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TD Bank Group Management Proxy Circular Now Available

February 20, 2014



TORONTO, Feb. 20, 2014 /CNW/ - TD Bank Group ("TD" or the "Bank") today announced that it has mailed its Notice of Annual Meeting of Common Shareholders and Management Proxy Circular to common shareholders of The Toronto-Dominion Bank. The document is also available online at www.td.com/investor/proxy.jsp.

The management proxy circular contains information for shareholders regarding TD's annual meeting, including exercising voting rights on the election of TD's Board of Directors, the appointment of the auditor, a by-law amendment, and shareholder proposals. It also includes information regarding a non-binding, advisory vote by shareholders on TD's approach to executive compensation disclosed in the circular. The meeting will be held on April 3, 2014, at the Hyatt Regency in Calgary.

The circular also contains, among other items, detailed descriptions of TD's approach to executive compensation, including the 2013 compensation of Ed Clark, Group President and Chief Executive Officer, TD.

The Board, on a recommendation from its Human Resources Committee, set Mr. Clark's total direct compensation for 2013 at $10.3 million, a 4 per cent decrease from 2012. In making this decision, the committee considered a number of factors, including TD's performance against financial and non-financial objectives as well as performance relative to peer organizations.

"In a challenging operating environment, TD delivered a strong performance in 2013," said Brian Levitt, TD's Chairman of the Board and member of the Human Resources Committee. "The Bank's full-year adjusted earnings exceeded $7 billion and we announced a stock dividend of one common share per each issued and outstanding common share, which reflects the substantial appreciation of our share price over the last decade. Total bank earnings were impacted by challenges in the insurance business where significant charges were incurred associated with severe weather related events and increased general insurance claims."

TD's 2013 earnings were driven by strong results in its North American retail and wealth businesses, and TD continues to be recognized as a leader in customer satisfaction.  For the eighth consecutive year, TD Canada Trust received the highest ranking in customer satisfaction among the Top Five banks by the J.D. Power 2013 Canadian Retail Banking Customer Satisfaction StudySM. In the U.S., TD Bank, America's Most Convenient Bank, was recognized by J.D. Power as a leader in retail banking in Florida, and in small business banking customer satisfaction in the Northeast.

"In 2013 we were proud to achieve a terrific milestone in our North American success story: TD Bank, America's Most Convenient Bank, delivered $1.6 billion in adjusted earnings, despite a challenging operating environment," said Mr. Levitt.

TD continued its strategic growth in 2013, completing the acquisition of Epoch Holding Corporation and its wholly-owned subsidiary Epoch Investment Partners, Inc., completing the acquisition of substantially all of Target Corporation's existing U.S. Visa and private label credit card portfolio and becoming the exclusive issuer of Target-branded Visa and private label consumer credit cards to Target's U.S. customers, and completing the negotiation of transactions with Aimia Inc. and Canadian Imperial Bank of Commerce ("CIBC") under which TD became the primary issuer of credit cards for Aeroplan, and acquired approximately 50% of CIBC's existing Aeroplan credit card portfolio.

"The Board is pleased with TD's 2013 performance, and we are confident in our ability to succeed in 2014 and beyond as we continue to strategically invest in our businesses while managing expense growth," said Mr. Levitt.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or "the Bank"). TD is the sixth largest bank in North America by branches and serves over 22 million customers in three key businesses operating in a number of locations in financial centres around the globe: Canadian Retail, including TD Canada Trust, TD Auto Finance Canada, TD Wealth, TD Direct Investing, and TD Insurance; U.S. Retail, including TD Bank, America's Most Convenient Bank, TD Auto Finance U.S., and an investment in TD Ameritrade; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with approximately 8 million active online and mobile customers. TD had CDN$862.0 billion in assets on October 31, 2013. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

Note on "adjusted" results and non-GAAP financial measures

TD prepares its consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS"), the current generally accepted accounting principles ("GAAP"), and refers to results prepared in accordance with IFRS as the "reported" results. TD also utilizes non-GAAP financial measures referred to as "adjusted" results (i.e., reported results excluding "items of note", net of income taxes) to assess each of its businesses and measure TD's overall performance. The items of note relate to items which management does not believe are or would be indicative of underlying business performance. TD believes that adjusted results provide the reader with a better understanding of how management views the bank's performance. Adjusted results and adjusted earnings are not defined terms under GAAP and, therefore, may not be comparable to similar terms used by other issuers. For more information of a general nature, see "How the Bank Reports" in the Bank's 2013 Management's Discussion & Analysis.

SOURCE TD Bank Group


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