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- 1 -
The Toronto
 
-Dominion
 
Bank
ANNUAL INFORMATION
 
FORM
December 3, 2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 2 -
Documents Incorporated by Reference
 
Portions
 
of
 
this
 
Annual
 
Information
 
Form
 
(“AIF”)
 
are
 
disclosed
 
in
 
the
 
annual
 
consolidated
 
financial
statements (the
 
“Annual
 
Financial
 
Statements”)
 
and management’s
 
discussion
 
and analysis
 
of the
 
Bank
(as
 
defined
 
below)
 
for
 
the
 
year
 
ended
 
October
 
31,
 
2025
 
(the
 
"2025
 
MD&A")
 
and
 
are
 
incorporated
 
by
reference into this AIF.
 
Page
Reference in
AIF
Page / Incorporated by
Reference from Annual
Financial Statements
Page / Incorporated by
Reference From 2025
MD&A
CORPORATE STRUCTURE
Name, Address and Incorporation
4
-
-
Intercorporate Relationships
4
-
-
GENERAL DEVELOPMENT OF THE BUSINESS
Three Year History
4
-
5-11, 19-35
DESCRIPTION OF THE BUSINESS
Review of Business, including Foreign Operations
5
11-15
5-8, 19-35
Competition
-
-
21, 25, 29, 32, 63
Intangible Properties
-
24, 28, 64-65
-
Average Number of Employees
5
-
-
Lending
-
-
38-46, 72-77
TD's Approach to Sustainability
5
-
100-101
Risk Factors
5
-
56-101
DIVIDENDS
Dividends per Share for the Bank (October 31st
 
year-end)
6
-
-
Dividend Restrictions
7
71
50-51
CAPITAL STRUCTURE
Common Shares
8
69-72
53
Preferred Shares
8
69-72
53
Limited Recourse Capital Notes
9
69-72
53
Perpetual Notes
9
Constraints
10
-
-
Ratings
11
-
90
MARKET FOR SECURITIES OF THE BANK
Market Listings
13
-
-
Trading Price and Volume
13
-
-
Prior Sales
14
-
-
ESCROWED SECURITIES AND SECURITIES SUBJECT TO
CONTRACTUAL RESTRICTIONS ON TRANSFER
14
-
-
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Board Committees of the Bank
15
-
-
Audit Committee
19
-
-
Additional Information Regarding the Audit Committee
 
and
External Auditor
21
-
-
Executive Officers of the Bank
22
-
-
Shareholdings of Directors and Executive Officers
24
-
-
Additional Disclosure for Directors and Executive Officers
24
-
-
Pre-Approval Policies and External Auditor Service Fees
25
-
-
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
26
85-86
-
INTEREST OF MANAGEMENT AND OTHERS IN
MATERIAL TRANSACTIONS
26
89
-
TRANSFER AGENTS AND REGISTRARS
Transfer Agent
26
-
-
Co-transfer Agent and Registrar
26
-
-
INTERESTS OF EXPERTS
26
-
-
ADDITIONAL INFORMATION
27
APPENDIX "A" – Intercorporate Relationships
APPENDIX "B" – Description of Ratings
APPENDIX "C" – Audit Committee Charter
Unless otherwise specified, this AIF presents
 
information as at October 31, 2025.
 
- 3 -
Caution Regarding Forward-Looking Statements
From
 
time
 
to
 
time,
 
the
 
Bank
 
(as
 
defined
 
in
 
this
 
document)
 
makes
 
written
 
and/or
 
oral
 
forward-looking
statements, including in this document, in other filings with Canadian regulators or the United States (U.S.)
Securities and 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
 
pursuant to
 
the “safe
 
harbour” provisions
 
of, and
 
are intended
 
to be
 
forward-
looking statements
 
under,
 
applicable Canadian
 
and U.S.
 
securities legislation,
 
including the
 
U.S. Private
Securities
 
Litigation
 
Reform
 
Act
 
of
 
1995.
 
