2021 net zero commitment for the general account,

and eventually broader assets under management.

Your net zero commitment is a recognition of the material

financial risks that fossil fuels represent to your portfolio,

especially over the mid to long term. Not to mention the health

related risks that fossil fuel combustion and

climate change induced extreme weather posed to your clients.

Canada's financial regulator OSFI agrees, expecting Lifeco andits peers

to develop net zero transition plans. A transition plan is atechnical term

defined by GFANS as a set of goals, actions and accountabilitymechanisms

to align with net zero emissions. In simpler terms,

what concrete steps will Lifeco take to achieve specific outcomes?

The election of Mark Carney, a global leader in sustainable finance,

will likely increase this pressure. And so we were happy to learnthat

Lifeco is preparing to release its first iteration of its

general account transition plan. Unfortunately, we also learnedthat

the transition plan will not include any details about what actionsLifeco

will take to decarbonize its portfolio, which includes about$25

billion in fossil fuel exposure. No details on how Lifeco will

actually change its business as usual investing practices.

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

Our resolution respectfully asks the company to provide shareholderswith

some details about how Lifeco is addressing this material business

risk with financial, regulatory and reputational consequences.

Thank you for your time and consideration. Thank you, MissBell Pasht.

And also, I would thank you for your engagement with the companyover

the last few months and the open way in which that was carriedout.

And I will simply say that the response of the company and

management is contained in the proxy circular, and I'm not goingto add

any comments to it at this point. So I'll then move to a vote.

And as a reminder, the board and the management recommend voting

against the shareholder proposal for the reasons I just mentionedand

as described in the proxy circular. Does anyone in the room havea

question or a comment on the shareholder proposal?

Are there comments online or questions online, Gord? There are none.Thank you.

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

So you may vote for or against for the shareholder proposal by

selecting the appropriate box on your ballot or on your screen.

So the polls on all the Great-West Lifeco matters will close shortly.

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

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

Okay. I declare the voting closed on Great-West

Lifeco matters and the polls are now open on all items of business

for the Canada Life meeting. So, moving to the formal part ofthe

Canada Life meeting, the election of Canada Life's policyholderdirectors

is the first item to be voted on. This year,

eight individuals will be elected as Canada Life Policyholderdirectors.

The eight following individuals who are also in the Canada Life

Management Proxy Circular will be nominated Michael Amend,

Deborah Barrett, Robin Bienfait, Heather Conway, Gary Doer, Susan McArthur,

Dhvani Shaw, and Siim Vanaselja. So, Gord,

would you please present the motion. I nominate for electionas

policyholders directors of Canada Life

the eight individuals listed as policyholders directors nominees

in Canada Life's Management Proxy Circular, each for a term

ending at the close of the next Annual Meeting. Thank you.

Any questions on the matter? Online, Gord? There are none.Thank you.

So we're going to proceed to the vote.

The board and management recommend voting for the policyholderdirector

nominees. Only Canada Life voting

policyholders or proxyholders are entitled to vote on this item.

And while if there are great shareholders on the line, you may

see voting options in front of you. But its only Canada Life

policyholders and proxyholders who can vote.

You may vote for or withhold from voting for the nominees by

selecting the appropriate box. If you have not already done so,

please vote now. For those that have paper ballots,

you may vote or withhold from voting for all eight nominees by

placing an X in the appropriate box in tight above the dotted line,

or you may vote or withhold from voting for each nominee individually

by placing boxes in the appropriate boxes below the dotted line.

And while you're voting, I will note that only Great-West Lifeco,

as the sole shareholder of Canada Life, is entitled to vote

for the election of Canada Life's shareholder directors.

And earlier today, Great-West Lifeco signed a resolution electing

a shareholder director as the 12 individuals who were named in

the Canada Life Proxy Circular. Therefore, no voting for

shareholder directors for Canada Life will be held at this meeting.

We are pleased to welcome Philip Desmarais as a shareholder Director

to Canada Life. Mr. Desmarais is the co-founder and

chief executive officer of Kelvin Zero, a digital security technology

platform focused on the development of next gen password-lesssolutions.

