TD Bank Group Management Proxy Circular Now Available

TORONTO, Feb. 19, 2015 /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 TD's auditor, 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 26, 2015, at the Metro Toronto Convention Centre in Toronto.

The circular also contains, among other items, a detailed description of TD's approach to executive compensation, including the fiscal 2014 compensation of Ed Clark, Group President and Chief Executive Officer, TD until his retirement on October 31, 2014, the last day of TD's 2014 fiscal year. TD welcomed Bharat Masrani to the role of Group President and Chief Executive Officer on November 1, 2014.

The Board, on a recommendation from its Human Resources Committee, set Mr. Clark's total direct compensation for fiscal 2014 at $11.3 million, a 10% increase from 2013. 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 2014, TD had a strong year despite a challenging operating environment, delivering total adjusted earnings of $8.1 billion," said Brian Levitt, TD's Chairman of the Board and member of the Human Resources Committee. "This represents strong financial contributions from all businesses with 90% of earnings generated by the Bank's retail businesses."

Full year adjusted earnings were driven by strong financial contributions from all business lines. The Canadian Retail segment achieved record adjusted earnings, was again recognized as an industry leader in customer service, and welcomed approximately 540,000 new Aeroplan credit card customers to TD. The Wholesale Banking segment had a very strong year with a 25% increase in year-over-year net income. The U.S. Retail segment delivered good overall performance, driven partly by organic growth and the positive effect of recent acquisitions, despite a challenging operating environment.

TD's Total Shareholder Return, including share price appreciation and reinvestment of dividends paid, of 20.1%, exceeded the Canadian and North American peer bank average. The Bank also exceeded its Customer Experience Index target and continued to advance mobile banking capabilities that offer customers more ways to bank whenever and wherever they want. In addition, TD received multiple awards recognizing its unique and inclusive culture in Canada and the U.S., and was named to the Dow Jones Sustainability World Index for its commitment to corporate responsibility.

"The Board is pleased with TD's 2014 performance and has full confidence in the ability of Bharat, the TD management team and employees to deliver for our stakeholders in fiscal 2015," 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 more than 23 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 (Canada), TD Direct Investing, and TD Insurance; U.S. Retail, including TD Bank, America's Most Convenient Bank, TD Auto Finance U.S., TD Wealth (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 9.4 million active online and mobile customers. TD had CDN$945 billion in assets on October 31, 2014. 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 "reported" results. TD also utilizes non-GAAP financial measures to arrive at "adjusted" results to assess each of its businesses and to measure TD's overall performance. To arrive at adjusted results, TD removes "items of note", net of income taxes, from reported results. The items of note relate to items which management does not believe are 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, adjusted earnings, items of note and related terms are not defined terms under IFRS 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 2014 Management's Discussion & Analysis.

SOURCE TD Bank Group

For further information: Crystal Jongeward, Corporate and Public Affairs, TD Bank Group, 416-308-1746; Crystal.Jongeward@td.com

RELATED LINKS
http://www.tdbank.ca

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