Ms. Brooke Hales reports

THE TORONTO-DOMINION BANK RECEIVES REGULATORY APPROVAL FOR NORMAL COURSE ISSUER BID

The Toronto Stock Exchange (the TSX) and the Office of the Superintendent of Financial Institutions Canada have approved Toronto-Dominion Bank's previously announced normal course issuer bid to purchase for cancellation up to 100 million of its common shares. The bid will commence on March 3, 2025, and end on Feb. 28, 2026, or such earlier date as TD may determine.

The maximum number of shares that may be purchased for cancellation under the Bid represents approximately 5.7 per cent of the public float of 1,751,598,409 common shares as at Feb. 19, 2025, or 5.7 per cent of the 1,752,312,163 issued and outstanding common shares as at Feb. 19, 2025. Under the TSX rules, TD is entitled to purchase, during each trading day, up to 2,018,594 common shares (excluding purchases made pursuant to the block purchase exception), which represents 25 per cent of the average daily trading volume of 8,074,379 common shares during the six months ended Jan. 31, 2025.

TD will make purchases under the bid through the facilities of the TSX as well as through other designated exchanges and alternative trading systems in Canada. Additionally, purchases may be made through the facilities of the New York Stock Exchange or other designated exchanges and published markets in the United States. The purchases will be made in accordance with applicable securities laws and regulatory requirements. The price paid for such purchased shares will be the prevailing market price of such common shares at the time of acquisition or such other price as may be permitted by the TSX. All purchased common shares will be cancelled.

The number of shares and timing of the purchases under the bid will be determined by TD. Prior to commencing purchases under the bid, TD also intends to establish an automatic share purchase plan under which its broker, TD Securities, will purchase TD's common shares within a defined set of criteria.

TD's previous normal course issuer bid to purchase up to 90 million of its common shares commenced on Aug. 31, 2023, and terminated on Aug. 30, 2024. TD purchased 71,428,800 of its common shares under this previous normal course issuer bid through the facilities of the TSX as well as through other designated exchanges and alternative trading systems in Canada at an average price of $80.30 per common share.

As at Oct. 31, 2024, the bank's common equity Tier 1, Tier 1, and total capital and leverage ratios were 13.11 per cent, 14.78 per cent, 16.76 per cent and 4.19 per cent, respectively.

About Toronto-Dominion Bank

The Toronto-Dominion Bank 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; United States 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 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 Toronto-Dominion Bank trades under the symbol TD on the Toronto and New York stock exchanges.

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