Mr. David Harney reports

GREAT WEST SUBSIDIARY EMPOWER TO ACQUIRE THE RETIREMENT PLAN AND BENEFITS ADMINISTRATION BUSINESS OF MILLIMAN, INC.

Great-West Lifeco Inc. subsidiary Empower has entered into a definitive agreement with Milliman Inc. to acquire Milliman's retirement plan and benefits administration business. Subject to regulatory approvals and other customary closing conditions, Empower will acquire the business for total consideration of $340-million (U.S.).

Supported by a strong technology platform and deep domain expertise, the acquired business provides defined contribution, defined benefit, and health and welfare administration services to corporate, public sector, trade labour union, multiemployer and non-profit clients, with approximately $130-billion (U.S.) in client assets across 1.5 million participants. The transaction represents a significant step forward in Empower's strategy to deliver an integrated workplace ecosystem, enhancing its ability to serve clients with broader and more comprehensive retirement and benefits solutions.

"The acquisition reflects our disciplined approach to capital deployment and our focus on strengthening high-quality, capital-efficient growth platforms," said David Harney, president and chief executive officer, Great-West. "It also aligns with our strategy of pursuing opportunities that add scale, expand and deepen capabilities, and generate attractive long-term returns, while leveraging the strong execution discipline and financial flexibility we have built across the organization."

Edmund F. Murphy III, chief executive officer, Empower, added: "This transaction significantly strengthens our ability to compete and win across the full spectrum of retirement solutions by bringing a leading defined benefit platform in-house. The business's strong reputation, high-quality client base and scalable platform align closely with our long-term strategy. Together, we will unlock meaningful value through innovation, improved client outcomes and expanded growth opportunities across defined contribution, defined benefits and benefits administration."

Strategic rationale

The transaction advances Empower's strategy by expanding its workplace solution platform and enhancing its competitive positioning. Milliman's DB capabilities are a strong strategic fit, enabling revenue diversification, accelerating growth and further differentiating Empower's workplace offering.

• Adds approximately 1.5 million participants and $130-billion (U.S.) in client assets to Empower's workplace solutions platform, bringing it to 21 million participants and $2.0-trillion (U.S.) in client assets on a pro forma basis;
• Provides Empower with a leading proprietary DB administration platform;
• Positions Empower to compete more effectively for bundled DC/DB opportunities, particularly in the large corporate plan segment, where integrated offerings are particularly valued by sponsors;
• Introduces an H&W benefits administration capability, enabling entry into a large and growing market, while enhancing bundling opportunities for the existing client base.

Over all, the acquisition strengthens Empower's ability to deliver end-to-end solutions, deepen client relationships and enhance its integrated offering.

Financial considerations

The retirement plan and benefits administration business of Milliman generated approximately $120-million (U.S.) in revenue in 2025.

• The transaction is expected to be accretive to base earnings in the first year and is expected to generate an internal rate of return in the mid-teens, with upside from further growth opportunities.
• The acquisition is expected to deliver approximately $20-million (U.S.) of cost synergies within three years, reflecting the primarily strategic merits of the transaction, which include enhanced DB and new H&W capabilities.
• Total integration costs are expected to be approximately $50-million (U.S.), including technology integration.

Transaction details and approvals:

• Empower intends to finance the total consideration for the transaction with existing cash resources, with $244-million (U.S.) payable upon closing and the balance to be paid over five years.
• There is no pro forma impact to Great-West's holding company cash balance of $2.1-billion and leverage ratio of 28 per cent as at March 31, 2026. The company will retain significant financial flexibility posttransaction, including for share repurchases in 2026 at a level similar to 2025 and additional merger-and-acquisition opportunities.
• The transaction is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals.

About Great-West Lifeco Inc.

Great-West is a financial service holding company focused on building stronger, more financially secure futures. It operates in the United States, Canada and Europe under the brands Empower, Canada Life and Irish Life. Together it provides wealth, retirement, group benefits, and insurance and risk solutions to its approximately 40 million customer relationships. As of March 31, 2026, Great-West's total client assets were $3.3-trillion.

Great-West trades on the Toronto Stock Exchange under the ticker symbol GWO and is a member of the Power Corp. group of companies.

We seek Safe Harbor.