He's also director of IG Wealth and Mackenzie.

Look forward to Philip for your contributions. Welcome.

So the next order of business is the appointment of the Auditor

of Canada Life. It's proposed that Canada Life's

current auditor, Deloitte LLP, be reappointed.

Gord, would you please present the motion?

I move that Deloitte LLP be appointed auditor of The CanadaLife Assurance

Company for the 2025 financial year, to hold office until the close

of the next Annual Meeting, its remuneration to be fixed by

the Board of directors. Thank you. Any questions in theroom?

Online, Gord? There are none. So we're going to proceed to

vote on the matter and the board of directors again,

and the management recommend voting for the appointment of DeloitteLLP.

This must be approved by a majority of the votes.

And again, you can vote for withhold from voting for the auditorby

selecting the appropriate box on the ballot, on your screen...andthe polls...

after you've done that, I'll give you a moment to do that.

Polls on all Canada Life matters will close shortly.

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

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

But if you are voting in the room, that would be a goodtime

to pass your ballots. And we do have some folks here.

It's a gentleman right here. Are there others who have ballots?

Okay, I don't see any. So I now declare the voting on

Canada Life matters closed. So that concludes the formal

business of today's meetings. So, next, our agenda is,

the report of the president and CEO, Paul Mahon.

As many of you are aware, we recently announced several weeks

ago that Paul would be retiring as president and Chief Executive

Officer of Great-West Lifeco and Canada Life, effective July1.

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

I'll have more to say about Paul and David later in the presentation

or later in this meeting, but right now I'd like to invite

Paul up to the podium to give his remarks. Paul.Thank you.

Thank you, Jeff, and welcome to everyone here today.

It's an honour to be here. 

Before I say good morning, it is still morning on Eastern Timezone.

So good morning and thank you for joining us today for our

Annual Meeting. Given last week's announcement,

I'm happy to share some reflections and I will.

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

our 2024 performance and accomplishments and our Q1 2025

results. Over the past year, we've

remained focused on strengthening our market leadership positions,

driving sustainable growth, and delivering lasting value for

our shareholders and policyholders. We've also remained focusedon

strengthening each of our businesses to deliver on our core purposeto

build stronger, more inclusive and financially secure futures.

At the same time, we continue to invest in and

support the regions and communities that are home to our businesses.

Turning to our performance. 2024 marked a record year for

the company, reflecting our focused strategy,

disciplined capital allocation and the strength of our leadership

positions across our businesses. We delivered record based earnings

of $4.50 per common share, an increase of 14% compared to 2023.

This strong growth supports our industry-leading shareholder

dividend, which we increased by 10% in 2024,

and we continue to meet or exceed our medium-term financialobjectives.

Over the past three and five year periods. This financial performance

is supported by focused strategies and strong momentum that give us the

confidence to announce an increase and enhancements to our medium-term

objectives at a recent Investor Day. Beyond this financial performance,

we've also strengthened our leadership positions in our core

markets over the past year. In the US, we completed the

integration of the Prudential Retirement Services business,

adding significant scale and value. In Canada, we made substantial

progress integrating Investment Planning Counsel and Value Partners

into our focused wealth strategy. We're now one of the largest

non-bank wealth providers in Canada, with clear plans for growth.

Across our segments, we've continued to expand our

customer base through organic sales growth, supported by

enhancements to our offerings. This is a testament to the trustthat

our customers and their advisors put in our teams each day, aswe

respond to their changing needs. In the US, we acquired Plan

Management Corporation, the founder of OptionTrax, which

enabled Empower to deliver equity plan compensation solutionsfor their

retirement customers. In the UK, Canada Life had a record yearmaking

significant strides in strengthening its reach and growing inthe pension

risk transfer market. In Ireland, our asset manager,

Irish Life Investment Managers, together with AON, launcheda €500

million climate transition fund, responding to the increasingdemand

for these investment options. And our Reinsurance business

continues to innovate with tailored client solutions,

driving continued growth in the US and Europe, while pursuing market

opportunities in other regions. Across our businesses,

we're making investments in our operations to drive both

efficiency and effectiveness. This is helping us deliver on our

goals of being more cost competitive and 42continuous service improvement
for our customers.

