Ms. Brooke Hales reports

TD BANK GROUP ANNOUNCES INTENTION TO PURCHASE FOR CANCELLATION UP TO 61 MILLION OF ITS COMMON SHARES

Upon the completion of the repurchase for cancellation of $8-billion of Toronto-Dominion Bank's common shares under its existing normal course issuer bid, the bank intends to terminate its existing normal course issuer bid, and, subject to the approval of: (i) the Office of the Superintendent of Financial Institutions Canada, and (ii) the Toronto Stock Exchange, it intends to launch a new normal course issuer bid to repurchase for cancellation up to $7-billion of its common shares, not to exceed 61 million common shares. This new normal course issuer bid represents up to 3.63 per cent of the 1,678,704,548 common shares issued and outstanding as at Dec. 31, 2025. TD will file a notice of intention with the TSX in this regard.

TD's existing normal course issuer bid to repurchase up to 100 million of its common shares under TSX rules commenced on March 3, 2025, and was scheduled to terminate on Feb. 28, 2026, unless terminated earlier in accordance with its terms. TD previously announced its intention to deploy $8-billion from the sale of its equity investment in The Charles Schwab Corp. toward the existing normal course issuer bid. Upon the completion of the repurchase of $8-billion of its common shares under its existing normal course issuer bid, TD now intends to launch a new normal course issuer bid to repurchase for cancellation up to $7-billion of its common shares, not to exceed 61 million common shares. TD's existing normal course issuer bid will be terminated prior to commencing purchases under the new normal course issuer bid. As at Dec. 31, 2025, TD had repurchased 76,580,300 common shares under its existing normal course issuer bid for a total of approximately $7.53-billion.

TD may commence purchases under the new normal course issuer bid through the facilities of the TSX or other designated exchanges and published markets in Canada, continuing for up to one year after the TSX has accepted the notice of intention, unless terminated earlier in accordance with its terms. Additionally, repurchases may be made through the facilities of the New York Stock Exchange or other designated exchanges and published markets in the United States. The purchases will be made in accordance with applicable securities laws and regulatory requirements. The price paid for such purchased common shares will be the market price of such common shares at the time of acquisition or such other price as may be permitted by the TSX. All purchased common shares will be cancelled.

As at Oct. 31, 2025, the bank's common equity Tier 1, Tier 1, total capital and leverage ratios were 14.70 per cent, 16.42 per cent, 18.36 per cent and 4.58 per cent, respectively.

We seek Safe Harbor.