Exhibit 99.1​

Notice of 2025 annual meeting of common shareholders
and management proxy circular

Annual meeting April 10, 2025

Notice of Annual Meeting of Common Shareholders

WHEN

Thursday, April 10, 2025
9:30 a.m. (Eastern)

WHERE

Please visit www.td.com/annual-meeting/2025 prior to the meeting for the most up to date information about the meeting.

At the meeting, shareholders will be asked to:

1.

Receive the financial statements for the year ended October 31, 2024, and the auditor’s report on the statements

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2.

Elect directors

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3.

Appoint the auditor

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4.

Consider an advisory resolution on the approach to executive compensation disclosed in the management proxy circular

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5.

Consider the shareholder proposals set out on pages 87 to 101 of the management proxy circular

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6.

Consider any other business which may properly come before the meeting

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You can read about each item of business beginning on page 10 of the management proxy circular.

Holders of common shares on February 10, 2025 are eligible to vote on each of the matters to be voted on at the meeting, subject to applicable Bank Act (Canada) (the “Bank Act”) restrictions. There were 1,752,240,674 common shares of The Toronto-Dominion Bank outstanding on February 10, 2025.

As permitted by the Canadian Securities Administrators and pursuant to an exemption from the proxy solicitation requirement received from the Superintendent of Financial Institutions, the bank is using notice-and-access to deliver the management proxy circular to its registered and non-registered (beneficial) shareholders. This means that the management proxy circular is being posted online for you to access rather than being mailed. The management proxy circular is available at www.meetingdocuments.com/tsxt/td/​, on the bank’s website at www.td.com, and on SEDAR+ at www.sedarplus.ca. If you prefer to have a paper copy, you can request one from the bank’s transfer agent in the manner described on page 8 of the management proxy circular.

By order of the Board of Directors

Antonietta Di Girolamo
Corporate Secretary
Toronto, Ontario, Canada
February 10, 2025

MANAGEMENT PROXY CIRCULAR

​	ACCESSING THE MEETING VIRTUALLY	​	​	​	​	2	​	​
​	VOTING INFORMATION	​	​	​	​	2	​	​
​	BUSINESS OF THE MEETING	​	​	​	​	10	​	​
​	Receive Financial Statements	​	​	​	​	10	​	​
​	Elect Directors	​	​	​	​	10	​	​
​	Appoint Auditor	​	​	​	​	10	​	​
​	Pre-Approval Policies and Shareholders’ Auditor Service Fees	​	​	​	​	10	​	​
​	Advisory Vote on Approach to Executive Compensation	​	​	​	​	11	​	​
​	Shareholder Proposals	​	​	​	​	12	​	​
​	DIRECTOR NOMINEES	​	​	​	​	13	​	​
​	DIRECTOR COMPENSATION	​	​	​	​	27	​	​
​	Elements of Director Compensation	​	​	​	​	27	​	​
​	Director Compensation Table	​	​	​	​	28	​	​
​	Director Share Ownership Requirement	​	​	​	​	29	​	​
​	SUSTAINABILITY AND CORPORATE CITIZENSHIP AT TD	​	​	​	​	30	​	​
​	HUMAN RESOURCES COMMITTEE LETTER TO SHAREHOLDERS	​	​	​	​	35	​	​
​	REPORT OF THE HUMAN RESOURCES COMMITTEE	​	​	​	​	40	​	​
​	COMPENSATION DISCUSSION AND ANALYSIS	​	​	​	​	45	​	​
​	APPROACH TO EXECUTIVE COMPENSATION	​	​	​	​	46	​	​
​	Executive Compensation Principles	​	​	​	​	46	​	​
​	Elements of Executive Compensation	​	​	​	​	46	​	​
​	How the Executive Compensation Plan Works	​	​	​	​	47	​	​
​	2024 PERFORMANCE AND COMPENSATION	​	​	​	​	57	​	​
​	2024 Pay for Performance Under the Executive Compensation Plan	​	​	​	​	57	​	​
​	Summary Compensation Table	​	​	​	​	66	​	​

​	Incentive Plan Awards	​	​	​	​	67	​	​
​	Bank Performance and Executive Compensation	​	​	​	​	69	​	​
​	ADDITIONAL DISCLOSURE	​	​	​	​	70	​	​
​	Approach to Employee Total Rewards	​	​	​	​	70	​	​
​	Alignment to Financial Stability Board Principles and Risk Management Practices	​	​	​	​	71	​	​
​	Material Risk Takers	​	​	​	​	75	​	​
​	Additional Summary Compensation Information	​	​	​	​	75	​	​
​	Retirement Plan Benefits	​	​	​	​	77	​	​
​	Pension Arrangements for Mr. Masrani	​	​	​	​	80	​	​
​	Accrued NEO Defined Benefit Pension Obligation	​	​	​	​	81	​	​
​	Accrued NEO Defined Contribution Pension Obligation	​	​	​	​	81	​	​
​	Termination and Change of Control Benefits	​	​	​	​	82	​	​
​	Stock Options	​	​	​	​	84	​	​
​	SHAREHOLDER PROPOSALS	​	​	​	​	87	​	​
​	DIRECTORS’ AND EXECUTIVE OFFICERS’ INDEBTEDNESS AND OTHER TRANSACTIONS WITH THE BANK	​	​	​	​	103	​	​
​	DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE	​	​	​	​	103	​	​
​	DIRECTORS’ APPROVAL	​	​	​	​	103	​	​
​	SCHEDULE A — CORPORATE GOVERNANCE	​	​	​	​	104	​	​
​	Policies and Practices	​	​	​	​	104	​	​
​	Reports of the Board of Directors and Committees	​	​	​	​	124	​	​
​	SHAREHOLDER INQUIRIES	​	​	​	​	140	​	​

Financial information about the bank is found in its comparative consolidated financial statements and management’s discussion and analysis for the year ended October 31, 2024 (MD&A). Financial information and additional information about the bank are available on the bank’s website (www.td.com), SEDAR+ (www.sedarplus.ca), and on the U.S. Securities and Exchange Commission (SEC) website (www.sec.gov), or can be obtained free of charge on request from TD Shareholder Relations using the contact information on page 140 of this circular.

Please read our “Caution Regarding Forward-Looking Statements” beginning on page 141 of this circular.

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ACCESSING THE MEETING VIRTUALLY

Registered shareholders and non-registered (beneficial) shareholders who do not attend the meeting in person may, acting directly or through their duly-appointed proxyholders, participate, ask questions, and vote “in real time” at the meeting through the below-referenced webcast by following the procedures set out below under the heading “Voting Information”. You may also simply watch the live virtual meeting via the webcast as a guest:

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Live Webcast: https://meetings.lumiconnect.com/400-626-742-975

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Password: td2025 (case sensitive)

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Additional details for the webcast and meeting can be found here: www.td.com/annual-meeting/2025.

For information on how to vote your shares, please see the “Voting Information” section of this circular.

VOTING INFORMATION

PROXY SOLICITATION

This circular is provided in connection with management’s solicitation of proxies for the annual meeting of common shareholders of the bank scheduled to be held on April 10, 2025, including any adjournment or postponement thereof (the “meeting”), to be held at the time and place and for the purposes listed in the notice of annual meeting accompanying this circular. The bank is soliciting proxies primarily by mail, and you may also be contacted via email, by telephone, in writing or in person by directors, officers, employees and agents of the bank. The bank has retained Laurel Hill Advisory Group to assist with this process, at a cost of $85,000 plus reimbursement of reasonable out of pocket expenses. The bank pays the costs associated with soliciting proxies.

A non-registered (beneficial) holder may fall into two categories — those who object to their identity being made known to the issuers of the securities which they own (“Objecting Beneficial Owners”) and those who do not object to their identity being made known to the issuers of the securities which they own (“Non-Objecting Beneficial Owners”). The bank has elected to send copies of the meeting materials indirectly through intermediaries for onward distribution to Non-Objecting Beneficial Owners and Objecting Beneficial Owners. The bank also intends to pay the fees and costs of intermediaries and agents for their services in delivering the meeting materials to Non-Objecting Beneficial Owners and Objecting Beneficial Owners.

WHO CAN VOTE

On February 10, 2025, the date for determining which shareholders are entitled to vote at the meeting, there were 1,752,240,674 common shares that were eligible to vote on each of the matters to be voted on at the meeting, subject to applicable Bank Act restrictions. Shares cannot be voted if they are beneficially held by:

•

the Government of Canada or any of its agencies

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•

the government of a province of Canada or any of its agencies

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•

the government of a foreign country or any political subdivision of a foreign country or any of its agencies

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•

any person or entity who has acquired more than 10% of the common shares without approval in accordance with Bank Act provisions

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In addition, no person or entity may cast votes in respect of any shares beneficially owned by the person, or by any entity controlled by that person, that represent, in the aggregate, more than 20% of the eligible votes.

Management and the board are not aware of any person who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the common shares.

HOW MANY VOTES DO YOU GET

You are entitled to one vote for each common share registered in your name or beneficially owned by you on February 10, 2025, subject to the restrictions described above.

HOW TO VOTE

How you vote depends on whether you are a non-registered (beneficial) or registered shareholder. Most of the bank’s shareholders are “beneficial owners” who are non-registered shareholders.

IF YOU ARE A REGISTERED SHAREHOLDER

Your name appears on your common share certificate or you hold your common shares through the Direct Registration System (DRS) in the United States.

2   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

You have received a form of proxy from our Canadian transfer agent (TSX Trust Company) or from our U.S. transfer agent (Computershare).

To vote in advance of the meeting, you must follow the instructions on the form of proxy you received and return it using one of the following methods. Whether you are voting by internet, by email or by mail, to be valid, your voting instructions must be received by our transfer agent by 9:30 a.m. (Eastern) on April 8, 2025, the proxy deposit date, or, in the case of an adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for the adjourned or postponed meeting.

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If you hold a share certificate, go to the website www.meeting-vote.com and vote using the control number located on your form of proxy.

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If you hold your shares via the DRS, go to the website www.investorvote.com/TDM and vote using the control number located on your form of proxy.

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By email:

•

If you hold a share certificate, send a scan (both sides of the form) of the duly completed, signed and dated form to proxyvote@tmx.com.

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•

If you hold your shares via the DRS, email voting is not available.

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•

If you hold a share certificate or hold your shares via DRS, using the envelope provided, send the duly completed, signed and dated (on the back) form of proxy by mail.

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•

If you hold a share certificate, call 1-800-387-0825 (in Canada and U.S. only) or 416-682-3860 and vote using your control number located on your form of proxy.

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•

If you hold your shares via the DRS, call 1-800-652-VOTE (8683) (in Canada and U.S. only) and vote using your control number located on your form of proxy.

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Even if you plan on attending the meeting, you are encouraged to vote in advance in the event you can no longer attend. You may still recast your vote at the meeting. Please register at the registration desk when you arrive at the meeting.

Even if you plan to attend the meeting virtually, you are encouraged to vote in advance in the event you are no longer able to attend. You may still recast your vote via internet by following the instructions below.

You must follow these instructions on the day of the meeting. The bank recommends that you begin at least 15 minutes in advance of the meeting:

1.

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2.

Select “I have a login”.

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3.

Enter the 13-digit control number (found on the form of proxy) and the password “td2025” ​(case sensitive).

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4.

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5.

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If you voted in advance of the meeting and you wish to change your voting instructions, you may recast your voting instructions using any of the methods listed above.