In line with these goals, we recently shared our plans for

disciplined investments focused on high impact areas like technology

modernization and automation. Yesterday, we released our earnings

for the first quarter of 2025. I'm pleased to report that once

again, our earnings exceeded $1 billion of base earnings,

marking a 5% increase year over year. Base EPS rose by 6% to$1.11,

and base ROE reached 17.2%, up 2 basis points over the prioryear.

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

Today, our span reaches more than $3 trillion in total clientassets, an

increase of 13% over the prior year. Looking back over my tenureas CEO,

I'm proud of how we've remained focused on what drives our

success each day, delivering on our promises to customers,

investing in our people, and supporting our communities.

At the same time, we've become a more focused company

while maintaining the strength of diversification. We've transformed

in response to changing market dynamics by focusing areas where

we can deliver the greatest impact for customers and shareholders.

We've positioned ourselves to benefit from market trends that

are reshaping customer needs, such as ageing populations with

increasing needs for retirement solutions and the growing need

for advice amongst middle and mass affluent customer groups.

Our success over the last five years is built on a culture of

discipline and risk awareness in a changing world. Coming out of

the global financial crisis, we further strengthened our risk and

financial management, laying the groundwork which allowed us to better

respond to external challenges, including the Covid 19 pandemic.

This also positioned us to effectively navigate two once in

a generation changes. The transitions to LICAT, a new

Canadian regulatory capital regime and to IFRS 17,

a new global accounting standard. These were 10+ year projects,

and the work done by our teams has positioned us with a strong

foundation for the future. Beyond responding to these

external factors, we've taken important steps that

have repositioned our businesses for growth and for leadership.In Canada,

we brought together our three companies under a new Canada

Life brand, a brand that has grown rapidly into

one of the most valuable in Canada. In Europe, our business strategies

are targeted in areas where we see a path to market leadership -building

on the strengths of our brands and our teams at Irish Life and at Canada

Life in both the UK and Germany. Since launching,

Empower as the company's brand in the US retirement market,

we've made multiple strategic moves to enable growth.

This included both dispositions, which allowed us to focus onareas

of growth and where we did not see a clear path to leadership.

We also made strategic acquisitions that would strengthen Empower.

Our next phase of growth is leveraging our leadership in the

retirement market to help grow, to help drive growth in Empower

Personal Wealth, tapping into the underserved

wealth management needs of mass affluent and affluent segments.

With this recently established business at Empower,

we're unlocking significant value as we help millions of Americans

secure their financial futures. We've taken these steps to drive

commercial success, while never losing sight of our conviction

of the power of giving back and supporting our communities.

We believe our products and services, backed by quality advice,can make

a lasting, positive difference in the lives of our customers.

We also believe we can make a lasting positive impact in the

communities where we work and live. Over the past ten years,

this belief has resulted in our companies collectively donating

over $165 million to local charitable organizations.

This is furthered through the actions of our employees andassociates,

who volunteer their time and their talent to help make a positive

difference in the world around them. One recent example I'm extremely

proud of is the announcement we made in Winnipeg of a $2 million

donation from both Canada Life and Power Corporation to the National

Centre for Truth and Reconciliation. This donation is in supportof a

new home for the NCTR, a place for survivors to come together,

and a place where children, families and all Canadians can learn,

reflect and grow. This is an example of working

together with our shareholder, Power Corporation of Canada,

where we can have an even greater positive impact. On a personalnote,

I'd like to recognize the important values the Desmarais familyhave

imbued in Power Corporation, including how they've

helped guide our companies to always do the right thing.

This commitment to giving, community and doing the right thingis so

evident in the values that shape our corporation's ethos.

Beyond this collaboration in the community,

Power's long-term investment in our company has provided a strong

foundation for disciplined growth over the long term.

