TD Bank Group Management Proxy Circular Now Available

TORONTO, Feb. 23, 2017 /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. Information regarding an advisory vote by shareholders on the approach to executive compensation is also disclosed in the management proxy circular. The meeting will be held on March 30, 2017, at the Design Exchange in Toronto, Ontario.

The management proxy circular also contains, among other items, a detailed description of TD's approach to executive compensation, including the fiscal 2016 compensation of Bharat Masrani, Group President and Chief Executive Officer.

"TD's 2016 financial performance and overall earnings growth demonstrate the strength of our diverse business mix, organic growth strategy and the investments the Bank made to become a more productive and customer-focused organization," said Brian Levitt, TD's Chairman of the Board and member of the Human Resources Committee. "TD delivered increased reported earnings for the seventh consecutive year and increased dividends for the sixth within our risk appetite. At the same time, TD maintained focus on the medium to long term with substantial investments in technology, including continued enhancements to mobile and digital capabilities to continue to deliver a differentiated customer experience."

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 25 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 11 million active online and mobile customers. TD had CDN$1.2 trillion in assets on October 31, 2016. 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 2016 Management's Discussion & Analysis.

SOURCE TD Bank Group

For further information: Alison Ford, Corporate and Public Affairs, TD Bank Group, alison.ford@td.com, 416-982-5401

RELATED LINKS
http://www.td.com

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