If you wish to revoke your voting instructions altogether, you may revoke it by delivering written notification to the bank’s Corporate Secretary in any of the ways indicated on the form of proxy not later than 9:30 a.m. (Eastern) on April 8, 2025, or, in the case of an adjournment or postponement of the meeting, not less than

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   3

48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for the adjourned or postponed meeting, or by attending in person before the start of the meeting or in any other way permitted by law. Your written notification must state clearly that you wish to revoke the proxy.

IF YOU ARE A NON-REGISTERED (BENEFICIAL) SHAREHOLDER

Your common shares are held in the name of an intermediary, such as a bank, trust company, securities broker or trustee, and therefore you do not have the shares registered in your own name.

You have received a voting instruction form from your intermediary.

Your intermediary must receive your instructions by 9:30 a.m. (Eastern) on April 7, 2025, one business day before the proxy deposit date, which is April 8, 2025 or, in the case of an adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for the adjourned or postponed meeting. Refer to the instructions on your voting instruction form. You must follow the instructions on the voting instruction form you received and return it using one of the following methods:

Go to the website www.proxyvote.com and vote using the unique 16-digit control number located on your voting instruction form.

Using the envelope provided, send the duly completed, signed and dated (on the back) voting instruction form by mail.

For shareholders in Canada, call 1-800-474-7493 (for service in English) or 1-800-474-7501 (for service in French). For shareholders in the U.S., call: 1-800-454-8683. You will need your 16-digit control number located on the voting instruction form.

Additionally, the bank may utilize Broadridge Financial Solutions’ Quickvote™ service where the bank’s proxy solicitation agent, Laurel Hill Advisory Group, may reach out to eligible non-registered shareholders to take their votes directly over the phone.

a)

​

b)

if your intermediary makes this option available, go to www.proxyvote.com and enter the 16-digit control number listed on the voting instruction form that you received, and insert your name in the “Change Appointee” section on the voting site. In some cases, your intermediary may send you additional documentation that must also be completed in order for you to vote in person at the meeting.

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Step 2: Register at the registration desk when you arrive at the meeting. You will then be able to vote in person when prompted at the meeting.

If you wish to exercise your voting rights virtually during the meeting, you will need to appoint yourself as proxyholder and register by following these instructions.

a)

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4   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

b)

if your intermediary makes this option available, go to www.proxyvote.com and enter the 16-digit control number listed on the voting instruction form that you received, and insert your name in the “Change Appointee” section on the voting site. In some cases, your intermediary may send you additional documentation that must also be completed in order for you to vote.

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Your intermediary must receive your instructions by 9:30 a.m. (Eastern) on April 7, 2025, one business day before the proxy deposit date, which is April 8, 2025 or, in the case of an adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for the adjourned or postponed meeting. Refer to the instructions on your voting instruction form for more details.

Step 2: Contact TSX Trust Company at https://www.tsxtrust.com/control-number-request or call 1-866-751-6315 or 416-682-3860 no later than 3:00 p.m. (Eastern) on April 8, 2025, to obtain a control number, which you will need in order to vote via the Internet during the meeting.

Step 3: Once you have registered as a proxyholder (Step 1 above) and obtained a control number from TSX Trust Company (Step 2 above), you must follow these instructions on the day of the meeting. The bank recommends that you begin at least 15 minutes in advance of the meeting:

1.

​

2.

Select “I have a login”. Click on the webcast link.

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3.

Enter the 13-digit control number (obtained from TSX Trust Company per Step 2 above) and the password “td2025” ​(case sensitive).

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4.

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5.

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You can vote again using one of the methods listed above provided the votes are received by the transfer agent before the deadline. If you wish to revoke your voting instructions altogether, please contact your intermediary for instructions on how to revoke your voting instructions.

Proxy cut-off deadline

Your proxy and voting instructions must be received by our transfer agent by 9:30 a.m. (Eastern) on April 8, 2025 or, in the case of an adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for the adjourned or postponed meeting. The chair of the meeting reserves the right to accept late proxies and to waive the proxy-cut-off deadline, with or without notice, but the bank is under no obligation to accept or reject any particular late proxy or voting instructions.

Non-registered holders must ensure their proxy or voting instructions are received by their intermediary at least 24 hours before the above proxy cut-off deadline to ensure their proxy or voting instructions are received by the above proxy cut-off deadline.

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   5

APPOINTING A DIFFERENT PROXYHOLDER

You can appoint a different proxyholder to attend the annual meeting virtually or in person, if you are a registered shareholder or non-registered (beneficial) shareholder.

The persons named as proxyholders in the form of proxy or voting instruction form are directors and/or officers of the bank. If you wish to appoint a different person to represent you at the meeting, you may do so in one of the following ways. Proxies must be received by TSX Trust Company or the bank’s corporate secretary by 9:30 a.m. (Eastern) on April 8, 2025 or, in the case of an adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for the adjourned or postponed meeting. Contact information for the bank’s transfer agent is provided on page 140 of this circular. Contact information for the corporate secretary is set out under the heading “Shareholder Proposals” on page 12 of this circular.

In Person Attendees

Virtual Attendees

6   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

HOW YOUR PROXY WILL BE VOTED

If you are eligible to vote and you have properly given voting instructions in your proxy form or voting instruction form, the proxyholder will be required to vote your common shares in accordance with your instructions. If you have not given voting instructions in your proxy form or voting instruction form, your proxyholder will decide how to vote. For the election of directors and the appointment of the auditor, you may vote FOR or WITHHOLD; for the advisory vote on the approach to executive compensation, you may vote FOR or AGAINST; and for each of the shareholder proposals, you may vote FOR, AGAINST or ABSTAIN. An abstention will be counted as present for quorum purposes but will not be counted as a vote cast in determining whether the requisite majority of votes cast has approved each shareholder proposal.

If you appoint the persons designated in the form of proxy or voting instruction form as the proxyholder, then, unless otherwise specified, your shares will be voted at the meeting as follows:

ASKING QUESTIONS AT THE MEETING

As this is a shareholders’ meeting, only registered shareholders and duly appointed proxyholders may ask questions during the meeting and the question and answer session. The board and senior management will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed following the end of the meeting during the question and answer session.

Registered shareholders and proxyholders attending the meeting online can submit questions at any time during the meeting. It is recommended that shareholders and proxyholders attending the meeting online submit their questions as soon as possible during the meeting so they can be addressed at the appropriate time.

Registered shareholders and proxyholders attending the meeting in person will be able to ask questions during the meeting.

Questions may also be submitted in advance of the meeting via email c/o TD Shareholder Relations at tdshinfo@td.com. Questions submitted in advance must be received by 9:30 a.m. (Eastern) on April 8, 2025 to be included in the meeting.

Questions dealing with similar topics or issues may be grouped, summarized and addressed with one response.

More information, including the rules of procedure and instructions for submitting questions online, will be made available at www.td.com/annual-meeting/2025 in advance of the meeting.

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   7

ADDITIONAL INFORMATION

For additional information regarding how to vote, attending the meeting online (including technical and logistical issues related to accessing the meeting online) or other general proxy matters, please call the bank’s Canadian transfer agent, TSX Trust Company, at 1-800-387-0825 (Canada and the United States) or 416-682-3860 (other countries). Alternatively, shareholders may contact Laurel Hill Advisory Group at 1-877-452-7184 (416-304-0211 outside North America) or by email at assistance@laurelhill.com.

SHAREHOLDER APPROVAL

A simple majority of the votes cast, in person, online or by proxy, will constitute approval of each matter specified in this circular.

AMENDMENTS TO MATTERS RAISED OR NEW MATTERS BROUGHT BEFORE THE MEETING

The form of proxy or voting instruction form gives authority to the persons named on it to use their discretion in voting on amendments or variations to matters identified in this circular, or other matters that may properly come before the meeting. As of the time of printing of this circular, management is not aware of any amendment, variation or other matter expected to come before the meeting. If other matters properly come before the meeting, it is intended that the person appointed as proxyholder will vote on them in such manner as the proxyholder considers proper in their discretion.

VOTING CONFIDENTIALITY

To keep your vote confidential, proxies are counted and tabulated by TSX Trust Company. Proxies are only submitted to the bank when legally necessary or when a shareholder clearly intends to communicate comments to management or the board. Shareholders wishing to maintain complete confidentiality of their holdings and their voting may register their common shares in the name of a nominee.

VOTING RESULTS

Voting results of the meeting will be available shortly after the meeting on the bank’s website (www.td.com/​annual-meeting/2025), at www.sedarplus.ca and www.sec.gov.

DELIVERY OF MEETING MATERIALS

Notice-and-Access

As permitted by the Canadian Securities Administrators and pursuant to an exemption from the proxy solicitation requirement received from the Office of the Superintendent of Financial Institutions, the bank is using notice-and-access to deliver its circular to registered and non-registered shareholders. The bank is also using notice-and-access to deliver its annual report to its non-registered (beneficial) shareholders.

This means that, instead of receiving a paper copy of the meeting materials, you will receive a notice explaining how to access these materials online. You will still receive a form of proxy or a voting instruction form in the mail so you can vote your shares. Notice-and-access helps reduce printing and postage costs and contributes to the protection of the environment by reducing paper and energy use.

The meeting materials are available at https://www.meetingdocuments.com/tsxt/td/​, on the bank’s website at www.td.com, and on SEDAR+ at www.sedarplus.ca. If you prefer to have a paper copy, you can request one from the bank’s transfer agent in the manner described below. Prior to the meeting, a copy of the meeting materials will be sent to you (at no cost to you) within three business days of your request.

Upon request, the bank will provide a paper copy of the meeting materials to any shareholder, free of charge, for a period of one year from the date the circular was filed on SEDAR+. To request a paper copy, please call the bank’s Canadian transfer agent at 1-888-433-6443 (toll free in Canada and the United States).

Who to contact if you have questions about notice-and-access

If you have any questions about notice-and-access, please call the bank’s Canadian transfer agent at 1-888-433-6443 (toll free in Canada and the United States).

8   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

ELECTRONIC DELIVERY OF SHAREHOLDER MATERIALS

The bank offers electronic delivery (e-delivery) of shareholder materials, including this circular, the notice-and-access notice, and the form of proxy or voting instruction form, for beneficial owners and registered shareholders. Shareholders who have enrolled in e-delivery will be notified via email when documents are made available, at which time they can be viewed and/or downloaded from www.td.com/investor. How you enroll depends on whether you are a beneficial or registered shareholder. The chart below outlines the process by which shareholders can sign up for e-delivery.

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   9

RECEIVE FINANCIAL STATEMENTS

The bank’s comparative consolidated financial statements and management’s discussion and analysis for the fiscal year ended October 31, 2024 (the “2024 MD&A”), together with the auditor’s report on those statements, will be presented to the bank’s shareholders at the meeting. These documents are included in the bank’s 2024 annual report, which has been made available to shareholders through notice-and-access and is available at www.td.com, at www.sedarplus.ca, and in the bank’s annual report on Form 40-F at www.sec.gov.

ELECT DIRECTORS

The 14 nominees proposed for election as directors were recommended to the board of directors by the corporate governance committee after a robust leadership and governance renewal exercise informed by external advisors, investors and other stakeholders, as well as the annual self-evaluation process. Four of the 14 nominees are new director candidates who were recruited for their skills and expertise aligned to the bank’s current needs, in addition to the 10 incumbent directors standing for election. Information about each nominated director can be found in the “Director Nominees” section of this circular. The bank’s Majority Voting Policy is described in Schedule A to this circular. In addition, as set out under “Expected Future Director Appointment” below, the bank expects to appoint one additional new director to the board on or about August 25, 2025.

