Mr. Alan MacGibbon reports

TD BANK GROUP MANAGEMENT PROXY CIRCULAR NOW AVAILABLE; NEW DIRECTOR NOMINEE ANNOUNCED

Toronto-Dominion Bank has filed its notice of annual meeting of common shareholders and management proxy circular with securities regulators. The document is also available on-line.

The circular contains information for shareholders regarding TD's annual meeting, including how shareholders can participate at the meeting and exercise their voting rights on the election of TD's refreshed board of directors, the appointment of TD's auditor, and shareholder proposals. Information regarding an advisory vote by shareholders on TD's approach to executive compensation is also disclosed in the circular. The meeting is scheduled to be held in person on April 10, 2025, at 9:30 a.m. ET at the design exchange in Toronto and via a live simultaneous webcast. Meeting details can be found on TD's website.

This year, the bank is using notice-and-access to deliver the circular to its shareholders. These documents can be found on-line at TD's website, the website of the company's transfer agent, and on SEDAR+ and EDGAR. Shareholders may also request a paper copy of these documents as indicated in the notice of availability of meeting materials, which are being mailed to common shareholders and in the circular.

The bank reminds shareholders that they can, and are encouraged to, vote their shares in advance of the meeting using the various methods available, including on-line or telephone voting. Instructions are included in the circular, which shareholders are encouraged to read carefully.

"We encourage shareholders to read the circular to learn more about the significant actions TD has taken to deliver accountability and strengthen oversight, remediate our U.S. AML program and bring experienced new leaders to the board," said Alan MacGibbon, chair of the board, TD Bank Group. "Under the leadership of our new CEO, Raymond Chun, TD is moving decisively to drive change, build for the future, earn the ongoing confidence of our shareholders and deliver long-term value."

New director nominee

As highlighted in the circular, Ana Arsov will stand for election at the meeting as a new director nominee. Ms. Arsov joins the other highly qualified leaders with experience in global banking, governance, risk management and regulatory compliance. Ms. Arsov is the former global co-head of financial institutions and global head of private credit at Moody's Ratings, the credit rating business of Moody's Corp., where she led the oversight and management of ratings and research for rated financial institutions and initiated and led the analytical oversight of the private markets. As part of her role at Moody's, Ms. Arsov also assessed environmental, social and governance risks within the banking sector.

"We are pleased that Ana has agreed to join the board. TD will benefit from her experience and deep understanding of the banking and financial services industry, including strategic planning, risk management and regulatory matters," said Mr. MacGibbon. "With the announcement of five new directors joining the board this year, TD is delivering important renewal and adding new skills and perspectives to the board to oversee the next chapter in TD's successful journey."

Shareholder questions and voting assistance

Shareholders who have questions relating to the meeting or require assistance with voting their shares, may contact TD's proxy solicitation agent, Laurel Hill Advisory Group, at:

North American toll-free:  1-877-452-7184 (1-416-304-0211 for shareholders outside North America)

By e-mail:   assistance@laurelhill.com

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 $2.09-trillion in assets on Jan. 31, 2025. The Toronto-Dominion Bank trades under the symbol TD on the Toronto and New York stock exchanges.

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