Forward-looking
 
statements
 
include,
 
but
 
are
 
not
 
limited
 
to,
statements made in
 
this document, the Management’s Discussion
 
and Analysis (2025 MD&A)
 
in the Bank’s
2025
 
Annual
 
Report
 
under
 
the
 
heading
 
“Economic
 
Summary
 
and
 
Outlook”,
 
under
 
the
 
headings
 
“Key
Priorities for 2026”
 
and “Operating Environment
 
and Outlook” for the
 
Canadian Personal and
 
Commercial
Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale
 
Banking segments, and in other
statements regarding
 
the Bank’s
 
objectives and
 
priorities for
 
2026 and
 
beyond and
 
strategies to
 
achieve
them,
 
the
 
regulatory
 
environment
 
in
 
which
 
the
 
Bank
 
operates,
 
targets
 
and
 
commitments,
 
the
 
Bank’s
anticipated
 
financial
 
performance
 
and
 
the
 
outlook
 
for
 
the
 
Bank’s
 
operations
 
or
 
the
 
Canadian,
 
U.S.
 
and
global economies.
 
Forward-looking
 
statements
 
are
 
typically
 
identified
 
by
 
words
 
such
 
as
 
“will”,
 
“would”,
 
“should”,
 
"suggest",
"seek",
 
“believe”,
 
“expect”,
 
“anticipate”,
 
“intend”,
 
"ambition",
 
“strive”,
 
“confident”,
 
“estimate”,
 
“forecast”,
“outlook”, “plan”, “goal”, “commit”
 
“target”, “"objective", "timeline",
 
possible”, “potential”, “predict”,
 
“project”,
"foresee",
 
“may”,
 
and
 
“could”
 
and
 
similar
 
expressions
 
or
 
variations
 
thereof,
 
or
 
the
 
negative
 
thereof,
 
but
these terms are
 
not the exclusive
 
means of identifying
 
such statements. 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.
 
Especially in
 
light of
 
the uncertainty
 
related to
 
the physical,
 
financial,
economic, political, and regulatory environments, such risks and uncertainties – many of which are beyond
the Bank’s
 
control and
 
the effects
 
of which
 
can be
 
difficult to
 
predict –
 
may cause
 
actual results
 
to differ
materially
 
from
 
the
 
expectations,
 
predictions,
 
forecasts,
 
projections,
 
estimates,
 
targets,
 
or
 
intentions
expressed in the forward-looking statements.
 
Examples of such risk factors
 
include: general business and
economic conditions in the regions in which
 
the Bank operates; geopolitical risk (including policy, trade and
tax-related risks
 
and the potential
 
impact of any
 
new or
 
elevated tariffs
 
or any retaliatory
 
tariffs); inflation,
interest
 
rates
 
and
 
recession
 
uncertainty;
 
risks
 
associated
 
with
 
the
 
remediation
 
of
 
the
 
Bank's
 
U.S.
 
Bank
Secrecy
 
Act
 
(BSA)/anti-money
 
laundering
 
(AML)
 
program
 
and
 
Enterprise
 
AML
 
program;
 
regulatory
oversight and compliance risk;
 
the ability of the Bank
 
to execute on long-term
 
strategies, shorter-term key
strategic priorities,
 
including the
 
successful completion
 
of acquisitions
 
and dispositions
 
and integration
 
of
acquisitions,
 
the
 
ability
 
of
 
the
 
Bank
 
to
 
achieve
 
its
 
financial
 
or
 
strategic
 
objectives
 
with
 
respect
 
to
 
its
investments, business retention plans,
 
and other strategic plans; risks
 
associated with the insured
 
deposit
account agreement
 
between the Bank
 
and The
 
Charles Schwab
 
Corporation; technology and
 
cyber security
risk
 
(including
 
cyber-attacks,
 
data
 
security
 
breaches
 
or technology
 
failures)
 