The bank believes that the board should be comprised of individuals with a diverse mix of backgrounds, expertise, experience, age, gender, and perspectives among other characteristics, to enable the board to carry out its complex and wide-ranging responsibilities and to enable effective oversight and decision-making. The board balances the need for fresh perspectives and skills with the need to maintain institutional knowledge and continuity in order to oversee a complex, multi-national banking enterprise. This year, the board had a particular focus on recruiting directors with global banking, governance, risk management and regulatory compliance skills and experience to be nominated for election to the board at the meeting. The bank’s board nominees represent ages ranging from 47 to 69 years and years of service ranging from zero to approximately 11 years, with 11 board members (79%) being within their first three years of service and the average tenure of the board being approximately 2.2 years.

Unless otherwise instructed, the persons designated in the form of proxy or voting instruction form intend to vote FOR the nominees listed in the “Director Nominees” section of this circular. If, for any reason at the time of the meeting, any of the nominees are unable to serve, and unless otherwise instructed, the persons designated in the form of proxy or voting instruction form may vote in their discretion for any substitute nominee(s).

APPOINT AUDITOR

The audit committee of the board of directors has assessed the performance and independence of Ernst & Young LLP (EY) and the board recommends that EY be reappointed as auditor of the bank (the shareholders’ auditor) until the close of the next annual shareholders’ meeting. Unless otherwise instructed, the persons designated in the enclosed form of proxy or voting instruction form intend to vote FOR the reappointment of EY as the shareholders’ auditor. EY was appointed as the shareholders’ auditor for the year ended October 31, 2024, in accordance with the Bank Act and the recommendation by the audit committee, and has been the bank’s sole independent external auditor since the beginning of the year ended October 31, 2006. A representative of EY will be in attendance at the meeting and available to answer your questions.

PRE-APPROVAL POLICIES AND SHAREHOLDERS’ AUDITOR SERVICE FEES

The bank’s audit committee has implemented a policy restricting the services that may be performed by the shareholders’ auditor for the bank, its subsidiaries and entities over which it has significant influence. Any service to be performed by the shareholders’ auditor must be permitted by law and the policy, and must be pre-approved by the audit committee pursuant to the policy, along with the associated fees for those services. For further information with respect to the audit committee, including its charter and composition, the relevant education and experience of its members, its pre-approval policies and the shareholders’ auditor

10   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

service fees, please see the discussion under the headings “Audit Committee”, “Additional Information Regarding the Audit Committee and Shareholders’ Auditor”, “Pre-Approval Policies and Shareholders’ Auditor Service Fees” and “Appendix C” in the bank’s 2024 annual information form (www.td.com/investor/​other.jsp or www.sedarplus.ca).

The fees paid to EY, the current shareholders’ auditor, for services performed during the past two fiscal years are detailed in the table below.

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(1)

Audit fees are fees for the professional services in connection with the audit of the bank’s financial statements including the audit of internal control over financial reporting, the audit of its subsidiaries, and other services that are normally provided by the shareholders’ auditor in connection with statutory and regulatory filings or engagements.

​

(2)

Audit-related fees are fees for assurance and related services that are performed by the shareholders’ auditor. These services include: employee benefit plan audits; audit of charitable organizations; audit services for certain special purpose entities administered by the bank; accounting and tax consultation in connection with mergers, acquisitions, divestitures and restructurings; application and general controls reviews; interpretation of accounting, tax and reporting standards; assurance services or specified procedures that are not required by statute or regulation; reports on control procedures at a service organization; translation of financial statements and reports in connection with the audit or review; and information technology advisory services.

​

(3)

Tax fees comprise general tax planning and advice related to mergers and acquisitions and financing structures; electronic and paper-based tax knowledge publications; income and commodity tax compliance and advisory services; and transfer pricing services and customs and duties issues.

​

(4)

All other fees include fees for benchmark studies; regulatory advisory services; and performance and process improvement services.

​

(5)

Includes fees for professional services provided by EY for certain investment funds managed by subsidiaries of the bank. The fees mainly relate to audit services; $566 thousand (2023 – $630 thousand) relates to tax and other services. In addition to other administrative costs, the subsidiaries are responsible for the auditors’ fees for professional services rendered in connections with the annual audits, statutory and regulatory filings, and other services for the investment funds, in return for a fixed administration fee. For certain funds, these fees are paid directly by the funds.

​

ADVISORY VOTE ON APPROACH TO EXECUTIVE COMPENSATION

Shareholders may cast an advisory vote on the approach to executive compensation disclosed in the “Report of the Human Resources Committee” and “Approach to Executive Compensation” sections of this circular. These sections describe the role of the human resources committee (“HRC”) in overseeing compensation at the bank, as well as the bank’s executive compensation principles and the key design features of compensation plans for executives.

Unless otherwise instructed, the persons designated in the enclosed form of proxy or voting instruction form intend to vote FOR the following resolution:

“RESOLVED that, on an advisory basis and not to diminish the role and responsibilities of the board of directors, the shareholders accept the approach to executive compensation disclosed in the Report of the Human Resources Committee and Approach to Executive Compensation sections located on pages 40 to 56 of the management proxy circular.”

The HRC and the board welcome questions and comments about executive compensation at TD. The HRC and the board maintain an open dialogue with shareholders and take all feedback into consideration when evaluating the principles and features of executive compensation and making compensation decisions. See page 140 for our contact information. Shareholders may communicate directly with the Board Chair, on behalf of the HRC and the board, by email: c/o TD Shareholder Relations at tdshinfo@td.com. While the advisory vote is non-binding, the HRC and the board of directors will take the results of the vote into account, as they consider appropriate, when considering future compensation policies, procedures and decisions. If a

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   11

significant number of the shares represented at the meeting are voted against the advisory resolution, the Board Chair will oversee a process to better understand opposing shareholders’ specific concerns. The HRC will then review the approach to executive compensation in the context of shareholders’ specific concerns and may make recommendations to the board of directors. Following the review by the HRC, the bank will aim to disclose a summary of the process undertaken and an explanation of any resulting changes to executive compensation within six months of the shareholders’ meeting and, in any case, not later than in the management proxy circular relating to the subsequent annual shareholders’ meeting.

At its 2024 annual meeting of shareholders held on April 18, 2024, the bank received 90.2% shareholder support for its non-binding advisory vote on the approach to executive compensation disclosed in the “Report of the Human Resources Committee” and “Approach to Executive Compensation” sections of the bank’s 2024 management proxy circular.

Shareholder proposals submitted for consideration at the meeting are set out beginning on page 87 of this circular. If these proposals are put forward at the meeting, unless otherwise instructed, the persons designated in the enclosed form of proxy or voting instruction form intend to vote AGAINST each of these proposals.

The bank carefully considered each shareholder proposal, and engaged with all of the proposal proponents and the bank’s other key shareholders and stakeholders on the matters raised by the proposals.

In order to be considered at next year’s annual shareholders’ meeting, proposals, including director nominations under the bank’s proxy access policy (which is available on the bank’s website), must be received by 5:00 p.m. (Eastern) on Wednesday, November 12, 2025. Proposals should be sent to the Corporate Secretary, Legal Department, The Toronto-Dominion Bank, TD Bank Tower, 66 Wellington Street West, 15th Floor, Toronto, Ontario M5K 1A2, or by email to tdshinfo@td.com.

12   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

DIRECTOR NOMINEES

Fourteen director nominees are proposed for election to the board of directors at the meeting. The figures below summarize key statistics regarding director independence, tenure and self-reported diversity in respect of the director nominees.

BOARD REFRESHMENT

The 14 nominees proposed for election as directors were recommended to the board of directors by the corporate governance committee after a robust leadership and governance renewal exercise informed by external advisors, investors and other stakeholders, as well as the annual self-evaluation process. Four of the 14 nominees are new director candidates who have been actively recruited given their backgrounds, expertise and perspectives, including expertise in global banking, governance, risk management and regulatory compliance, in addition to the 10 incumbent directors standing for election, seven of whom joined the board within the prior three years. In addition, as set out under “Expected Future Director Appointment” below, the bank expects to appoint Frank Pearn as a director to the board effective on or about August 25, 2025 as a result of a change in Mr. Pearn’s personal circumstances which occurred after the bank’s announcement on January 17, 2025 that he would be standing for election. Five long-standing directors are not standing for re-election at the meeting ensuring continuous renewal and alignment with governance priorities. This refreshment balances the goal of bringing new perspectives and diversity to the board with an appropriate degree of continuity and adequate opportunity for the transitioning of board roles and responsibilities. In addition, Mr. Alan MacGibbon, the Board Chair, has informed the board that he will step down as Board Chair and retire as a director by December 31, 2025. The board has commenced the work necessary to select a new Board Chair to replace Mr. MacGibbon. Until a new Board Chair is selected, Mr. MacGibbon will provide continuity as he guides the board’s renewal and supports a successful CEO transition.

The bank believes that the board should be comprised of individuals with a diverse mix of backgrounds, expertise, experience, age, gender, perspectives and tenure, among other characteristics, to enable the board to carry out its complex and wide-ranging responsibilities and to maximize effective oversight and decision-making. As part of this, the board balances the need for fresh perspectives and skills with the need to maintain institutional knowledge and continuity in order to oversee a complex, multi-national banking enterprise. This year, the board had a particular focus on recruiting directors with global banking, governance, risk management and regulatory compliance skills and experience who are being nominated for election to the board at the meeting. The bank’s board nominees range in age from 47 to 69 years and have served from zero to approximately 11 years, with 11 board members (79%) being within their first three years of service and the average tenure of the board being approximately 2.2 years.

COMMITTEE REFRESHMENT

In connection with the bank’s significant refreshment of the board of directors outlined above, and assuming the election or re-election, as applicable, of each of the bank’s director nominees at the meeting, in early 2025 the board approved reconstituting the composition of each of its audit, human resources, corporate governance and risk committees, including appointing new chairs for each of the human resources, corporate governance and risk committees and refreshing the overall composition of each of these committees with new directors, balanced with the need to maintain some continuity in order to enable the committees to carry out their respective mandates. At this stage, the board has not proposed to change the chair of the audit committee, on the basis that the chair position was already refreshed in December 2023. As discussed elsewhere, the board has also established a dedicated remediation committee of the board to oversee and direct the bank’s AML remediation program, the composition of which is also being refreshed (including with a new chair). New directors, once elected, will be included on each of the board committees.

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   13

Assuming the election or re-election of each of the bank’s director nominees at the meeting, effective April 10, 2025, the expected new committee compositions are described in Schedule A — Corporate Governance under “Board Committees” and detailed in “Director Nominee Profiles" below.

INDEPENDENCE

Thirteen of the 14 nominees proposed for election, including the Board Chair, are independent — they are not part of management and do not have relationships with the bank that would make them personally beholden to the bank or that would otherwise interfere with the exercise of their independent judgment. There is only one director, Raymond Chun, who is not independent because of his role as Group President and Chief Executive Officer of the bank.

TENURE

The average tenure of the bank’s nominees is approximately 2.2 years as at February 6, 2025. Effective January 2025, the bank has reduced the maximum period a director can serve under its Corporate Governance Guidelines by reducing the discretionary term extension from five years to two years after an initial 10-year term, which is leading edge compared with industry standards and practice, including the bank’s peers. Extensions or waivers (if any) of the 10-year term limits are only approved by the board if determined to be in the best interests of the bank. You can read more about the changes to the bank’s term limits policy on page 120 of this circular.