This year, Power is celebrating its 100th anniversary,

and I'd like to congratulate them on their longevity, theircommercial

success and their positive impact on their stakeholders,

including our companies. Looking ahead,

we have clear strategies and the financial strength to continueto

grow and deliver lasting value. Our strategy is based on a

disciplined strategic playbook. Building leading companies instable

markets with strong, trusted brands. A focus on meeting theunderserved

and growing wealth, retirement and insurance needs of our customers.

Disciplined capital allocation to drive growth both organicallyand

through strategic acquisitions that provide scale and capabilities.

And maintaining strong risk and capital disciplines that have

supported our strength and stability for over 175 years.

I'm confident that these strategies position us to

deliver for our customers and shareholders over the long term.

This confidence not only reflects our belief in our

strategies, but that we have the right team to deliver it.

From our Lifeco leadership to the leaders across our business,to

the tens of thousands of associates who support our customerseach day,

we have dedicated and driven teams that are focused on

delivering results. Last week, we announced my upcoming

retirement and succession plan. We're making this change froma

position of strength with an exceptional team of leaders that

are already driving our success. This speaks to our company's

long standing commitment to disciplined succession planning

and talent development. I'm pleased that the board has

chosen David Harney to take on the role leading our company forward.

David is a colleague who I've worked with for more than ten years.

He's a strong and natural choice given his skill set, his experience,

his leadership capabilities, and his excellent judgment.

With over 30 years with the company, including his time at IrishLife,

David is a business builder who brings a strategic,

customer-oriented focus. He brings a well-rounded perspective,

and he has deep institutional knowledge.

His tenure includes CEO of Irish Life, leader of our Europeanand

our Capital and Risk Solutions businesses, and more recently,

has led our global investment team as the interim Chief Investmentofficer.

That's a lot. It's a good test. His empowering approach,

strategic insight, customer focus and the values he brings areso well

aligned with our growth ambitions and our ambitions for taking

care of all of our stakeholders. David,

can you please stand as I invite everyone hereto actually

congratulate you in this moment. David.

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

You know, transition is always challenging and I'll get to

a couple of thank yous here, but, I'm super excited.

I'm excited for me, in some ways, but I'm super excited for David and

and the team, the company, the team of leaders that we've gathered.

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

I don't know what's going to happen. I feel so confident in thein the

team we have in place under David's leadership, that I am justlooking

forward to listening in on analyst calls from now on - will bemore fun,

although I won't get to ask questions unless I join a bank

and I'm not going to do that. So to close, in my previous 11

AGM speeches, this is my 12th, so I'll try and get it right today,

I've always closed with thanking important stakeholders, butbefore

I do that, I would like to thank two individuals that have supported

me in particular in a special way during my time as CEO, tryingto

live up to my CEO responsibilities. First is our board Chair,

Jeff Orr. I'm speaking to you now, I'm

not going to turn away completely, but know that over my shoulder,

I'm talking to you. Jeff, as I reflect on our timeworking

together, I'm struck by your strength of character,

defined by honesty, sincerity, and a low ego.

Well, I've learned a lot from you based on your professional

experiences and insights, I've learned so much more from

you on how to be a caring human being while leading.

So, Jeff, thank you for this. Thank you. Thank you Paul.

And second, my wife Anne, actually attended the veryfirst

AGM when I was appointed, and she didn't come back until

the 12th AGM. And Anne is here. She's travelled from Winnipeg.

And, you know, I would say that, I've had a great careerwith

the support of teams. The teams, the people around us,

the board and others. But no other person has

supported me more than Anne, and I'm sure all of you in your

lives could say the same thing. Anne, you've made my growth asan

executive and our growth as a family possible with your selfless,

caring and support. And you know, this role,

a lot of travel, a lot of time away. And how do you keep it allgoing as a

family is not an easy thing to do. But what has amazed me ishow

you've done it all. For me and for our family,

while also giving back so much in your career and what you'recommitted

to and what you're focused on, which is really important.

So just context for everyone here. This includes Anne authoring

three books. She's writing her fourth, telling

the stories, profound stories, of vulnerable people in ourcommunities.

