TD Bank Group Management Proxy Circular Now Available

TORONTO, Feb. 23, 2016 /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 an advisory vote by shareholders on the approach to executive compensation disclosed in the management proxy circular. The meeting will be held on March 31, 2016, at Fairmont The Queen Elizabeth in Montreal, Quebec.

The management proxy circular also contains, among other items, a detailed description of TD's approach to executive compensation, including the fiscal 2015 compensation of Bharat Masrani, Group President and Chief Executive Officer.

The Board of Directors, on the recommendation of its Human Resources Committee, set Mr. Masrani's total direct compensation for fiscal 2015 at $9 million, which was equal to his target compensation for the year. This represented an increase of 10% from compensation awarded to Mr. Masrani for fiscal 2014, which was driven largely by an increase in target compensation associated with Mr. Masrani assuming the role of Group President and Chief Executive Officer on November 1, 2014. 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.

"TD delivered strong financial performance in 2015, generating total adjusted earnings of $8.8 billion, an 8% increase over last year, reflecting great contributions from all of our businesses," said Brian Levitt, TD's Chairman of the Board and member of the Human Resources Committee. "The Bank achieved record earnings and grew within our risk appetite.  We are proud that TD was one of only two Canadian banks to achieve positive Total Shareholder Returns in fiscal 2015."

"We were honoured that several TD businesses were recognized as industry leaders in service and convenience," added Mr. Levitt.  TD was also named one of the World's Most Admired Companies for 2015 by Fortune Magazine and recognized on the Dow Jones Sustainability World Index list, the benchmark for global leaders in economic, environmental and social responsibility.

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 24 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 10.2 million active online and mobile customers. TD had CDN$1.1 trillion in assets on October 31, 2015. 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 2015 Management's Discussion & Analysis.

SOURCE TD Bank Group

For further information: Ali Duncan Martin, Corporate and Public Affairs, TD Bank Group, Ali.DuncanMartin@td.com, 416-983-4412

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