TD Bank Group Management Proxy Circular Now Available

TORONTO, Feb. 23, 2012 /CNW/ - TD Bank Group (TD) 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, in part, detailed descriptions of TD's approach to executive compensation, including the 2011 compensation of Ed Clark, Group President and Chief Executive Officer, TD.

The Board, on a recommendation from the Human Resources Committee, set Mr. Clark's total direct compensation for 2011 at $11.275 million, the same as in 2010. Given TD's record 2011 results and the committee's high assessment of the CEO's individual performance, Mr. Clark's total direct compensation would have risen 6 per cent under plan formulas, however, the committee considered the current economic outlook and external environment in maintaining compensation at 2010 levels.

"TD had a record year in 2011, despite the challenging macroeconomic environment," said Brian Levitt, TD's Chairman of the Board and member of the Human Resources Committee. "Thanks to the leadership of the management team, our full-year adjusted earnings per share rose 18 per cent. These results validate the bank's strategy of focusing on high-quality, reliable retail earnings and best-in-class service."

During 2011, TD delivered record adjusted earnings, eclipsing the $6 billion mark for the first time. These earnings were anchored by very strong results from its North American retail businesses, record profits from its Wealth Management and Insurance businesses and a strong performance from its Wholesale business, despite challenging markets. The bank's performance also exceeded North American peers on several key financial measures, and customer satisfaction increased during the year. TD continued to build on its strong employment brand as it was named one of Aon Hewitt's 50 Best Employers in Canada for the fourth year in a row.

The past year also marked a time of strategic growth for TD, which continued to increase its scale by opening new branches and stores in Canada and the U.S. The bank also completed its acquisition of Chrysler Financial to build out TD Auto Finance and acquired substantially all of MBNA Canada's credit card portfolio, broadening the reach of its card business. TD's commitment to delivering legendary customer experiences was again recognized with numerous awards, including TD Canada Trust being named highest in customer satisfaction among the big five Canadian banks by J.D. Power & Associates for the sixth year in a row.

"While we expect the economic conditions in the markets in which the bank operates to remain challenging, the board has the utmost confidence that TD's management will continue to deliver shareholder value and enhance the bank's financial position and its prospects," added Mr. Levitt.

The circular also 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, amendments to the 2000 Stock Incentive Plan, 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 March 29, 2012, at the Glenn Gould Studio in Toronto, simulcast live by video conference to a satellite location at the Grand Hyatt New York in New York City, New York.

About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (TD). TD is the sixth largest bank in North America by branches and serves approximately 20.5 million customers in four key businesses operating in a number of locations in key financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; Wealth and Insurance, including TD Waterhouse, an investment in TD Ameritrade, and TD Insurance; U.S. Personal and Commercial Banking, including TD Bank, America's Most Convenient Bank, and TD Auto Finance U.S.; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with more than 7.5 million online customers. TD had CDN$733 billion in assets on October 31, 2011.The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.


SOURCE TD Bank Group

For further information:

Maria Saros Leung, Media Relations, 416-983-4093 maria.leung@td.com, Stephen Knight, Media Relations, 416-983-5804 stephen.knight@td.com


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