CAPABILITIES

The board of directors is committed to being constituted of highly qualified individuals with a broad spectrum of competencies and an appropriate mix of skills, industry experience, backgrounds and expertise to bring diversity of thought to the work of the board. The nominees have been selected based on a robust board renewal exercise and on each nominee’s ability to make a valuable contribution to the board. The bank believes the nominees have the right mix of industry experience, expertise and personal attributes to enable the board and its reconstituted committees to carry out their wide-ranging responsibilities. When identifying qualified candidates for the competencies of the board, the corporate governance committee considers all characteristics and experiences that contribute to the candidate’s perspective including skills, geography, regional and industry experience, gender, age, cultural background, and other attributes, while recognizing that the board is comprised of a limited number of individuals. The corporate governance committee may also engage recruitment firms to assist in identifying potential candidates. All appointments are made on a non-discriminatory basis, consistent with applicable laws. In support of the bank’s Corporate Governance Guideline and associated policies (including the bank’s Board Diversity Policy), the board has established an aspirational goal that women and men each comprise at least 30% to 40% of the board’s directors. To implement such policies and measure its progress, the board undertakes an annual self-evaluation process and an annual review of its skills matrix, both of which assist the board in identifying the capabilities required to discharge its duties. This year, women comprise 43% (6 of 14) of all director nominees, and, assuming the election or re-election, as applicable, of all director nominees at the meeting, women will chair three of the bank’s five board committees.

Nominees were asked in a voluntary survey if they self-identified as a visible minority(1), an Indigenous person(2), 2SLGBTQ+(3), or a person with a disability(4). The results of that voluntary survey show that 57% (8 of 14) of all director nominees self-identify as a member of one of those groups. This includes 43% (6 of 14) who self-identify as a visible minority or an Indigenous person. All of the bank’s board nominees speak fluent English. Other languages spoken by the bank’s nominees include Arabic (1 of 14), French (1 of 14), Hindi (1 of 14), Italian (1 of 14), Korean (1 of 14), Macedonian (1 of 14), Punjabi (1 of 14) and Serbian (1 of 14).

Details regarding the competencies of the independent director nominees are described under the heading “Key Areas of Expertise/Experience” below and information regarding the board’s approach to its composition, director nominations and board renewal are described in Schedule A to this circular.

(1)

“Visible minority” is defined as non-Caucasian in race or non-white in colour, other than an Indigenous person.

​

(2)

“Indigenous person” is defined as First Nations, Inuit, Métis, American Indian, Alaska Native, Native Hawaiian or other.

​

(3)

“2SLGBTQ+” is defined as a member of the Two-Spirit, Lesbian, Gay, Bisexual, Transgender, Queer, Plus community.

​

(4)

“Person with a disability” is defined as a person having a long-term or recurring visible or invisible physical, mental, sensory, psychiatric or learning impairment, including impairment resulting from, or related to hearing, seeing, vocal, mobility, agility, pain, neurological, memory, developmental, psychological or addiction.

​

14   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

DIRECTOR NOMINEE PROFILES

The profiles below provide important information on each director nominee, including information about their experience, expertise, principal place of residence and current bank equity ownership (consisting of common shares beneficially owned, directly or indirectly, or controlled or directed, as well as deferred share units (DSUs) (each equivalent to a common share), as described in greater detail on page 27, credited to each nominee as part of their compensation). The total equity value and amount by which each nominee’s bank equity ownership exceeds the nominee’s share ownership requirement (SOR) is based on the bank’s stock price at the end of the preceding calendar year and is presented in Canadian dollars. SOR is described further under the heading “Director Share Ownership Requirement” in the “Director Compensation” section of this circular.

At the meeting, you are being asked to elect 14 nominees for the position of director. Amy Brinkley, Brian Ferguson, Colleen Goggins, Karen Maidment and Claude Mongeau are not seeking re-election as directors. Ana Arsov, Elio Luongo, Nathalie Palladitcheff, and Paul Wirth are new director nominees who bring experience to the board in the areas of global banking, governance, risk management, and regulatory compliance. The remaining 10 director nominees are all current directors of the bank. In addition, Mr. Alan MacGibbon, the current Board Chair, will step down as Board Chair and retire as a director by December 31, 2025. The board has commenced the work necessary to select a new Board Chair to replace Mr. MacGibbon. Until a new Board Chair is selected, Mr. MacGibbon will provide continuity as he guides the board’s renewal and supports a successful CEO transition.

Each director elected at the meeting will hold office until his or her resignation or retirement, until the election or appointment of his or her successor, or until the close of the next annual meeting of shareholders.

The election of directors will be conducted in accordance with the bank’s Majority Voting Policy. The bank’s Majority Voting Policy is described in Schedule A to this circular.

​

Mr. Antoun is a recognized leader in the information technology industry, with a deep understanding of the power of innovation and technology to drive business outcomes.

​

​	Key Areas of Expertise/Experience							​
​	• Leadership/Strategic Planning in a large, complex organization ​ • Government/Public Affairs ​ • Marketing/Consumer/Digital/​Data ​	​	​	• Operational Excellence ​ • Risk Management ​	​	​	• Human Capital Management ​ • Cybersecurity, Technology and Information Security ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board(5) Audit(5) Risk(5) Combined Total

​

​

12 of 12 5 of 5 7 of 7 24 of 24

​

​

100% 100% 100% 100%

​

​

​

• CAE Inc. (2022 – present)(6) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs(2)

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

1,800

​

​

11,962

​

​

13,762

​

​

$1,053,206

​

​

$273,206

​

​

1.35

​

​

2024

​

​

1,800

​

​

2,442

​

​

4,242

​

​

$363,200

​

​

$(416,800)

​

​

0.47

​

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   15

​

Ms. Arsov is a former senior financial services and risk executive with a deep understanding of the banking and financial services industry, including strategic planning, risk management, human capital management and regulatory matters.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Capital Markets/Treasury ​ • Environmental and Social Sustainability ​	​	​	• Leadership/Strategic Planning in a large, complex organization ​ • Financial Services ​ • Legal/Regulatory/Compliance ​	​	​	• Risk Management ​ • Human Capital Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

New Nominee

​

​

N/A

​

​

​

​

​

​

None

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

Nil

​

​

Nil

​

​

Nil

​

​

Nil

​

​

N/A(8)

​

​

N/A(8)

​

   

   

​

Ms. Brant is a lawyer with expertise in resource infrastructure projects, public-private partnerships and corporate governance.

​

​	Key Areas of Expertise/Experience							​
​	• Environmental and Social Sustainability ​ • Leadership/Strategic Planning in a large, complex organization ​ • Government/Public Affairs ​	​	​	• Legal/Regulatory/Compliance ​ • Risk Management ​	​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board Risk Combined Total

​

​

14 of 16 8 of 10 22 of 26

​

​

88% 80% 85%

​

​

​

• Hydro One (2018 – present) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

1526

​

​

10,417

​

​

11,943

​

​

$913,998

​

​

$133,998

​

​

1.17

​

​

2024

​

​

1,526

​

​

7,315

​

​

8,841

​

​

$756,966

​

​

$(23,034)

​

​

0.97

​

   

16   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

​

Mr. Chun was appointed Group President and Chief Executive Officer of TD Bank Group on February 1, 2025. He was the bank’s Chief Operating Officer since November 1, 2024.

​

​	Key Areas of Expertise/Experience							​
​	• Leadership/Strategic Planning in a large, complex organization ​ • Financial Services ​ • Marketing/​Consumer/​Digital/​Data ​	​	​	• Operational Excellence ​ • Risk Management ​	​	​	• Human Capital Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Appointed to the board effective November 1, 2024

​

​

​

​

​

​

None

​

​

Equity Ownership

​

​

​

​

​

Year(1)

​

​

Common Shares

​

​

Share Units Subject to Vesting(11)

​

​

Total Common Shares and Share Units

​

​

Effective February 1, 2025, Mr. Chun is subject to the SOR applicable to the Group President and Chief Executive Officer and described under the heading “Share Ownership Requirements” on page 74. Further details relating to Mr. Chun’s SOR will be published in the management proxy circular for fiscal 2025.

​

​

2025

​

​

12,234

​

​

50,272

​

​

62,506

​

​

​

​

   

   

​

Mr. Luongo is a recognized business, strategy and financial expert who has advised boards and CEOs of large organizations across multiple industries in Canada and globally.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Leadership/Strategic Planning in a large, complex organization ​ • Legal/Regulatory/Compliance ​	​	​	• Operational Excellence ​ • Risk Management ​	​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

New Nominee

​

​

N/A

​

​

​

​

​

​

None

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

18,595

​

​

Nil

​

​

18,595

​

​

$1,423,075

​

​

N/A(8)

​

​

N/A(8)

​

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   17

​

Mr. MacGibbon has advised leading Canadian and global corporations and boards on complex strategic, business, and financial matters.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Environmental and Social Sustainability ​ • Leadership/Strategic Planning in a large, complex organization ​	​	​	• Legal/Regulatory/Compliance ​ • Operational Excellence ​ • Risk Management ​	​	​	• Human Capital Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board (chair) Audit(14) Corporate Governance (chair) Human Resources Combined Total

​

​

16 of 16 1 of 1 8 of 8 9 of 9 34 of 34

​

​

100% 100% 100% 100% 100%

​

​

​

• CAE Inc. (2015 – present) (Board Chair)(6) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs(2)

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

4,076

​

​

79,213

​

​

83,289

​

​

$6,374,107

​

​

$4,814,107

​

​

4.09

​

​

2024

​

​

4,076

​

​

66,902

​

​

70,978

​

​

$6,077,136

​

​

$4,517,136

​

​

3.90

​

   

   

​

Mr. MacIntyre has over three decades of experience in capital markets and private equity.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Capital Markets/Treasury ​	​	​	• Leadership/Strategic Planning in a large, complex organization ​ • Financial Services ​	​	​	• Risk Management ​ • Human Capital Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board Human Resources Combined Total

​

​

15 of 16 8 of 9 23 of 25

​

​

94% 89% 92%

​

​

​

• Softchoice Corporation (2023 – present) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

38,074

​

​

6,410

​

​

44,484

​

​

$3,404,361

​

​

$2,624,361

​

​

4.36

​

​

2024

​

​

36,926

​

​

2,827

​

​

39,753

​

​

$3,403,652

​

​

$2,623,652

​

​

4.36

​

18   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

​

Mr. Martell helped build one of Canada’s leading financial institutions exclusively focused on Canada’s Indigenous communities.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Leadership/Strategic Planning in a large, complex organization ​	​	​	• Financial Services ​ • Government/Public Affairs ​	​	​	• Legal/Regulatory/Compliance ​ • Risk Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board Audit Risk Combined Total

​

​

16 of 16 10 of 10 10 of 10 36 of 36

​

​

100% 100% 100% 100%

​

​

​

• Nutrien Ltd. (2018 – present) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

6,383

​

​

4,043

​

​

10,426

​

​

$797,933

​

​

$17,933

​

​

1.02

​

​

2024

​

​

4,907

​

​

2,192

​

​

7,099

​

​

$607,816

​

​

$(172,184)

​

​

0.78

​

   

   

​

Ms. Palladitcheff has proven expertise and global leadership experience in investment and business management, organizational transformation, and sustainability.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Environmental and Social Sustainability ​	​	​	• Leadership/Strategic Planning in a large, complex organization ​ • Operational Excellence ​	​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

