The Toronto-Dominion Bank
Annual Meeting of Common Shareholders
Thursday, April 16, 2026
Voting Results
This report on the voting results of the 170th annual meeting of common shareholders of The Toronto-Dominion Bank is made in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations. Full details of the matters for shareholder action can be viewed by accessing the Management Proxy Circular for the meeting at: www.td.com/annual-meeting/2026
| 1. | Election of Directors |
Each of the nominees listed in the Management Proxy Circular were elected as directors of The Toronto-Dominion Bank.
| Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld |
| Ayman Antoun | 891,191,159 | 98.7 | 11,849,201 | 1.3 |
| Ana Arsov | 901,220,340 | 99.8 | 1,820,040 | 0.2 |
| Cherie L. Brant | 890,485,673 | 98.6 | 12,550,683 | 1.4 |
| Raymond Chun | 901,462,449 | 99.8 | 1,577,931 | 0.2 |
| Elio R. Luongo | 901,247,862 | 99.8 | 1,792,498 | 0.2 |
| John B. MacIntyre | 895,731,391 | 99.2 | 7,308,989 | 0.8 |
| Keith G. Martell | 901,380,923 | 99.8 | 1,655,433 | 0.2 |
| Nathalie M. Palladitcheff | 900,860,526 | 99.8 | 2,179,854 | 0.2 |
| Frank J. Pearn | 900,762,644 | 99.7 | 2,277,716 | 0.3 |
| S. Jane Rowe | 900,414,828 | 99.7 | 2,625,552 | 0.3 |
| Nancy G. Tower | 892,866,718 | 98.9 | 10,169,638 | 1.1 |
| Ajay K. Virmani | 899,316,044 | 99.6 | 3,724,336 | 0.4 |
| Mary A. Winston | 899,378,832 | 99.6 | 3,661,528 | 0.4 |
| Paul C. Wirth | 900,911,362 | 99.8 | 2,129,018 | 0.2 |
| 2. | Appointment of Auditor |
The auditor listed in the Management Proxy Circular was appointed as auditor of The Toronto-Dominion Bank.
| Votes For | % Votes For | Votes Withheld | % Votes Withheld |
| 871,530,544 | 96.5 | 31,510,319 | 3.5 |
| 3. | Advisory vote on the approach to executive compensation |
| Votes For | % Votes For | Votes Against | % Votes Against |
| 857,600,804 | 95.0 | 45,439,767 | 5.0 |
| 4. | First Amendment to the 2000 Stock Incentive Plan |
| Votes For | % Votes For | Votes Against | % Votes Against |
| 871,575,187 | 96.5 | 31,465,266 | 3.5 |
| 5. | Second Amendment to the 2000 Stock Incentive Plan |
| Votes For | % Votes For | Votes Against | % Votes Against |
| 876,559,668 | 97.1 | 26,471,784 | 2.9 |
| 6. | Shareholder Proposal 1 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 5,872,086 | 0.7 | 893,725,027 | 99.3 | 3,442,180 |
| 7. | Shareholder Proposal 2 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 12,518,478 | 1.4 | 887,448,180 | 98.6 | 3,073,379 |
| 8. | Shareholder Proposal 3 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 51,379,307 | 5.7 | 848,035,139 | 94.3 | 3,616,144 |
| 9. | Shareholder Proposal 4 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 75,529,383 | 8.4 | 823,521,634 | 91.6 | 3,982,977 |
| 10. | Shareholder Proposal 5 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 57,660,641 | 6.4 | 836,481,523 | 93.6 | 8,892,828 |
| 11. | Shareholder Proposal 6 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 187,553,459 | 20.9 | 711,488,041 | 79.1 | 3,991,991 |
| 12. | Shareholder Proposal 7 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 191,805,640 | 21.3 | 708,117,633 | 78.7 | 3,110,217 |
| 13. | Shareholder Proposal 8 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 68,330,691 | 7.6 | 830,836,100 | 92.4 | 3,867,644 |
| 14. | Shareholder Proposal 9 |
| Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* |
| 124,954,120 | 14.7 | 722,396,721 | 85.3 | 55,671,078 |
*An abstention is counted as present for quorum purposes, but is not counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposal.