SUN LIFE FINANCIAL INC

2. Composition and Procedures

2.1 Membership

a)The Committee is composed of not less than three directors, including the Committee Chair, appointed by the Board on an annual basis following each annual meeting.

b)Each member of the Committee shall be independent as defined in the Director Independence Policy.

c)The Governance, Investment & Conduct Review Committee will review Committee membership annually to ensure the Committee as a whole includes members with the competencies, experience and expertise required to fulfil the Committee’s mandate.

d)Each member of the Committee shall be financially literate. In the Board’s judgment, a member of the Committee is financially literate if, after seeking and receiving any explanations or information from senior financial management or the External Auditor of Sun Life that the member requires, the member is able to read and understand the consolidated financial statements of Sun Life to the extent sufficient to be able to intelligently ask, and to evaluate the answers to, probing questions about the material aspects of those financial statements.

e)The Committee shall have at least one member that, in the Board’s judgement, qualifies as an audit committee financial expert (as defined by the U.S. Securities and Exchange Commission).

f)The Committee will discuss the qualifications for and determine whether a member of the Committee is a financial expert, and in conjunction with the Governance, Investment & Conduct Review Committee, will ensure that all Committee members are financially literate.

g)Any member of the Committee may be removed or replaced at any time by the Board and the Board shall fill vacancies on the Committee.

2.2 Meetings and Procedures

a)A meeting of the Committee may be called at any time by the Chair of the Board (the “Board Chair”) or by any member of the Committee.

b)The Committee meets as frequently as necessary, but not less than four times a year.

c)A quorum at any meeting of the Committee shall be three members.

d)The Chair of the Committee reports to the Board after each Committee meeting.

e)The External Auditor reports to the Committee and receives notice of and may attend all Committee meetings.

f)The Committee holds a private session at each meeting of the Committee for members only and at each regularly scheduled meeting with each of the Chief Actuary, Chief Auditor,

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Chief Financial Officer and representatives of the External Auditor, and with the Chief Risk Officer and Chief Compliance Officer, as appropriate, and those individuals have unrestricted access to Committee members between meetings.

g)The Committee will review its Forward Agenda as required, and on an annual basis, the Committee will review this Charter and, where necessary, recommend changes to the Board for approval.

h)The Committee will review the minutes and list of follow up items of each Committee meeting.

i)This Charter will be posted on Sun Life’s website and the Committee will prepare a report on its activities for inclusion in the annual management information circular.

j)The Committee shall undertake and review with the Board an annual performance evaluation of the Committee and the Committee Chair.