Ms. Brooke Hales reports

TD BANK GROUP ANNOUNCES PRICING OF OFFERING OF SCHWAB STOCK

Further to the news release on Feb. 10, Toronto-Dominion Bank has agreed to sell its entire equity investment in The Charles Schwab Corp. TD currently holds 184,678,738 shares of Schwab's common stock, representing 10.1-per-cent economic ownership. The bank will sell 165,443,530 shares through a registered offering at a price of $79.25 (U.S.) per share. Schwab will purchase 19,235,208 shares from the bank for a total purchase price of $1.5-billion (U.S.). The sale is expected to close on Feb. 12, 2025, subject to customary closing conditions.

The transaction will generate net proceeds of approximately $20-billion (Canadian) after taxes and underwriting discount with $15-billion (Canadian) in CET1 capital created or 247 basis points of CET1 capital released. TD intends to deploy $8-billion (Canadian) toward a share buyback program, subject to regulatory approval. Additional details on the bank's normal course issuer bid (share buyback program) are available in a separate news release issued on Feb. 10. Net of the share buyback program, this transaction will create approximately 116 basis points of CET1 capital. The rest of the proceeds will be invested in the bank's businesses to further support its customers, drive performance and accelerate organic growth. The transaction is expected to be accretive to TD's earnings per share on a run-rate basis (1).

Schwab has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Schwab has filed with the SEC, including the preliminary prospectus supplement dated Feb. 10, 2025, for more complete information about Schwab and this offering. You may get electronic copies of these documents at no charge by visiting EDGAR 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, telephone: 1-855-495-9846 or e-mail at TD.ECM_Prospectus@tdsecurities.com; or (ii) Goldman Sachs & Co. LLC, attention: prospectus department, 200 West St., New York, N.Y., 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or e-mail at Prospectus-ny@ny.email.gs.com.

Conference call

TD 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. Call details are as follows.

Participants

Toll-free dial-in number:  1-800-806-5484

Canada/United States

Local dial-in number:  416-340-2217

Participant passcode:  8070122 followed by the number sign

The audio webcast will be archived at the TD 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 number sign.

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. 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 service firms, with more than 17 million active on-line and mobile customers. TD had $2.06-trillion in assets on Oct. 31, 2024. TD trades under the symbol TD on the Toronto and New York stock exchanges.

(1) Earnings per share accretion estimates are based on the following key assumptions: (1) average analyst consensus estimates for TD's fiscal 2025 adjusted net income; (2) estimates regarding Schwab equity pickup, which are based on an estimate regarding Schwab's adjusted net income from November, 2024, to October, 2025, which includes an estimate for the actual adjusted net income from November to December, 2024 (using 67 per cent of Schwab's actual adjusted income to common stockholders for fourth quarter 2024) and the median analyst consensus estimate of Schwab's adjusted net income from January to October, 2025 (October estimate using 33 per cent of median analyst consensus estimate for Schwab's Q4 2025), assuming an average U.S.-dollar/Canadian-dollar exchange rate of 1.43 times; (3) $8-billion (Canadian) in TD share repurchases pursuant to the bank's announced normal course issuer bid, which remains subject to regulatory approval, at a price of $86 (Canadian) as of Feb. 10, 2025; and (4) for earnings on investments, a 5-per-cent pretax investment yield and a tax rate of 26.5 per cent on remaining proceeds of approximately $12-billion (Canadian).

We seek Safe Harbor.