Ms. Brooke Hales reports

THE TORONTO-DOMINION BANK RECEIVES REGULATORY APPROVAL FOR NORMAL COURSE ISSUER BID

The Toronto Stock Exchange and the Office of the Superintendent of Financial Institutions Canada have approved Toronto-Dominion Bank's previously announced 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 has completed its previously announced repurchase for cancellation of $8-billion of its common shares under its existing normal course issuer bid and has terminated its existing normal course issuer bid. The new bid will commence on Jan. 20, 2026, and terminate on (A) the earliest to occur of: (i) Jan. 15, 2027; (ii) the date on which the aggregate purchase cost of common shares purchased equals $7-billion; and (iii) the date on which the maximum number of common shares purchasable is reached; or (B) such earlier date as TD may determine.

The maximum number of shares that may be repurchased for cancellation under the new bid represents approximately 3.64 per cent of the public float of 1,676,327,012 common shares as at Jan. 9, 2026, or 3.64 per cent of the 1,676,776,254 issued and outstanding common shares as at Jan. 9, 2026. Under the TSX rules, TD is entitled to repurchase, during each trading day, up to 1,566,890 common shares (excluding purchases made pursuant to the block purchase exception), which represents 25 per cent of the average daily trading volume of 6,267,562 common shares during the six months ended Dec. 31, 2025.

TD will make repurchases under the new bid through the facilities of the TSX as well as through other designated exchanges and alternative trading systems in Canada. 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 repurchased 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.

The number of shares and timing of the repurchases under the new bid will be determined by TD. TD intends to establish an automatic share purchase plan under which its broker, TD Securities, will repurchase TD's common shares during TD's trading blackout periods within a defined set of criteria.

TD's existing normal course issuer bid to purchase up to 100 million of its common shares commenced on March 3, 2025, and was scheduled to terminate on Feb. 28, 2026, or such earlier date as TD may determine. TD has repurchased $8-billion of its common shares, totalling 80,208,644 common shares, under the existing normal course issuer bid at an average price of $99.74 per common share.

The maximum number of shares that may be repurchased by TD under the new bid (61 million common shares), when aggregated with the 80,208,644 common shares repurchased under the existing normal course issuer bid, represents approximately 8.42 per cent of TD's public float as at Jan. 9, 2026.

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

About Toronto-Dominion Bank

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group. TD is the sixth-largest bank in North America by assets and serves over 28.1 million clients in four key businesses operating in a number of locations in financial centres around the globe: Canadian personal and commercial banking, including TD Canada Trust and TD Auto Finance Canada; U.S. retail, including TD Bank, America's most convenient bank, TD Auto Finance U.S., and TD Wealth (U.S.); wealth management and insurance, including TD Wealth (Canada), TD Direct Investing and TD Insurance; and wholesale banking, including TD Securities and TD Cowen. TD also ranks among North America's leading digital banks, with more than 13 million active mobile users in Canada and the U.S. TD had $2.1-trillion in assets on Oct. 31, 2025. The Toronto-Dominion Bank trades under the symbol TD on the Toronto Stock Exchange and New York Stock Exchange.

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