New Nominee

​

​

N/A

​

​

​

​

​

​

• Ivanhoé Cambridge Inc. (2019 – 2024) ​ • Otéra Capital Inc. (2017 – 2021) ​ • SPIE SA (2016 – 2020) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

400

​

​

Nil

​

​

400

​

​

$30,612

​

​

N/A(8)

​

​

N/A(8)

​

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   19

​

Ms. Rowe has over four decades of executive experience in the investment and financial services industries and a deep understanding of the complex regulatory environment in which the bank operates.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Capital Markets/Treasury ​ • Environmental and Social Sustainability ​	​	​	• Leadership/​Strategic Planning in a large, complex organization ​ • Financial Services ​	​	​	• Legal/Regulatory/Compliance ​ • Risk Management ​ • Human Capital Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board Audit Combined Total

​

​

16 of 16 10 of 10 26 of 26

​

​

100% 100% 100%

​

​

​

• Enbridge (2021 – present) ​ • Premier Lotteries Capital UK Limited (2019 – 2023) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

17,638

​

​

9,846

​

​

27,484

​

​

$2,103,351

​

​

$1,323,351

​

​

2.70

​

​

2024

​

​

15,977

​

​

7,709

​

​

23,686

​

​

$2,027,995

​

​

$1,247,995

​

​

2.60

​

   

   

​

Ms. Tower is a former chief executive officer with strong financial and operational leadership experience in both the Canadian and U.S. markets.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Capital Markets/Treasury ​ • Leadership/Strategic Planning in a large, complex organization ​	​	​	• Legal/Regulatory/Compliance ​ • Operational Excellence ​ • Risk Management ​	​	​	• Human Capital Management ​ • Cybersecurity, Technology and Information Security ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board Audit (chair)(21) Corporate Governance(22) Risk Combined Total

​

​

16 of 16 10 of 10 7 of 7 10 of 10 43 of 43

​

​

100% 100% 100% 100% 100%

​

​

​

• AltaGas Ltd. (2020 – present) ​ • Finning International Inc. (2022 – present) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

8,958

​

​

12,292

​

​

21,250

​

​

$1,626,263

​

​

$846,263

​

​

2.08

​

​

2024

​

​

8,521

​

​

7,167

​

​

15,688

​

​

$1,343,207

​

​

$563,207

​

​

1.72

​

20   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

​

Mr. Virmani is a business leader, entrepreneur, and innovator who has experience in human resources, people and culture and built one of Canada’s leading air cargo corporations.

​

​	Key Areas of Expertise/Experience							​
​	• Leadership/Strategic Planning in a large, complex organization ​ • Marketing/Consumer/Digital/​Data ​	​	​	• Operational Excellence ​ • Risk Management ​	​	​	• Human Capital Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board Risk Combined Total

​

​

15 of 16 10 of 10 25 of 26

​

​

94% 100% 96%

​

​

​

• Cargojet Inc. (2005 – present) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

11,765

​

​

9,597

​

​

21,362

​

​

$1,634,834

​

​

$854,834

​

​

2.10

​

​

2024

​

​

11,765

​

​

5,876

​

​

17,641

​

​

$1,510,422

​

​

$730,422

​

​

1.94

​

   

   

​

Ms. Winston is an accomplished former public-company chief financial officer with experience in complex financial and strategic matters at large consumer businesses.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Capital Markets/Treasury ​ • Environmental and Social Sustainability ​	​	​	• Leadership/Strategic Planning in a large, complex organization ​ • Legal/Regulatory/Compliance ​ • Operational Excellence ​	​	​	• Human Capital Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

Board Audit Combined Total

​

​

16 of 16 10 of 10 26 of 26

​

​

100% 100% 100%

​

​

​

• Chipotle Mexican Grill, Inc. (2020 – present) ​ • Northrop Grumman (2023 – present) ​ • Acuity Brands Inc. (2017 – 2025) ​ • Dover Corporation (2005 – 2023) ​ • Bed Bath and Beyond Inc. (2019 – 2022) ​ • Domtar Corporation (2015 – 2021) ​

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs(2)

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR(24)

​

​

Total as a Multiple of SOR(1)(24)

​

​

2025

​

​

100

​

​

20,900

​

​

21,000

​

​

$1,607,130

​

​

$484,788

​

​

1.43

​

​

2024

​

​

100

​

​

11,375

​

​

11,475

​

​

$982,490

​

​

$202,490

​

​

1.26

​

   

   

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   21

​

Mr. Wirth is a former global financial and banking leader with a deep understanding of financial and risk management in the U.S. and international markets.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Capital Markets/Treasury ​ • Leadership/Strategic Planning in a large, complex organization ​	​	​	• Financial Services ​ • Legal/Regulatory/Compliance ​ • Operational Excellence ​	​	​	• Risk Management ​ • Human Capital Management ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

New Nominee

​

​

N/A

​

​

​

​

​

​

None

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

500

​

​

Nil

​

​

500

​

​

$38,265

​

​

N/A(8)

​

​

N/A(8)

​

   

   

As a result of personal circumstances which arose following the bank’s announcement on January 17, 2025, Frank. Pearn is now expected to join the board on or about August 25, 2025. As such, he is not standing for election at the meeting. Mr. Pearn is an accomplished banking executive with valuable experience and we are very excited that he has committed to join TD’s board and look forward to welcoming him later this year. For shareholders’ reference and to provide full transparency, we have included Mr. Pearn’s biography below.

   

   

​

Mr. Pearn is an accomplished former global banking, risk and financial services leader with a deep understanding of risk management and compliance issues, including anti-money laundering and cybersecurity.

​

​	Key Areas of Expertise/Experience							​
​	• Audit, Accounting and Finance ​ • Leadership/Strategic Planning in a large, complex organization ​	​	​	• Financial Services ​ • Legal/Regulatory/Compliance ​ • Operational Excellence ​	​	​	• Risk Management ​ • Cybersecurity, Technology and Information Security ​	​

​

Board and Committee Meeting Attendance for Fiscal 2024

​

​

​

Other Public Company Directorships (for past five years)

​

​

N/A

​

​

​

​

​

​

​

​

​

None

​

​

Equity Ownership

​

​

Year(1)

​

​

Common Shares

​

​

DSUs

​

​

Total Common Shares and DSUs

​

​

Total Value of Common Shares and DSUs(3)

​

​

Amount Exceeding SOR

​

​

Total as a Multiple of SOR(1)

​

​

2025

​

​

500

​

​

Nil

​

​

500

​

​

$38,265

​

​

N/A(8)

​

​

N/A(8)

​

22   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

   

(1)

Common share and DSU equity ownership amounts for 2025 are as of February 6, 2025. Common share and DSU equity ownership amounts for 2024 are as of February 12, 2024. The total equity value and amount by which it exceeds the director’s SOR is based on the bank’s stock price at the end of the preceding calendar year and is presented in Canadian dollars. For fiscal 2025 and fiscal 2024, the SOR requirement for the Board Chair is $1,560,000 and for independent directors is $780,000. Mr. MacGibbon was appointed Board Chair as of February 1, 2024. His SOR for 2024 is calculated against the SOR requirement for Board Chair.

​

(2)

Mr. Antoun’s, Mr. MacGibbon’s, and Ms. Winston’s total DSUs include DSUs earned in respect of service on the boards of TD Group US Holdings LLC (TDGUS), TD Bank US Holding Company (TDBUSH), TD Bank, N.A. and TD Bank USA, N.A. for 2024 and 2025.

​

(3)

For 2025 and 2024, respectively, securities held were valued at the closing price of common shares on the Toronto Stock Exchange (TSX) on December 31, 2024 ($76.53) and December 29, 2023 ($85.62).

​

(4)

Subject to his re-election, Mr. Antoun will step down from the audit committee and be appointed to the human resources committee effective April 10, 2025.

​

(5)

Mr. Antoun was elected to the board on April 18, 2024.

​

(6)

Director nominees who serve on other boards together are Mr. Antoun and Mr. MacGibbon, who are directors of CAE Inc.

​

(7)

Subject to her election, Ms. Arsov will be appointed to the remediation committee and the risk committee effective April 10, 2025.

​

(8)

Subject to their election or appointment, as applicable, Ms. Arsov, Mr. Luongo, Ms. Palladitcheff, Mr. Wirth and Mr. Pearn will be subject to the SOR applicable to directors and described under the heading “Director Share Ownership Requirement” on page 29 effective the date they join the board. Further details relating to their SOR will be published in the management proxy circular for fiscal 2025.

​

(9)

Subject to her election, Ms. Brant will be appointed as chair of the corporate governance committee effective April 10, 2025.

​

(10)

Because of his position, Mr. Chun, Group President and Chief Executive Officer of the bank, is not considered “independent” under bank policy or the Canadian Securities Administrators’ National Policy 58-201 — Corporate Governance Guidelines and is “affiliated” under the Bank Act.

​

(11)

Mr. Chun’s total share units, subject to vesting, include performance share units (PSUs) as of February 6, 2025 . Additional details on PSUs can be found on page 54.

​

(12)

Subject to his election, Mr. Luongo will be appointed to the risk committee and the audit committee effective April 10, 2025.

​

(13)

Subject to his re-election, Mr. MacGibbon will step down from the human resources committee and as chair of the corporate governance committee effective April 10, 2025.

​

(14)

Mr. MacGibbon stepped down from the audit committee on December 1, 2023.

​

(15)

Subject to his re-election, Mr. MacIntyre will be appointed to the corporate governance committee and as chair of the human resources committee effective April 10, 2025.

​

(16)

Mr. MacIntyre was a director of 2180811 Ontario Limited (“218”), the sole general partner of RHB Group LP (“RHB”). On January 17, 2017, RHB and 218 were deemed to have filed an assignment of bankruptcy under the Bankruptcy and Insolvency Act (Canada). RHB and 218 were majority owned by Birch Hill Equity Partners, where Mr. MacIntyre is Partner Emeritus.

​

(17)

Subject to his re-election, Mr. Martell will step down from the audit committee and be appointed to the corporate governance committee, and as chair of the risk committee effective April 10, 2025.

​

(18)

As defined in Item 407(d)(5)(ii) of Regulation S-K, promulgated by the SEC.

​

(19)

Subject to her election, Ms. Palladitcheff will be appointed to the audit committee and the human resources committee effective April 10, 2025.

​

(20)

Subject to her re-election, Ms. Rowe will be appointed to the corporate governance committee, and as chair of the remediation committee effective April 10, 2025.

​

(21)

Ms. Tower was appointed as chair of the audit committee on December 1, 2023.

​

(22)

Ms. Tower was appointed to the corporate governance committee on December 1, 2023.

​

(23)

Subject to his election, Mr. Virmani will be appointed to the human resources committee effective April 10, 2025.

​

(24)

For fiscal 2025, the SOR requirement is in U.S. dollars for directors with a primary residence in the U.S. The U.S. dollar amount has been converted to Canadian dollars using Bank of Canada’s U.S./CDN closing rate of US$1.00 = C$1.4389 on December 31, 2024 for 2025.

​

(25)

Subject to his election, Mr. Wirth will be appointed to the audit committee and the corporate governance committee effective April 10, 2025.

​

(26)

Mr. Pearn is expected to be appointed to the board effective on or about August 25, 2025 and will be appointed to the human resources committee, and the remediation committee at that time. His term would then expire at the end of the bank’s next annual meeting, concurrent with each of the other directors who are elected at the meeting and stand for re-election at the bank's 2026 annual meeting of shareholders.