on
 
the
 
Bank’s
 
technologies,
systems
 
and
 
networks,
 
those
 
of
 
the
 
Bank’s
 
customers
 
(including
 
their
 
own
 
devices),
 
and
 
third
 
parties
providing services
 
to the
 
Bank; data
 
risk; model
 
risk; external
 
fraud activity;
 
insider risk;
 
conduct risk;
 
the
failure of
 
third parties
 
to comply
 
with their
 
obligations to
 
the Bank
 
or its
 
affiliates, including
 
relating to
 
the
care and
 
control of
 
information, and
 
other risks
 
arising from
 
the Bank’s
 
use of
 
third-parties; the
 
impact of
new and changes
 
to, or application
 
of, current
 
laws, rules and
 
regulations, including
 
consumer protection
laws
 
and
 
regulations,
 
tax
 
laws,
 
capital
 
guidelines
 
and
 
liquidity
 
regulatory
 
guidance;
 
environmental
 
and
social risk
 
(including climate-related
 
risk); exposure
 
related to
 
litigation and
 
regulatory matters;
 
increased
competition from incumbents and new
 
entrants (including Fintechs and
 
big technology competitors); shifts
in consumer attitudes
 
and disruptive technology;
 
ability of the
 
Bank to
 
attract, develop, and
 
retain key talent;
changes
 
in
 
foreign
 
exchange
 
rates,
 
interest
 
rates,
 
credit
 
spreads,
 
equity
 
prices
 
and
 
commodity
 
prices;
downgrade, suspension or withdrawal of ratings assigned
 
by any rating agency, the value and market price
of the Bank's
 
common shares and other
 
securities may be
 
impacted by market conditions
 
and other factors;
the
 
interconnectivity
 
of
 
financial
 
institutions,
 
including
 
existing
 
and
 
potential
 
international
 
debt
 
crises;
increased funding costs
 
and market
 
volatility due
 
to market illiquidity
 
and competition for
 
funding; and
 
critical
accounting estimates and changes to accounting
 
standards, policies, and methods used by
 
the Bank; and
the occurrence
 
of natural
 
and unnatural
 
catastrophic
 
events and
 
claims resulting
 
from such
 
events. The
Bank cautions
 
that the
 
preceding list
 
is not
 
exhaustive of
 
all possible
 
risk factors
 
and other
 
factors could
 
 
- 4 -
also adversely
 
affect
 
the Bank’s
 
results. For
 
more detailed
 
information, please
 
refer to
 
the “Risk
 
Factors
that May
 
Affect
 
Future Results”
 
section
 
of the
 
2025
 
MD&A,
 
and
 
the sections
 
related
 
to strategic,
 
credit,
market
 
(including
 
equity,
 
commodity,
 
foreign
 
exchange,
 
interest
 
rate,
 
and
 
credit
 
spreads),
 
operational
(including technology,
 
cyber security,
 
process, systems, data, third-party,
 
fraud, infrastructure, insider
 
and
conduct),
 
model,
 
insurance,
 
liquidity,
 
capital
 
adequacy,
 
compliance,
 
financial
 
crime,
 
reputational,
environmental
 
and social
 
risk
 
in the
 
"Managing
 
Risk"
 
section of
 
the
 
2025
 
MD&A,
 
as may
 
be updated
 
in
subsequently filed
 
quarterly reports to
 
shareholders and news
 
releases (as applicable)
 
related to
 
any events
or transactions
 
discussed under
 
the headings
 
“Significant
 
Events” or
 
“Update
 
on the
 
Remediation of
 
the
U.S. Bank Secrecy Act (BSA)/Anti-Money Laundering (AML) Program and Enterprise AML Program” in the
relevant MD&A, which applicable releases may be found on www.td.com. All such factors, as well as other
uncertainties and
 
potential events,
 
and the
 
inherent uncertainty
 
of forward-looking
 
statements, should
 
be
considered carefully
 
when making
 
decisions with
 
respect to
 
the Bank.
 
