Wednesday, June 29 2022

TORONTO, January 7, 2022 / CNW / – The Toronto-Dominion Bank (TD) (TSX: TD) today announced that the Toronto Stock Exchange (TSX) and the Office of the Superintendent of Financial Institutions Canada (OSFI) have approved the takeover bid in the normal course of TD previously announced. As previously announced, TD intends to launch a new normal course issuer bid to purchase for cancellation up to 50 million of its common shares. The new normal course buyback offer will begin on January 11, 2022 and finish the January 10, 2023, on an earlier date as TD may determine or on an earlier date on which TD may complete its Purchases in accordance with the Notice of Intent filed with TSX.

The maximum number of shares that may be repurchased for cancellation under the offer represents approximately 2.7% of the 1,824,672,626 common shares issued and outstanding at the December 31, 2021. Under TSX rules, TD has the right to redeem, on each trading day, up to 1,237,592 common shares (excluding purchases made under the purchase exception. block), or 25% of the average daily trading volume of 4,950,370 ordinary shares during the six calendar months before the start of the tender.

Redemptions will be made through the facilities of the TSX as well as through other designated exchanges and alternative trading systems in Canada in accordance with applicable regulatory requirements. The price paid for such redeemed shares will be the market price for such shares at the time of acquisition or any other price authorized by the TSX. All redeemed shares will be canceled.

The number of Shares and the timing of any redemptions under this Offer will be determined by TD. Prior to commencing any purchases under the Offer, TD intends to establish an automatic stock purchase plan under which its broker, TD Securities, will repurchase TD Shares pursuant to the Offer. public buyback in the normal course of business according to a defined set of criteria.

Like a October 31, 2021, the Bank’s Common Equity Tier 1, Tier 1 and Total Capital ratios were 15.19%, 16.45% and 19.12% respectively.

Caution regarding forward-looking statements

From time to time, the Bank (as defined in this document) makes forward-looking statements, whether written and / or oral, including in this document, in other documents filed with Canadian regulators or with the Securities and United States (US) Exchange Commission (SEC). , and in other communications. In addition, representatives of the Bank may make forward-looking statements orally to analysts, investors, the media and others. All such statements are made in accordance with the “safe harbor” provisions and are deemed to be forward-looking statements under applicable Canadian and United States securities laws, including the United States Private Securities Litigation Reform Act of 1995. forward-looking statements include: but not limited to, the statements made in this document, the management report (“2021 MD&A”) in the 2021 annual report of the Bank under the headings “Economic summary and outlook” and “Response from Bank to COVID-19 ”, under“ Top Priorities for 2022 ”and“ Operating Environment and Outlook ”for the Retail Banking in Canada, the United States and Wholesale Banking sectors, and under the heading “Focus for 2022” for the Enterprise sector, and in other statements concerning the Bank’s objectives and priorities for 2022 and beyond and the strategies to achieve them, the regulatory environment in which the Bank operates, the anticipated financial performance of the Bank and the economic, financial and other potential impacts of the 2019 coronavirus disease (COVID-19). Forward-looking statements are generally identified by words such as “will”, “would”, “should”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, ” plan “,” goal “,” target “,” can “and” could “.

By their very nature, these forward-looking statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, general and specific. Particularly in light of the uncertainty associated with the physical, financial, economic, political and regulatory environments, these risks and uncertainties – many of which are beyond the Bank’s control and the effects of which may be difficult to predict – may lead to real results. differ materially from the expectations expressed in forward-looking statements. Risk factors that could cause, individually or collectively, such differences include: strategic, credit, market (including stocks, commodities, foreign exchange, interest rates and credit spreads), operational (including technology, cybersecurity and infrastructure), model, insurance, liquidity, capital adequacy, legal, regulatory, reputational, environmental and social compliance and conduct, and other risks. Examples of these risk factors include the economic, financial and other impacts of pandemics, including the COVID-19 pandemic; general commercial and economic conditions in the regions in which the Bank operates; geopolitical risk; the Bank’s ability to implement long-term strategies and short-term key strategic priorities, including the successful completion of acquisitions and divestitures, business continuity plans and strategic plans; technology and cybersecurity risks (including cyber attacks or data breaches) on information technology, the Internet, network access or other communications systems or services voice or data; model risk; fraudulent activity; non-compliance by third parties with their obligations towards the Bank or its affiliated companies, including with regard to the protection and control of information, and other risks arising from the use by the Bank of third-party service providers ; the impact of new laws and regulations, changes or the application of applicable laws and regulations, including, without limitation, tax laws, capital guidelines and liquidity regulatory guidelines and the “bail-in” regime of bank recapitalization; regulatory oversight and risk of non-compliance; increased competition from incumbent operators and new entrants (including fintechs and major technological competitors); changing consumer attitudes and disruptive technologies; exposure related to material litigation and regulatory matters; the Bank’s ability to attract, develop and retain key talent; changes in the Bank’s credit ratings; currency and interest rate changes (including the possibility of negative interest rates); increasing funding costs and market volatility due to market illiquidity and competition for funding; the transition risk of the offered interbank rate (IBOR); critical accounting estimates and changes in accounting standards, policies and methods used by the Bank; existing and potential international debt crises; environmental and social risks (including climate change); and the occurrence of natural and unnatural catastrophic events and claims resulting from such events. The Bank cautions that the foregoing list is not exhaustive of all possible risk factors and that other factors could also adversely affect the results of the Bank. For more detailed information, please refer to the “Risk factors and management” section of the 2021 MD&A, which may be updated in subsequent quarterly reports filed with shareholders and related press releases (if applicable). to any event or transaction discussed under the heading “” Significant Acquisitions “or” Significant and Subsequent Events and Pending Acquisitions “in the relevant MD&A, the applicable press releases of which can be viewed at All of these factors, as well as other uncertainties and potential events, and the uncertainty inherent in forward-looking statements, should be carefully considered in making decisions about the Bank. The Bank cautions readers not to place undue reliance on the Bank’s forward-looking statements.

The significant economic assumptions underlying the forward-looking statements contained in this document are set out in the 2021 MD&A under the headings “Summary and economic outlook” and “Bank response to COVID-19”, under the headings “Main priorities for 2022 ”and“ Operating environment and outlook ”for the retail banking sectors in Canada, the United States and wholesale, and under the heading“ Target for 2022 ”for the corporate sector, each of which can be updated in quarterly reports subsequently filed with shareholders.

All forward-looking statements contained in this document represent the views of management only as of the date hereof and are presented for the purpose of helping the shareholders and analysts of the Bank to understand the financial position, objectives and objectives. priorities of the Bank as well as the expected financial performance on and for the periods ended on the dates presented and may not be suitable for other purposes. The Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Bank, except as required by applicable securities legislation.

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 fifth largest bank in North America in terms of assets and serves more than 26 million customers in three key companies operating in a number of locations in financial centers around the world: Canadian Retail, including TD Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing and TD Insurance; US Retail, including TD Bank, America’s Most Convenient Bank®, TD Auto Finance US, TD Wealth (US) and an investment in The Charles Schwab Corporation; and Wholesale Banking Services, including TD Securities. TD is also one of the world’s leading online financial services companies, with more than 15 million active online and mobile customers. TD Bank had C $ 1.7 trillion in assets as of October 31, 2021. The Toronto-Dominion Bank trades under the symbol “TD” on the Toronto and New York stock exchanges.

SOURCE TD Bank Group

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