​

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   23

Key Areas of Expertise/Experience

All of the bank’s directors have broad experience and expertise acquired from senior level involvement in major organizations and significant expertise in executive leadership and corporate governance. As a result of a focused approach to board refreshment, the bank has identified five new independent directors with expertise in global banking, governance, risk management and regulatory compliance to join the board. Four of these individuals are being presented as nominees for election by our shareholders at the meeting. The fifth, Frank Pearn, is not being presented as a nominee for election at the meeting due to a change in his personal circumstances which occurred after the bank’s announcement on January 17, 2025. Instead, the bank expects to appoint Mr. Pearn as a director to the board on or about August 25, 2025. They join seven independent board members who have joined the board in the preceding three years, to strengthen the board’s expertise. The following chart identifies the “key areas of expertise/experience” for each independent director nominee on a consolidated basis, with a description of each skill/experience category included in the chart. Each of the key areas of experience competencies in the skills matrix were reviewed and expanded by the board in January 2025.

24   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

In addition, Mr. Pearn is an accomplished banking executive with valuable experience, who is expected to be appointed to the board effective on or about August 25, 2025. Mr. Pearn is expected to be appointed to the human resources and remediation committees at that time. For shareholders’ reference, Mr. Pearn has the following skills and experience: audit, accounting and finance; leadership/​strategic planning in a large, complex organization; financial services; legal/​regulatory/​compliance; operational excellence; risk management and cybersecurity, technology and information security.

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   25

Board and Committee Meeting Attendance

During the 12 months ended October 31, 2024, the board held nine regularly scheduled meetings and seven special meetings. Special meetings are called on shorter notice than regularly scheduled meetings, which are scheduled a year or more in advance. In addition, update sessions between meetings may be held to allow management to keep directors up-to-date on developments important to the board’s oversight role. Directors may also from time to time attend other committee meetings by invitation. The bank’s directors collectively attended 97% of all board and applicable committee meetings during fiscal 2024. All director nominees attended a minimum of 85% of total eligible board and committee meetings during fiscal 2024. Each director nominee’s attendance at board and applicable committee meetings during fiscal 2024 is set out in each of the “Director Nominee Profiles” in the “Director Nominees” section of this circular.

The table below shows board meeting and committee meeting attendance in fiscal 2024 of directors not standing for re-election at the meeting.

26   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

DIRECTOR COMPENSATION

Director compensation is structured to compensate directors for their time and effort overseeing the effective operation of the bank, and to align directors’ interests with those of shareholders. All of the bank’s directors devote considerable time to their duties, in light of the size and complexity of the bank and the intensity of regulatory oversight and scrutiny. The bank believes in a simple, easy to understand director compensation structure designed to attract and retain directors with the necessary skills and capabilities. Directors are compensated on an annual basis to cover all aspects of their workload and responsibilities as directors of the bank.

The board’s corporate governance committee is responsible for reviewing all aspects of director compensation to satisfy itself that director compensation remains appropriate within the market. The board determines the form and amount of director compensation based on the recommendation of the corporate governance committee.

ELEMENTS OF DIRECTOR COMPENSATION

The following table provides an outline of the different elements of director compensation for non-management directors for fiscal 2024. Mr. Masrani did not receive any compensation for serving as a director because he was compensated in his role as Group President and Chief Executive Officer of the bank.

​

(1)

Does not receive any committee or special meeting fees.

​

(2)

Includes compensation for serving on one committee.

​

(3)

Subject to board approval, directors may receive an equity award paid in the form of DSUs.

​

(4)

A minimum of 50% of committee chair fees are paid in DSUs.

​

(5)

Applies to directors who serve on more than one committee. Committee chairs are not paid an additional fee for serving on the corporate governance committee.

​

(6)

For each special (i.e., non-scheduled) meeting in excess of an aggregate of five special board or committee meetings attended during the fiscal year.

​

In addition to the fees listed above, certain directors are entitled to annual travel fees in recognition of time spent travelling to board and committee meetings, which are typically held at the bank’s head office in Toronto: $10,000 for directors with a principal residence in Québec, $20,000 for directors with a principal residence outside Ontario or Québec, and an additional $15,000 for any director for whom there are no direct flights departing near the location of their city of principal residence.

For acting as members of the audit committee of the bank’s Canadian federally-regulated financial institution subsidiaries and insurance subsidiaries, the audit committee chair annually receives an additional $5,000 and all other audit committee members annually receive an additional $2,500.

Under the bank’s Outside Director Share Plan, a non-employee director may elect to receive all or a portion of their annual cash fees in the form of cash, common shares and/or DSUs, in all cases paid quarterly. Common shares are valued using an average cost per common share on the TSX on the purchase date. DSUs are phantom share units that track the price of the common shares, receive additional DSUs when dividends are paid on common shares and have no voting rights. DSUs are valued using the closing price for common shares on the TSX on the trading day prior to the purchase date or grant date. DSUs vest immediately and may be redeemed in cash after the director leaves the service of the board.

The bank does not issue stock options as part of director compensation.

Following a review of director compensation in 2024, the corporate governance committee recommended, and the board approved, a change to director compensation arrangements for fiscal 2025. Directors with a primary residence in the U.S. will receive their director compensation in U.S. dollars and the SOR for these

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   27

directors will be based on U.S. dollars. This change supports the attraction and retention of U.S. directors with the necessary experience and capabilities to help execute on the bank’s strategy. A majority of the bank’s directors must be, and are, resident Canadians under the Bank Act, and will continue to receive their director compensation in Canadian dollars. The last time changes were made to director compensation was with respect to fiscal 2023.

DIRECTOR COMPENSATION TABLE

The following table summarizes compensation paid to non-employee directors during 2024.

​

(1)

Details of compensation received by Mr. Masrani, as Group President and Chief Executive Officer, for fiscal 2024 are provided in the “Summary Compensation Table” on page 66 of this circular. Mr. Masrani does not appear in this table as he was an employee-director after having been named Group President and Chief Executive Officer of the bank in fiscal 2015. Mr. Masrani did not receive any compensation for serving as director of the bank or on any bank subsidiary boards (TD Group US Holdings LLC, TD Bank US Holding Company, TD Bank, N.A., and TD Bank USA, N.A.).

​

(2)

The amounts reported in the “Special Meetings” column represent fees paid for special board and committee meetings, as well as the fees paid to members of the audit committee for acting as the committee of the bank’s Canadian federally-regulated financial institution subsidiaries and insurance subsidiaries.

​

(3)

Amounts reported in the “Total Annual Fees” column were received entirely in DSUs or common shares, instead of cash, except as follows:

​

​

(4)

DSUs awarded on December 12, 2024 relate to the period from November 1, 2024 to October 31, 2025. The grant date fair value is determined using the closing price for common shares on the TSX on the trading day prior to the grant date. The DSU awards reported are the most recently approved. The bank does not issue stock options as part of director compensation. Directors can elect to receive a portion of their retainer in the form of DSUs, which are notional units only and settled in cash after the director leaves the service of the board. Details on DSUs awarded on December 12, 2023 are available in the 2024 management proxy circular.

​

(5)

Beginning in fiscal 2025, directors whose primary residence is in the U.S. are paid their director compensation in U.S. dollars. The exchange rate used to convert the annual equity awards into Canadian dollars was the Bank of Canada’s US/CDN closing rate on the trading day prior to the date the awards were granted (C$1.4154 = US$1.00).

​

(6)

The amount reported in the “All Other Compensation” column represents the fees paid for serving as a board member of certain bank subsidiaries. Directors of TD Group US Holdings LLC were paid an annual fee of $70,000 in fiscal 2024. Compensation arrangements for directors of TD Bank US Holding Company, TD Bank, N.A., and TD Bank USA, N.A included the following in 2024 as applicable: an annual cash retainer of US$97,500; an annual equity award of US$110,000 granted on December 12, 2024; an additional committee membership fee for serving on two committees of US$12,500; risk and audit committee chair fees of US$42,000; interim U.S. Bank Secrecy Act (BSA)/AML committee chair fees of US$100,000 and committee member fees of US$50,000; and special meeting fees of US$1,500 per meeting in excess of five special meetings or eight meetings of any one

​

28   THE TORONTO-DOMINION BANK  PROXY CIRCULAR

committee. The exchange rate used to convert U.S. dollar compensation, excluding the annual equity award, to Canadian dollars was the WM/Reuters average month-end US/CDN closing exchange rate for the fiscal year (C$1.3590 = US$1.00). The exchange rate used to convert the annual equity awards into Canadian dollars was the Bank of Canada’s US/CDN closing rate on the trading day prior to the date the awards were granted (C$1.4154 = US$1.00).

(7)

The total director compensation paid in fiscal 2024, which is comprised of the amounts disclosed in the “Total Annual Fees” column and equity awarded on December 12, 2023, or in the case of Mr. Antoun on May 28, 2024, was $4,522,002.

​

(8)

Mr. Antoun was elected to the board on April 18, 2024 and his annual fees were pro-rated accordingly. Mr. Antoun received an equity award on May 28, 2024 of $75,834 in respect of fiscal 2024, and an equity award on December 12, 2024 of $130,000 in respect of fiscal 2025.

​

(9)

The amount reported in the “All Other Compensation” column represents the fees paid to Mr. Antoun, Ms. Brinkley, Mr. MacGibbon, and Ms. Winston for serving as a board member of the following bank subsidiaries: TD Group US Holdings LLC, TD Bank US Holding Company, TD Bank, N.A., and TD Bank USA, N.A.

​

(10)

Ms. Brinkley, Mr. Ferguson, Ms. Goggins, Ms. Maidment, and Mr. Mongeau are not standing for re-election at the annual meeting and their equity awards were pro-rated accordingly.

​

(11)

The amount reported in the “All Other Compensation” column represents the fees paid to Ms. Goggins for serving as a board member of the following bank subsidiaries: TD Bank US Holding Company, TD Bank, N.A., and TD Bank USA, N.A.

​

(12)

Mr. Kepler and Mr. Levitt did not stand for re-election at the annual meeting held on April 18, 2024 and their annual retainer fees were pro-rated accordingly.

​

(13)

The amount reported in the “All Other Compensation” column represents the fees paid to Ms. Maidment for serving as a board member of the bank’s subsidiary TD Group US Holdings LLC and associated duties, including attending certain meetings of the TD Bank US Holding Company board of directors and risk committee.

​

DIRECTOR SHARE OWNERSHIP REQUIREMENT

Under the bank’s director SOR, non-employee directors are expected to acquire common shares with a value equivalent to at least six times their annual cash retainer. DSUs are considered the equivalent of common shares for the purposes of the directors’ SOR.

Directors have five years from their first election or appointment date to meet the SOR. A minimum of 60% of the annual fees (excluding any equity grant) payable to a director must be received in the form of DSUs or common shares until the SOR has been achieved. Directors who are also officers of the bank are subject to separate share ownership requirements, as described in the “Additional Disclosure” section of this circular.

The SOR for non-employee directors are:

•

Board Chair: 6 × annual cash retainer (6 × $260,000 = $1,560,000)

​

•

Other directors: 6 × annual cash retainer (6 × $130,000 = $780,000)

​

Each of the bank’s current non-employee directors are in compliance with the SOR. Each director’s share ownership is set out in the “Director Nominees” section of this circular.

