Mr. Alan MacGibbon reports

TD BANK GROUP ACCELERATES CEO TRANSITION; ANNOUNCES BOARD AND COMMITTEE RENEWAL

Toronto-Dominion Bank has provided the following updates.

Chief executive officer transition

Raymond Chun, currently chief operating officer, will be appointed group president and CEO on Feb. 1, 2025, accelerating the previously announced transition date of April 10, 2025.

Upon Mr. Chun's appointment, Bharat Masrani will retire as group president and CEO and from the board of directors. Mr. Masrani will remain available to the bank in an advisory capacity until July 31, 2025; during the transition, he will provide continuity on the bank's critical anti-money-laundering (AML) remediation effort.

"Ray has moved quickly and decisively to launch a review of our strategy, operations and investments and has engaged with customers, clients and colleagues across the bank. We are excited to have Ray take the helm and lead TD into the future," said Alan MacGibbon, chair of the board, TD Bank Group. "I want to once again extend the board's thanks to Bharat for his almost four decades of service to the bank and for his many contributions to TD's success. We wish him the very best in his upcoming retirement."

Board renewal

The board has also approved amendments to its corporate governance guidelines to reduce the discretionary director term extension from five years to two years after an initial 10-year term. In keeping with this new policy, Amy Brinkley, Colleen Goggins and Karen Maidment will retire from the board at the 2025 annual meeting of shareholders scheduled for April 10, 2025. Claude Mongeau and Brian Ferguson have elected not to seek an extension under the new policy and will also retire at the shareholder meeting. Other than Mr. MacGibbon, the remaining incumbent directors have joined the board since 2020.

Mr. MacGibbon has informed the board that he will step down as chair and retire as a director by Dec. 31, 2025. The corporate governance committee has initiated a chair succession process. Until a new chair is selected, Mr. MacGibbon will provide continuity as he guides the board's renewal and supports a successful CEO transition.

Four new, highly qualified leaders with experience in global banking, governance, risk management and regulatory compliance will stand for election at the bank's coming 2025 annual meeting of shareholders:

• Elio Luongo served as chief executive officer of KPMG Canada and was a member of the KPMG International board. He has advised some of Canada's largest companies and boards and brings a deep understanding of global markets, geopolitical risk and complex regulatory environments to the board.
• Nathalie Palladitcheff served as chief executive officer of Ivanhoe Cambridge, the real estate portfolio of CDPQ, a global investment group with approximately $452-billion in assets under management, and was a member of the CDPQ executive and investment committees. She brings global investment, sustainability and management expertise to the board.
• Frank Pearn served as global chief compliance officer and firm-wide operational risk executive for JP Morgan Chase & Co. He brings global experience in banking, compliance, conduct and operational risk management, including AML, technology and cybersecurity risks, and market conduct programs to the board.
• Paul C. Wirth served as deputy chief financial officer and global controller and chief accounting officer for Morgan Stanley. He brings more than four decades of financial and global banking experience, including as national managing partner, banking and finance practice, for Deloitte & Touche LLP in the United States, to the board.

"We are pleased to have attracted highly experienced leaders with global perspective and diverse skills to the board," said Mr. MacGibbon. "I want to thank all retiring directors for their years of service to the bank and for their tremendous efforts to guide TD through a challenging period."

Following the election of the bank's director nominees at the 2025 annual meeting of shareholders, board committees will be reconstituted and new committee chairs will be appointed:

• Cherie Brant, a director since 2021, will be appointed chair of the corporate governance committee.
• John MacIntyre, a director since 2023, will be appointed chair of the human resources committee.
• Keith Martell, a director since 2023, will be appointed chair of the risk committee.
• Jane Rowe, a director since 2020, will be appointed chair of the newly constituted remediation committee.
• Nancy Tower, director since 2022, will continue to serve as chair of the audit committee, having been appointed in 2023.

Executive accountability and compensation

TD has adjusted executive compensation to reflect the seriousness of the U.S. AML failures, the associated costs to the bank and the limitations imposed on the U.S. retail business. Forty-one executives, including many who are no longer with the bank, received reductions to their variable compensation, totalling $30-million, including those with leadership responsibility for front line operations, control functions and internal audit.

While progress was made on a number of strategic initiatives and objectives in 2024, the AML matter had a significant impact on the bank. Mr. Masrani, as chief executive officer during the relevant period, received no cash incentive award or equity compensation for 2024. This resulted in Mr. Masrani's 2024 total direct compensation being reduced by 89 per cent, from $13,271,000 in 2023 to $1.5-million in 2024. This is in addition to the $1-million reduction made in 2023.

In addition, in light of the AML matter and bank's overall financial performance, variable compensation for 2024 was reduced by at least 25 per cent from target for all other members of the senior executive team.

Further details of these adjustments and 2024 compensation for all named executive officers will be outlined in the bank's management proxy circular for the coming 2025 annual meeting of shareholders, expected to be made available on or around March 4, 2025.

About Toronto-Dominion Bank

TD and its subsidiaries are collectively known as TD Bank Group. TD is the sixth-largest bank in North America by assets and serves over 27.9 million customers in four key businesses operating in a number of locations in financial centres around the globe: Canadian personal and commercial banking, including TD Canada Trust and TD Auto Finance Canada; U.S. retail, including TD Bank, America's Most Convenient Bank, TD Auto Finance U.S., TD Wealth (U.S.) and an investment in The Charles Schwab Corp.; wealth management and insurance, including TD Wealth (Canada), TD Direct Investing and TD Insurance; and wholesale banking, including TD Securities and TD Cowen. TD also ranks among the world's leading on-line financial services firms, with more than 17 million active on-line and mobile customers. TD had $2.06-trillion in assets on Oct. 31, 2024. The bank trades under the symbol TD on the Toronto Stock Exchange and the New York Stock Exchange.

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