The Bank
 
cautions readers
 
not to
place undue reliance on the Bank’s forward-looking
 
statements.
 
Material economic assumptions underlying the forward
 
-looking statements contained in this document
 
are
set out in the 2025 MD&A under the headings “Economic Summary and Outlook” and “Significant Events”,
under the
 
headings “Key
 
Priorities for
 
2026” and
 
“Operating Environment
 
and Outlook”
 
for the
 
Canadian
Personal
 
and
 
Commercial
 
Banking,
 
U.S.
 
Retail,
 
Wealth
 
Management
 
and
 
Insurance,
 
and
 
Wholesale
Banking segments,
 
each as
 
may be
 
updated in
 
subsequently
 
filed quarterly
 
reports
 
to shareholders
 
and
news releases
 
(as applicable).
 
Any 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 assisting
 
the
 
Bank’s
 
shareholders
 
and
 
analysts
 
in
understanding the Bank’s financial position, objectives and priorities and anticipated
 
financial performance
as at
 
and for
 
the periods
 
ended on
 
the dates
 
presented, and
 
may not
 
be appropriate
 
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 its behalf, except as
 
required under applicable securities legislation.
CORPORATE STRUCTURE
 
Name, Address and Incorporation
The Toronto
 
-Dominion
 
Bank
 
and its
 
subsidiaries
 
are collectively
 
known as
 
TD
 
Bank
 
Group
 
("TD"
 
or the
"Bank").
 
The Toronto
 
-Dominion Bank,
 
a Schedule
 
1 chartered
 
bank subject
 
to the
 
provisions of
 
the Bank
Act (Canada) (the “Bank Act”), was formed on February 1, 1955 through the amalgamation
 
of The Bank of
Toronto (chartered in 1855) and The Dominion Bank (chartered in 1869). The Bank’s head office is located
at Toronto
 
-Dominion Centre, P.O.
 
Box 1, King Street West and Bay Street, Toronto,
 
Ontario, M5K 1A2.
Intercorporate Relationships
Information about the intercorporate relationships among
 
the Bank and its principal
 
subsidiaries is provided
in Appendix “A” to this AIF.
 
GENERAL DEVELOPMENT OF THE BUSINESS
 
Three Year History
 
Prior to
 
October 6,
 
2022, the
 
Bank was
 
a major
 
shareholder of
 
TD Ameritrade
 
Holding Corporation
 
("TD
Ameritrade"). On October 6,
 
2020, The Charles Schwab
 
Corporation ("Schwab") completed
 
its acquisition
of
 
TD
 
Ameritrade
 
(the
 
"Schwab
 
transaction").
 
Upon
 
closing,
 
the
 
Bank
 
exchanged
 
its
 
approximate
 
43%
ownership in TD Ameritrade
 
for an approximate 13.5%
 
stake in Schwab,
 
consisting of 9.9% voting
 
common
shares
 
and
 
the
 
remainder
 
in
 
non-voting
 
common
 
shares,
 
convertible
 
into
 
voting
 
common
 
shares
 
upon
transfer
 
to
 
a
 
third
 
party.
 
On
 
August
 
1,
 
2022,
 
the
 
Bank
 
sold
 
28.4
 
million
 
non-voting
 
common
 
shares
 
of
Schwab, which reduced
 
the Bank’s ownership
 
interest in Schwab
 
to approximately 12.0%.
 
On August 21,
2024, the
 
Bank sold
 
40,500,000 voting
 
common shares
 
of Schwab, which
 
reduced the
 
Bank's ownership
interest
 
in
 
Schwab
 
to
 
approximately
 
10.1%.
 