She actually runs a book club in a women's prison, and she'sdone that

for many years and keeps it going. And just to add a little bitto that,

she was chancellor of the University of Manitoba for two

terms for six years. So, balancing a lot of stuff,

so Anne, I thank you for being you.

So to close, I'd like to thank our shareholders for putting

your trust in us as we've sought to deliver for all stakeholders.

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

And that includes people like Ray, who also, you know,

was a huge influence in my career, who've been there tochallenge,

to guide, to support me and my team during my time as a CEO,

60but also my time before I remember my first visit to the boardmany,

60many years ago. And it never gets easier,

actually, but it always helps you grow. To our customers, advisors,

communities, and policyholders. Thank you for continuing to put

your trust in us and choose us as your partner.

And finally, to our team members across Lifeco.

There'll be lots of opportunities to connect.

But formally, I really just want to thank everybody

for your dedication and for your passion for what you do everyday.

That's probably the most profound thing that I think

about is just the people that are there driving things forward

and delivering for our customers and for all of our stakeholders.

I really look forward to seeing Lifeco grow into the future and

thrive building on its strengths, relying on the amazing team here

and delivering for stakeholders in the years ahead. Thank you.

Thank you. Thank you.

Thank you. Paul. You might get another chance to clap

in a few minutes too. As Paul mentioned, 39 years at the company.

I just want to say, under Paul's leadership,

the company has really been repositioned. It's incredible.

I don't know how he got the job

in the first place, but that's a different question.

The company's been really repositioned and strengthened and

right now the growth that we're experiencing is as a result of the

very specific moves that were made during Paul's leadership.

His contributions have been quite extraordinary and remarkable.

I'm going to just touch on a few. So first of all,

when Paul became CEO here in Canada, we operated under threebrands.

It doesn't feel like it was that long ago. Maybe, but we wereGreat-

West Life. We were London life. We were Canada life.

We now operate under one brand, Canada Life, which is now oneof

the most recognized brands in the country, in any industry. Inthe

United States, Empower didn't exist. It was created in 2014 outof the

three way combination of Great-West retirement business with

those of Putnam and J.P. Morgan, and then the subsequent acquisitions

of Personal Capital and MassMutual and Prudential's retirement

businesses have literally changed the landscape of the US

retirement industry. And as you've heard,

it's now the second largest retirement player in the States.

And Ed Murphy and his team are making waves and gaining marketshare

organically and by acquisition and really shaking up the US market,

it's quite remarkable. In Europe, Paul became CEO before the Irish

Life acquisition. We're now calling it the David

Harney acquisition. But before the Irish Life

acquisition was made, it hadn't closed. It closed after.

And so the integration of Canada Life's Irish business into IrishLife

happened with Paul as CEO. And then also in Europe, the UK businesses

and Germany businesses were continued. They grew while also becoming

stronger and more focused. And then the Reinsurance business

grew throughout the period, maintaining its client-focus

in innovation but also its great risk management.

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

But also, there's another transformation that occurred.

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

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

very little in it. We now have a much better balance.

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

So the risk function was built from virtually scratch.

Our Human Resources capabilities built up massively. We had no central IT.

It was all regional. All of the investment areas were

regional. We now have a hybrid model. I could go on.

The amount of build up and we now have a much better balance.

That was all under Paul's leadership. And as Paul mentioned,

we went through LICAT changes. We went through Solvency II

capital regulations. It was not like it was a stable

environment. And then I forgot to mention Covid,

which was just a little bit of a crisis.

And I can tell you through the entire period, Paul's focus wasalways

on our people and our customers. That was his 100% focus,

which you just kept reiterating and reiterating.

If I turn to a few numbers, when Paul became CEO,

we had $550 billion of client money on our assets around theworld.

We have 3.3 trillion today. That's a six fold increase over 20

over 12 years. It's quite remarkable. And shareholders have earneda

return of just under 11% annually, compounded for the 12 years,

which is a very respectable number and beats the TSX index

and other benchmarks. But the story of our shareholder

returns is really a story of two periods.