THE TORONTO-DOMINION BANK  PROXY CIRCULAR   29

SUSTAINABILITY AND CORPORATE CITIZENSHIP AT TD

The bank regularly reports on its goals and performance across a range of dimensions to its various stakeholders. The Annual Report focuses on financial performance. The Sustainability Report focuses on environmental, social, governance (ESG) topics that are important to TD because of the risks and/or opportunities they pose to the bank, our customers, our communities or our colleagues, and aligns with industry standards and frameworks. The TD Ready Commitment newsletters cover a number of the bank’s philanthropic activities and other forms of support for communities in 2024. These reports and newsletters are available on the bank’s website at www.td.com. You can learn more about highlights of the activities covered by these reports, other than the Annual Report, below.

TD’s approach to sustainability is guided by the bank’s purpose to enrich the lives of its customers, colleagues, and communities. For the bank, making progress on ESG issues is not just a risk to manage — it’s also a significant opportunity for growth.

Building on a Decade of Strong Sustainability Performance

•

2014 — TD issues the first green bond ($500M) from a Canadian commercial bank. TD Insurance signs the United Nations Principles for Sustainable Insurance.

​

•

2017 — TD announces a target of $100B by 2030 in low-carbon lending, financing, asset management and other programs to support the transition to a low-carbon economy.

​

•

2018 — Launch of the TD Ready Commitment, targeting $1B by 2030 towards community giving aligned to 12 United Nations Sustainable Development Goals.

​

•

2020 — TD announces a Climate Action Plan, which includes a goal to achieve net-zero greenhouse gas (GHG) emissions by 2050 in accordance with the Paris agreement, and a TD Securities ESG Solutions group.

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2021 — TD announces an interim target to achieve an absolute reduction in GHG emissions from its operations (Scope 1 and 2 GHG emissions) by 25% by 2025, relative to a 2019 baseline.

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2022 — TD announces 2030 interim targets for its Scope 3 financed emissions for the Energy and Power Generation sectors.

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2023 — TD announces its social framework, TD Pathways to Economic Inclusion, and a $500B Sustainable & Decarbonization Finance Target to support key environmental, decarbonization and social activities by 2030. The bank sets 2030 interim targets for its Scope 3 financed emissions for the Automotive Manufacturing and Aviation sectors.

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2024 — TD exceeds client engagement goal in Energy and Power sectors, and extends its goal to two additional sectors (Automotive Manufacturing and Aviation). The bank discloses new targets for its social framework, and announces a three-year Community Impact Plan to provide an estimated US$20 billion supporting lending, philanthropy, banking access and other activities for the benefit of diverse and underserved communities in the U.S.

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This Year’s Sustainability Performance Highlights

TD will release its 2024 Sustainability Report in March 2025 which will include information about its sustainability strategy and performance. Set out below is a summary of TD’s sustainability performance highlights.

Sustainable Finance

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On track with progress toward the bank’s Sustainable & Decarbonization Finance Target.

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Issued a US$500 million three-year green bond in December 2023 led by a syndicate of underwriters including minority-, women- and veteran-owned enterprises. This is the bank’s fifth sustainability-themed bond.

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Environment

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Within the upcoming 2024 Sustainability Report, disclosed results on the bank’s footprint and targets for its Scope 1 and 2 emissions and the Scope 3 financed emissions attributed to TD.

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Achieved the bank’s client engagement target, having engaged with clients who emit over 75% of the attributed financed emissions to TD in each of the Energy, Power Generation and combined Automotive Manufacturing and Aviation components of the Transport sector.

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Launched an Enterprise Transition Program, which is working to guide TD in implementing and evolving its business practices in line with low-carbon transition.

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Social

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Within the upcoming 2024 Sustainability Report, disclosed progress against the three pillars of its social framework, TD Pathways to Economic Inclusion.

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Welcomed the first and second cohorts of recipients of the TD Scholarship for Indigenous Peoples, administered by AFOA Canada.1

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Held an inaugural Housing Summit at Howard University in Washington, D.C. in April 2024 to discuss today’s affordable housing crisis and common needs, challenges, and viable, collaborative solutions.

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Sustainability Governance

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Started the transition from voluntary reporting to regulatory reporting following OSFI’s Guideline B-15 on Climate Risk Management (Guideline B-15), established internal governance structure to oversee TD’s progress toward Guideline B-15 compliance, and participated in OSFI’s Standardized Climate Scenario Exercise.

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Updated policy to clarify enhanced due diligence process to be followed where free, prior and informed consent (FPIC) considerations arise, and provided training across relevant lines of business to raise awareness on importance of FPIC considerations and TD’s policy changes.

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Recognized as “Best Corporate Sustainability Strategy: Bank” at the 2024 ESG Investing Awards.

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Board Engagement on Sustainability, Governance and Other Matters

The bank recognizes the importance of engagement of directors with shareholders and governance stakeholders on areas core to the board’s mandate and is committed to proactive, open and responsive communications with shareholders, stakeholders and other interested parties. In 2024, directors held over 50 engagement sessions with investors and other key stakeholders, including more than 30 institutional shareholders, to receive feedback on sustainability, AML, governance, compensation and other matters. Such engagement sessions included 25 meetings held by the Board Chair and the HRC Chair with institutional shareholders on sustainability matters, and 23 meetings held by the Board Chair and other directors with institutional investors and other stakeholders to discuss AML remediation in the last two calendar months of 2024. As part of these engagement sessions with shareholders and other stakeholders, directors received feedback and perspectives on topics including AML remediation, board renewal, executive compensation and CEO transition. On January 17, 2025, the bank issued a news release addressing these topics and subsequently engaged with shareholders for feedback. The response was largely positive, with shareholders appreciating the board renewal, executive compensation and accountability, and accelerated CEO transition. Additional information on how the bank has taken decisive action on each of these areas is included in the circular. For example, for information on comprehensive actions TD has taken to support AML remediation, refer to the Report of the Board of Directors starting on page 124; for information on board renewal, see the Director Nominees section starting at page 13; for information on executive accountability through compensation actions and on the accelerated CEO transition, see the Human Resources Committee Letter to shareholders starting on page 35 of the circular. The Board Chair and directors continue to engage with institutional investors on these matters. Additional detail on board engagement on sustainability matters is set out in the chart below and in the bank’s Sustainability Report.

1

For information on this program, see the TD Scholarship for Indigenous Peoples and AFOA Canada websites.

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(1)

For further information on Board Engagement on Sustainability matters, refer to TD’s Sustainability Report.

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Diversity as a Core Capability

The board recognizes and embraces the benefits of diversity in its membership as a competitive advantage, as it brings the necessary capabilities to support the work of the board. This year, women comprise 43% (6 of 14) of all director nominees. In addition, 57% (8 of 14) of all director nominees voluntarily self-identified as a visible minority, an Indigenous person, 2SLGBTQ2+, or a person with a disability. This includes 43% (6 of 14) who self-identified as a visible minority or an Indigenous person.

The bank also aspires to have a senior management team that has a range of capabilities, including an aspirational goal to reach 45% representation of women in roles titled vice president and above in Canada by 2025. When making senior management appointments, the bank considers all characteristics, skills and experiences that contribute to the candidate's capabilities. All appointments are made on a non-discriminatory basis, consistent with applicable laws. The bank invests significant resources in talent development initiatives to support the development and advancement of all of its employees. At October 31, 2024, women comprised 42.7% of all roles titled vice president and above in Canada and 38.5% of the bank’s SET

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members. All of the bank’s SET members speak fluent English and two speak fluent French. Other languages spoken by one or more of the bank’s SET members include Cantonese, Hindi, Korean, Russian and Spanish. Combined Black, Indigenous and minority representation in VP+ executive roles in Canada was 29.1%. All talent decisions are part of the bank’s talent management standards and policies, requiring decisions on talent development, promotions and appointments to be based on capability and hiring the most qualified talent into every role. Additional information about the bank’s progress to a workforce that has the skills and experiences necessary to deliver the bank’s strategy will be included in the bank’s 2024 Sustainability Report, scheduled for release in March 2025.(1)

Linking ESG Factors in Executive Compensation

The bank incorporates a number of ESG factors into the key metrics used to help determine the variable compensation pool for the SET. These ESG metrics supplement customer experience metrics, and are related to the bank’s overall sustainability strategy, including goals related to climate change; diversity, equity and inclusion; and employee engagement. For fiscal 2024, in recognition of the importance and collective accountability to make progress on sustainability priorities, the bank extended the consideration of ESG metrics to all SVPs and above who participate in the ECP. Additional information about these ESG metrics, results and associated impact on variable compensation awards for members of the SET begins on page 58 of this circular.

Equitable Pay

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For further information on Equitable Pay, refer to the “Approach to Employee Total Rewards” section of this circular.

(1)

Board and executive officer gender diversity information included here and elsewhere in the management proxy circular addresses mandatory disclosure requirements under National Instrument 58-101 and Form 58-101F1 established under applicable securities laws.

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HUMAN RESOURCES COMMITTEE
LETTER TO SHAREHOLDERS

Dear Shareholder,

On behalf of the board of directors, as part of its mandate, the human resources committee (referred to in this letter as “HRC” or the “committee”) oversees both the bank’s senior executive succession planning process and the bank’s approach to executive compensation, including the compensation of the Chief Executive Officer (CEO) and the members of the Senior Executive Team (SET), all of whom participate in the Executive Compensation Plan (ECP).

The most important work of the committee this past year was the recommendation to the board on the bank’s new CEO, which was a culmination of a multi-year process. The incoming CEO was selected after a robust process, supported by external consultants, that considered a variety of candidates, focusing on the skills and experiences required to lead the bank into the future. The new CEO’s leadership emphasizes transparency, accountability and alignment of the bank’s transformation goals and day-to-day operations. Mr. Raymond Chun assumed the role following a challenging year for the bank. The HRC has overseen the transition process with an eye toward rebuilding investor confidence and advancing operational excellence.

The committee also responded to the bank’s U.S anti-money laundering (AML) failures with a clear focus on accountability and leadership renewal. This was most significantly reflected in the actions arising from the review undertaken of the individuals with front-line or leadership accountability for the U.S. AML program failures, as well as consideration of senior leadership responsibility, including the CEO, for the bank’s performance.

PAST YEAR HIGHLIGHTS AND ACTIONS TAKEN

CEO SUCCESSION

The committee provides oversight of succession planning, including the review and approval of the succession plans for senior officer positions and heads of control functions. As part of this responsibility, the committee reviews the development plans of the SET and reviews and confirms, at least annually, the organizational structure of the senior management positions of the bank. In addition, the committee is assigned the responsibility to conduct ongoing reviews of the CEO succession plan and recommends such plan to the board for approval.

The HRC, on behalf of the board, led a lengthy and robust CEO succession process, which included the identification and evaluation of several candidates and consultation with independent external advisors, which culminated in the bank’s selection of Mr. Chun as Group President and CEO. The committee also determined an appropriate transition period, during which time Mr. Chun would serve as Chief Operating Officer (COO) of the bank. Throughout the process, the committee worked closely with external advisors, who provided insights and input, including:

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The detailed CEO succession planning process took place over a period of several years to identify, assess, and support the development of a number of internal candidates. Candidates were continually re-assessed against the CEO profile, ensuring the successful candidate has the necessary capabilities to successfully lead the bank in the context of its current and future needs. All directors had access to the bank’s consultants and were engaged throughout the process. At the conclusion of the process, the board made the unanimous decision to appoint Mr. Chun as Group President and CEO, effective April 10, 2025, on the retirement of Mr. Bharat Masrani. At the time of the decision, the global resolution of the investigation into the bank’s U.S. AML program was not complete. With the global resolution now final, and after a number of months of

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transition preparation, the board concluded, upon the recommendation of the HRC, that Mr. Chun’s effective date as CEO would be accelerated to February 1, 2025.