On
 
February
 
12,
 
2025,
 
the
 
Bank
 
sold
 
its
 
remaining
 
10.1%
ownership interest
 
in Schwab
 
through a registered
 
offering and
 
a repurchase
 
by Schwab,
 
resulting in
 
the
 
- 5 -
termination of the stockholder agreement between the Bank and Schwab. The Bank and Schwab continue
to have a relationship through
 
the amended and restated
 
insured deposit account agreement
 
entered into
on May 4, 2023, which has an initial expiration date of
 
July 1, 2034.
On March 1, 2023, the
 
Bank completed its acquisition
 
of Cowen Inc. ("Cowen"),
 
advancing the Wholesale
Banking segment’s long-term growth strategy
 
in the U.S.
 
and adding complementary products
 
and services
to the Bank’s existing businesses.
 
On October
 
10,
 
2024, following
 
active
 
cooperation
 
and
 
engagement
 
with
 
authorities
 
and
 
regulators,
 
the
Bank
 
reached
 
a
 
resolution
 
with
 
respect
 
to
 
previously
 
disclosed
 
investigations
 
related
 
to
 
its
 
U.S.
 
Bank
Secrecy Act and Anti-Money
 
Laundering compliance programs.
 
Details of the resolution
 
are set out under
the heading
 
“Update on
 
the Remediation
 
of the
 
U.S. Bank
 
Secrecy Act/Anti-Money
 
Laundering Program
and Enterprise AML Program” on pages
 
5 to 7 of the 2025 MD&A,
 
which is incorporated by reference
 
and
available on the Bank’s issuer profile on SEDAR+
 
at www.sedarplus.com.
DESCRIPTION OF THE BUSINESS
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 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 mobile
 
active users in
 
Canada and the U.S.
 
TD had $2.1 trillion
 
in
assets on
 
October
 
31, 2025.
 
The Toronto
 
-Dominion
 
Bank trades
 
under the
 
symbol "TD"
 
on the
 
Toronto
Stock Exchange and New York
 
Stock Exchange.
 
Descriptions of TD’s significant
 
business segments and related
 
information are provided on
 
pages 11
 
and
19 to 35 of the 2025 MD&A, which are incorporated by
 
reference.
 
Average Number of Employees
 
TD had an average of 102,218 full-time equivalent employees
 
for fiscal 2025.
 
TD’s Approach to Sustainability
 
The Bank publishes
 
a Sustainability Report outlining
 
the Bank's approach to
 
managing sustainability topics,
to
 
position
 
TD
 
to
 
meet
 
future
 
challenges
 
by
 
driving
 
resilience
 
and
 
long-term
 
success
 
for
 
our
 
business,
clients, colleagues, and
 
communities. TD's
 
Sustainability Strategy is
 
focused on protecting
 
the Bank from
risk, adapting
 
Bank processes
 
and capabilities,
 
and growing
 
the Bank
 
to capture
 
new opportunities.
 
This
report and other
 
related information
 
are available
 
on the Bank's
 
website. Additional
 
information about
 
the
Bank's
 
approach
 
to
 
managing
 
sustainability
 
risks,
 
including
 
climate-related
 
risks
 
can
 
be
 
found
 
under
"Environmental
 
and
 
Social
 
Risk”
 
on
 
pages
 
100
 
to
 
101
 
of
 
the
 
2025
 
MD&A,
 
which
 
is
 
incorporated
 
by
reference.
 
Risk Factors
The Bank considers it critical to regularly assess its operating environment and
 
highlight top and emerging
risks, which are risks
 
with a potential
 
to have a material
 
effect on the Bank
 
and where the attention
 
of senior
leaders is focused due to the potential magnitude or
 
immediacy of their impact. An explanation of the types
of risks facing
 
the Bank and
 
its businesses
 
and the ways
 
in which the
 
Bank manages them
 
can be found
under
 
the
 
heading
 
“Risk
 
Factors
 
and
 
Management”
 
on
 
pages
 
56
 
to
 
101
 
of
 
the
 
2025
 
MD&A,
 
which
 
is
incorporated by reference.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 6 -
DIVIDENDS
1
 