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

And really to set the stage for the growth that we're nowexperiencing

over the last 5 or 6 years, and that has set us up for the

future success. So if you look at the returns over

the last 5 years, for example, the shareholders over the last5 years

would have earned 16% compounded annually and in excess of that,

which just kind of blows out of the water, all relevant benchmarks

that we compare ourselves to. So now, besides numbers,

Paul's really not a numbers guy. He's delivered them,

but he's actually, you know, he's a people and he's a culture

and he's a community guy. And the community has been a big

part of his focus, as you heard. He's passionate about many.

He's passionate about Winnipeg. By way of example,

Paul and Anne are going to be co-chairing the United Way of

Winnipeg campaign in 2026. They've been involved in the

United Way for many, many years. We can't wait to see what the

Dynamic Duo does. I don't know if I call

them Gotham City, but you will

do a great job, I'm sure. Paul has also was behind,

he actually put it up in his slide, the National Indigenous

Residential School Museum. He was a big part of the creation

of the James Byrne Leadership Institute at the University of

Manitoba to support the next generation of Winnipeg leaders.

It goes on and on and on. Lake Winnipeg Foundation,

which Paul rides 130 km in a bike race every year.

I don't know how he does it, but it just goes on. 

Paul is about the community. Big time, big time.

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

I was going to talk about what Anne did,

but Paul, you did a great job of doing that.

Anne, what I want to say is that, your contribution to the

communities and your contribution to Great-West Lifeco and supporting 

Paul is a big part of our success. And I just want to thank you on

behalf of the of both Great-West Lifeco and Canada Life for all of

your contributions to the company. Yeah. Okay.

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

And it's, difficult to come back to a speech,

after having something like that. I have thewords written out for you,

but it's actually feels really difficult to72kind of focus on a tribute here. I
guess what I would...

I'm going to summarize it, what I was going
to say in great

words. I think it was Paul was about people

and culture, and now we've got a person being hurt and it's

hard to focus on anything else. But, Paul, my comments will

basically say to you that your greatest legacy is going to be

the people that you put in this place and the culture of winning

and transparency and honesty. That is your greatest legacy.

And I hope that legacy remains and lasts into the future.

And I believe it will. And you built on what was there

before, but boy, did you ever bring it forward. And that is yours.

I also want to say to you, it has been an absolute pleasure to

work with you, even through all the crap we had to deal withat times.

Can you say that an Annual Meeting? I'm not sure if you can,but it was...

it's been an absolute pleasure. And, David, I just want to

say to you, you got every tool in the in the kit to do this job.

You're going to be great. And you have the full support of

your colleagues in the board. And I wish you absolute success.

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

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

but congratulations. Okay. With that, I'm going to cut

matters short and just open it up to shareholder questions orany

questions that we have in the room. Are there questions?

Any questions online, Gord? So I think that's it. I can...

I just have to read the preliminary voting results.

Yes, you do, I'm off script, so thank you. 746

The voting results are as follows. Each of the 19 nominees fordirectors

of Great-West Lifeco were elected by more than 95% of the votescast.

The resolution to amend the articles of incorporation. Pardonme.

To modernize the corporation's common share

dividend provision was approved by more than 99% of the votescast.

The resolution to accept the approach to executive

compensation was approved by more than 98% of the votes cast.

The resolution to amend the stock option plan was approved bymore

than 99% of the votes cast. The resolution in relation to

the shareholder proposal was not approved,

with more than 95% of the votes being cast against the proposal.

Each of the eight nominees for policyholders directors of

Canada Life were elected by more than 86% of the votes cast.

And each of the resolutions to appoint Deloitte LLP as auditors

of Great-West Lifeco and Canada Life was passed by more than98%

of the votes cast. In accordance with securities law requirements,

the final voting results for Great-West Lifeco will be posted

on the SEDAR+ website and in accordance with the TSX rules

a news release announcing the director election results for Great-

West Lifeco will be issued today. Thank you.

So thank you everyone for being here. And I would ask allof those who

are here in person, you can join us for some light

refreshments at the at the side of the room here.

And I declare the meetings terminated. Thank you very much.