The expectations of a CEO leading a financial institution have evolved over time, and Mr. Chun is the right CEO to lead TD through the next phase. Under Mr. Chun’s leadership, and an experienced SET, whose skills and experiences complement one another, the bank is delivering the necessary change focused on regulatory compliance, customer-centricity and operational excellence.

AML CONSIDERATIONS

While progress was made on a number of strategic initiatives and objectives in 2024, the AML investigations and their resolution had a significant impact on the bank. When determining compensation for this year, with the assistance of research, analysis and advice from independent external advisors, the HRC and the board carefully considered the impact of the AML matter, including the penalties paid by the bank, the conditions imposed by regulators, and feedback received during shareholder engagement activities. Accountability reviews were undertaken to identify and assess individuals accountable for the U.S. AML failures and determine appropriate performance management and compensation outcomes. The accountability review assessed individuals across all three lines of defense (front line, control functions and internal audit). Rigorous governance routines and calibration processes were followed to support individual accountability assessments and impacts. A range of outcomes were considered as part of the accountability review, including reductions in variable compensation, termination of employment, impacts to performance ratings, and forfeiture or clawback of variable compensation. Consideration of the leadership accountability for current and past members of the SET was also carefully assessed as part of the review. In making the final decisions, the committee balanced the need to attract and retain key employees to drive the continued remediation activities, against the bank’s long-term strategies, business priorities, and other financial and reputational and risk factors.

Key actions taken and outcomes include:

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As previously announced, new leadership was appointed for the global and U.S. AML teams with the necessary expertise in law enforcement and AML remediation from other large financial institutions, to enhance the bank’s Bank Secrecy Act (BSA)/AML program and guide this critical work. Over 40 new executives and 700 highly skilled AML professionals have been hired to strengthen the bank’s risk and compliance capabilities;

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The departure of 22 individuals identified through the accountability reviews;

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Although the executive team members that remain with the bank are and were not directly accountable or responsible for the AML teams, SET members’ compensation was reduced to align with the Bank’s performance; and

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Executive compensation was adjusted to reflect the seriousness of the AML failures, the associated costs to the bank, and the limitations imposed on the U.S. retail business. In total, 41 executives, many who are no longer with the bank, received reductions to their variable compensation, totaling $30,000,000 during 2023 and 2024, including those with leadership responsibility for front line operations, control functions, and internal audit, as well as the former CEO and the SET.

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The committee made a number of compensation determinations for the Named Executive Officers (NEOs) and current and former members of the SET:

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No cash incentive award and no equity compensation for Mr. Masrani, given the AML outcomes occurred during his tenure as CEO. Total reduction was $13,500,000, which is in addition to the reduction of $1,000,000 made in 2023;

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Reduced variable compensation by 35% for Mr. Salom as the Group Head, US Retail and President and CEO, TD Bank America’s Most Convenient Bank® (AMCB), with total reduction of US$1,487,500; and

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Approved a business performance factor (BPF) of 75%, which included the determination that in light of the AML outcome, and the bank’s overall financial performance, variable compensation for 2024 would be reduced by at least 25% for all other members of the SET. The BPF affects all elements of variable compensation awarded to SET, including annual cash incentive, Performance Share Units (PSUs), and stock options awarded in respect of the year.

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The committee also evaluated the impact of the bank’s performance on outstanding equity awards. The value of PSUs awarded in 2021, maturing in December 2024, was impacted by the share price performance

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of the bank and had been reduced 20% based on the performance of the bank relative to peers. The absolute and relative share price performance of the bank has impacted the value of all stock options and PSUs outstanding. As of October 31, 2024, the realizable value of deferred compensation awarded to the Mr. Masrani from 2021 to 2023 declined by 50% ($15,355,000) from the values originally awarded.

Over several months, the committee deliberated the decisions with respect to clawbacks of prior years’ compensation awards for relevant individuals, including senior management responsible for the AML program and the former CEO. With the assistance of external human resources and legal consultants, the committee reviewed and considered:

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The findings of fact in the consent orders and agreements, which identified select individuals with knowledge and direct accountability for the AML program;

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Whether the relevant individuals acted with integrity, consistent with the bank’s risk appetite and TD’s Code of Conduct and Ethics, or breached the terms of employment or post-employment agreements with TD;

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The individual’s cooperation and conduct in respect of the regulatory investigations once the AML deficiencies were identified and the urgency and tone set with respect to remediation;

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The proximity of the individuals to the issues identified, the context at the time and whether there were opportunities to address deficiencies at that time;

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The terms of the bank’s incentive and equity programs and the legal basis required to support a clawback of incentive compensation;

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The financial cost, time and uncertainty associated with legal proceedings necessary to implement clawbacks; and

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The strategic cost of human capital and the associated impact on the bank’s talent strategies.

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With careful review and consideration, including the key actions and outcomes noted above, the committee concluded that on balance the factors weighed against pursuing clawbacks, with respect to each of the relevant individuals.

With respect to Mr. Masrani specifically, based on his conduct and integrity throughout the investigations, his transparency with board members, his commitment to the remediation, his proximity to and lack of direct knowledge of the AML deficiencies, his overall performance during his tenure, and the other considerations noted above, the board concluded that the current compensation adjustments reflect the necessary accountability required and there would be no clawback of prior awards.

LEADERSHIP CONTINUITY AND REMEDIATION EFFORTS

In addition to overseeing the results of the accountability review, the committee regularly reviewed the human resources-related elements of the bank’s remediation program and the critical resources necessary to execute on remediation, including:

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The overhaul of the AML program leadership and talent, including key executive hires, decision-making authorities and organization structures; and

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The development of targeted compensation programs to support the retention of critical resources and talent to achieve remediation milestones and other key strategic outcomes.

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In making the final compensation decision for Mr. Salom, the committee considered the critical role that Mr. Salom will continue to play in the remediation of the bank’s U.S. AML program. As a result, the committee approved a one-time Restricted Share Unit (RSU) award of US$2,000,000 for Mr. Salom, to be granted in 2025. Vesting of the award is subject to meeting AML remediation conditions and milestones.

EXECUTIVE COMPENSATION

During the course of the year, the committee considered a number of factors when determining compensation for the CEO, NEOs, and other SET members, including the performance of the business metrics included in the ECP funding framework, the impact of the U.S. AML resolution on the bank and its performance. These factors were balanced against the engagement and retention of colleagues critical to the long-term success of the bank as it addresses regulatory concerns. The Board Chair and the chair of the HRC reached out to a number of shareholders regarding these issues and challenges to take their feedback into consideration while making these decisions.

The compensation for the CEO, NEOs and other SET members is determined under the ECP funding framework, which remained unchanged from prior years and generates the funding pool available to award variable compensation. The diagram below provides a summary of the outcome of the bank’s performance in 2024 against the key measures and performance targets incorporated in the framework. Further details on each of the measures and targets can be found starting on page 48.

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Under the design of the ECP, the committee has the ability to reduce the BPF due to non-compliance with the risk appetite, or other items adversely affecting the performance of the bank by applying negative discretion to the pool funding. The committee determined that all SET members would have a reduction in variable compensation of no less than 25% from target (i.e. a BPF of 75%), which equated to a discretionary negative adjustment of 24.8%, to recognize the overall performance of the bank, including the out of risk appetite performance. The discretionary reduction was made after a holistic consideration of relevant factors, including the impact on the current and future performance of the bank, and to align senior executive compensation more closely to the interests of shareholders.

CEO COMPENSATION

Mr. Masrani retired from his position as Group President and Chief Executive Officer effective February 1, 2025. Mr. Chun was appointed Group President and Chief Executive Officer effective that date.

When determining the compensation for the CEO in respect of fiscal 2024, the committee considered the impact of the AML matter that occurred during Mr. Masrani’s tenure as CEO. Notwithstanding the progress made on various strategic initiatives, the overall performance of the bank, the importance of an effective CEO transition, and the efforts to implement the bank’s critical AML remediation program, the committee recommended to the board, and the board approved, no cash or equity incentive awarded in respect of fiscal 2024. This resulted in Mr. Masrani’s 2024 total direct compensation being reduced by 89% from $13,271,000 in 2023 to $1,500,000 in 2024. This is in addition to the $1,000,000 reduction made in 2023.

As noted above, the committee also evaluated the impact of the bank’s performance on outstanding equity awards. As of October 31, 2024, the realizable value of deferred compensation awarded to the Mr. Masrani from 2021 to 2023 declined by 50% ($15,355,000) from the values originally awarded.

Mr. Chun assumed the role of COO on November 1, 2024, and the committee approved a total direct compensation target of $9,500,000 for the role. Mr. Chun’s total direct compensation target was increased to an annual rate of $12,000,000 when he assumed the role of Group President and CEO on February 1, 2025. His final 2024 total direct compensation target, reflecting the portion of year as COO and the portion of the year as Group President and CEO is $11,375,000.

LOOKING FORWARD

TD is advancing through a period of transformation, progress and change, by holding individuals accountable, strengthening confidence, enhancing transparency, and renewing governance. Under refreshed leadership and with a clear plan of action, the bank is focused on remediating challenges, driving meaningful reforms and building a stronger foundation for sustainable success.

We are committed to addressing the failures of our U.S. AML program and rebuilding investor confidence through a robust risk and control environment, supported by comprehensive efforts in AML compliance, organizational accountability and enhanced governance. This is our top priority and we have initiated a multi-faceted effort to strengthen the AML, culture and risk and control frameworks we need — for today and for the future.

The board remains committed to overseeing the remediation activities, supporting an effective CEO transition and sustaining these efforts through continuous improvement and a culture of ownership and transparency. The bank remains confident in the earnings growth potential of its Canadian Personal & Commercial Banking, Wealth Management & Insurance and Wholesale Banking segments. While the bank expects that U.S. remediation and balance sheet restructuring activities will impact the U.S. Retail segment, the bank remains committed to the U.S. market and we are confident in the strength of the U.S. franchise. We recognize the

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capital investments required to implement the necessary risk and control infrastructure to support the size and complexity of the bank will require focus on internal goals and objectives. As a result, in 2025 the BPF will continue to be determined primarily on internal measures, and relative performance will be temporarily paused when determining the BPF under the ECP. This temporary change to ECP does not impact the relative return on tangible common equity (ROTCE) metric in the ECP, or the relative total shareholder return (TSR) performance measure for PSUs. We are undertaking a comprehensive review of the ECP to ensure the program is fit for the current and future environment.

The committee will continue to hold senior management accountable for ensuring a timely and effective completion of all remediation activities and monitor progress on aligning the bank’s transformation with strategic goals.

SHAREHOLDER ENGAGEMENT

Each year, the Board Chair and the chair of the HRC proactively meet with a number of the bank’s largest institutional investors to provide an opportunity to discuss the bank’s approach to compensation and other sustainability, ESG and governance matters, as appropriate. During 2024, the Board Chair and other directors held over 50 engagement sessions with key stakeholders, including 25 meetings held by the Board Chair and the chair of the HRC with institutional investors. Our directors and executives are continuing active engagement with our shareholders in 2025. We value the feedback received through this process and consider it and other feedback received when we review our approach to compensation and our disclosure in respect thereof. We continue to welcome your feedback on the bank’s approach to compensation and invite you to email us c/o TD Shareholder Relations at tdshinfo@td.com should you have any questions. Emails from shareholders that are addressed to the Board Chair and express an interest to communicate directly with the independent directors on this topic will be provided to us.