Dividends per Share for the Bank (October 31st year-end)
 
Type of Shares
2025
2024
2023
Common Shares
$4.20
$4.08
 
$3.84
Class A First Preferred Shares (Non-Viability
 
Contingent Capital)
2
Series 1
3
 
$1.24
$1.24
$0.92
Series 3
4
-
-
$0.92
Series 5
5
-
$0.97
$0.97
Series 7
6
-
$0.80
$0.80
Series 9
7
$0.81
$0.81
$0.81
Series 16
$1.58
$1.58
$1.58
Series 18
8
 
$1.44
$1.44
$1.31
Series 20
9
-
-
$1.19
Series 22
910
 
-
-
$1.30
Series 24
11
-
-
$1.28
Series 26
12, 19
-
-
-
Series 27
13
$57.50
$57.50
$57.50
Series 28
13
$72.32
$72.32
$72.32
Series 29
14, 19
-
-
-
Series 30
15, 19
-
-
-
Series 31
16, 19
-
-
-
Series 32
17, 19
-
-
-
Series 33
18, 19
-
-
-
Notes:
 
1
 
Except as noted, dividends are payable quarterly
 
on last day of January, April, July and October in each year.
 
2
 
Except as
 
noted, dividends
 
are payable
 
in an
 
amount per
 
share per
 
annum determined
 
by multiplying
 
the Annual
 
Fixed
Dividend Rate (as
 
defined within each
 
Prospectus Supplement) applicable
 
to such Subsequent
 
Fixed Rate Period
 
by $25.00.
 
3
 
On October
 
16, 2024,
 
the Bank
 
announced that
 
none of
 
its 20
 
million Non-Cumulative
 
5-Year
 
Rate Reset
 
Class A
 
First
Preferred Shares, Series 1 (Non-Viability Contingent Capital (NVCC)) (the "Series
 
1 Shares") will be converted on October
31, 2024 into Non-Cumulative Floating
 
Rate Class A First Preferred
 
Shares, Series 2 (NVCC) (the "Series
 
2 Shares") of TD.
As had been previously announced on October 1, 2024,
 
the dividend rate for the Series 1 Shares for the 5-year
 
period from
and including October 31, 2024 to but excluding
 
October 31, 2029, if declared, is payable at a
 
per annum rate of 4.97%.
4
 
On July
 
31, 2024,
 
the Bank
 
redeemed all
 
of its
 
20,000,000 outstanding
 
Non-Cumulative Class
 
A First
 
Preferred Shares,
Series 3 (NVCC).
5
 
On January 31, 2025, the Bank redeemed
 
all of its 20,000,000 outstanding Non-Cumulative
 
Class A First Preferred Shares,
Series 5 (NVCC).
6
 
On July
 
31, 2025,
 
the Bank
 
redeemed all
 
of its
 
14,000,000 outstanding
 
Non-Cumulative Class
 
A First
 
Preferred Shares,
Series 7 (NVCC).
7
 
On October 31, 2025, the Bank redeemed
 
all of its 8,000,000 outstanding Non-Cumulative Class A
 
First Preferred Shares,
Series 9 (NVCC).
8
 
On April
 
18, 2023,
 
the Bank
 
announced that
 
none of
 
its 14
 
million Non-Cumulative
 
5-Year
 
Rate Reset
 
Preferred Shares
NVCC, Series 18 (“Series
 
18 Shares”) would be
 
converted on April 30,
 
2023 into Non-Cumulative Floating Rate
 
Preferred
 
- 7 -
Shares NVCC, Series 19. As
 
had been previously announced
 
on March 31, 2023, the
 
dividend rate for the Series
 
18 Shares
for the 5-year period from and
 
including April 30, 2023 to
 
but excluding April 30, 2028,
 
if declared, is payable at a
 
per annum
rate of 5.747%.
9
 
On October 31, 2023, the Bank redeemed
 
all of its 16,000,000 outstanding Non-Cumulative
 
Class A First Preferred Shares,
Series 20 (NVCC).
10
 
On April
 
30, 2024,
 
the Bank
 
redeemed all
 
of its
 
14,000,000 outstanding Non-Cumulative
 
Class A
 
First Preferred
 
Shares,
Series 22 (NVCC).
 
