Mr. Raymond Chun reports

TD BANK GROUP ANNOUNCES INTENT TO SELL ITS EQUITY INVESTMENT IN SCHWAB

Toronto-Dominion Bank intends to sell its entire equity investment in The Charles Schwab Corp. through a registered offering and share repurchase by Schwab. TD will continue to have a business relationship with Schwab through the insured deposit account (IDA) agreement.

TD currently holds 184.7 million shares of Schwab's common stock, representing a 10.1-per-cent economic ownership. Schwab has agreed to repurchase $1.5-billion (U.S.) of its shares from TD, conditional on completion of the offering.

A preliminary prospectus supplement relating to the secondary offering of Schwab shares held by TD will be filed by Schwab with the United States Securities and Exchange Commission (SEC). TD Securities and Goldman Sachs & Co. LLC will be acting as joint bookrunning managers on the offering.

"As part of our strategic review, we have been evaluating capital allocation and have made the decision to exit our Schwab investment. We are very pleased with the strong return we are generating on the Schwab shares we acquired in 2020," said Raymond Chun, president and chief executive officer, TD Bank.

Mr. Chun added: "We are confident in TD's growth opportunities and long-term potential, and we plan to use $8-billion of the proceeds to repurchase our stock. We will invest the balance of the proceeds in our businesses to further support our customers and clients, drive performance and accelerate organic growth."

TD will continue to manage its capital prudently and strengthen its infrastructure. Additional details on the bank's normal course issuer bid have been provided in a separate news release issued this morning. TD will host a conference call tomorrow; details are available herein.

The shares are being offered pursuant to an automatically effective shelf registration statement (including a base prospectus) that has been filed by Schwab with the SEC. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed by Schwab with the SEC and will be available on the SEC website. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained from TD Securities (USA) LLC, 1 Vanderbilt Ave., New York, N.Y., 10017, 1-855-495-9846, or by e-mail at TD.ECM_Prospectus@tdsecurities.com; or (ii) Goldman Sachs, attention: prospectus department, 200 West St., New York, N.Y., 10282, 1-866-471-2526, or by e-mail at Prospectus-ny@ny.email.gs.com.

Conference call

TD Bank will host a conference call on Tuesday, Feb. 11, 2025, at 8 a.m. ET. The call will be audio webcast live through TD's website.

Toll-free dial-in number (Canada/United States):  1-800-806-5484

Local dial-in number:  416-340-2217

Participant passcode:  8070122 followed by the pound key

The audio webcast will be archived at the bank's website. A replay of the teleconference will be available from 5 p.m. ET on Feb. 11, 2025, until 11:59 p.m. ET on Feb. 26, 2025, by calling 905-694-9451 or 1-800-408-3053 (toll-free), and the passcode is 3193362 followed by the pound key.

About Toronto-Dominion Bank

TD Bank 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; United States retail, including TD Bank, TD Auto Finance U.S. and TD Wealth (U.S.); 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.

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