11
 
On July
 
31, 2024,
 
the Bank
 
redeemed all
 
of its
 
18,000,000 outstanding
 
Non-Cumulative Class
 
A First
 
Preferred Shares,
Series 24 (NVCC)
12
 
The Class A First Preferred Shares, Series
 
26 (NVCC) (the "Series 26 Shares")
 
were issued on July 29, 2021
 
to the Limited
Recourse Trust, in connection with the issuance of limited recourse
 
capital notes.
 
13
 
Dividends are payable
 
semi-annually on
 
April 30 and
 
October 31 in
 
each year, in an
 
amount per
 
share per annum
 
determined
by multiplying the
 
Annual Fixed Dividend
 
Rate (as defined
 
within the Prospectus
 
Supplement) applicable
 
to such Subsequent
Fixed Rate Period by $1,000.00.
14
 
The Class A
 
First Preferred Shares, Series
 
29 (NVCC) (the
 
"Series 29 Shares")
 
were issued on
 
September 14, 2022 to
 
a
Limited Recourse Trust, in connection with the issuance of limited
 
recourse capital notes.
 
15
 
The Class A
 
First Preferred
 
Shares, Series 30
 
(NVCC) (the "Series
 
30 Shares")
 
were issued on
 
October 17, 2022
 
to a Limited
Recourse Trust, in connection with the issuance of limited recourse
 
capital notes.
 
16
 
The Class A First Preferred Shares, Series 31 (NVCC) (the "Series 31 Shares") were issued on June 28, 2024 to a Limited
Recourse Trust (defined below),
 
in connection with the issuance of limited recourse
 
capital notes.
 
17
 
The Class
 
A First Preferred
 
Shares, Series 32
 
(NVCC) (the "Series
 
32 Shares") were
 
issued on December
 
16, 2024 to
 
a
limited recourse trust, in connection with the issuance
 
of limited recourse capital notes.
 
18
 
The Class A
 
First Preferred Shares, Series
 
33 (NVCC) (the
 
"Series 33 Shares")
 
were issued on
 
September 19, 2025 to
 
a
limited recourse trust, in connection with the issuance
 
of limited recourse capital notes.
 
19
 
Until revoked, the trustee of
 
the Limited Recourse Trust
 
has waived its right to
 
receive any and all dividends
 
on the Series
26 Shares,
 
the Series 29
 
Shares, the
 
Series 30 Shares,
 
the Series 31
 
Shares, the Series
 
32 Shares and
 
the Series 33
 
Shares
(collectively,
 
the "Shares").
 
Until such
 
waiver is
 
revoked by
 
the trustee
 
of the
 
Limited Recourse
 
Trust,
 
no dividends
 
are
expected to be declared or paid on the Shares.
 
Dividend Restrictions
 
The Bank is prohibited by the Bank
 
Act from declaring dividends on its preferred or
 
common shares if there
are
 
reasonable
 
grounds
 
for
 
believing
 
that
 
the
 
Bank
 
is,
 
or
 
the
 
payment
 
would
 
cause
 
the
 
Bank
 
to
 
be,
 
in
contravention of the capital adequacy and liquidity regulations of the Bank Act or
 
directions of the Office of
the Superintendent
 
of Financial
 
Institutions (Canada)
 
("OSFI").
 
In addition, the
 
ability to
 
pay dividends
 
on
common shares without the approval of the holders of the outstanding preferred shares is
 
restricted unless
all dividends on the preferred shares have been declared
 
and paid or set apart for payment.
CAPITAL STRUCTURE
 
The
 
following
 
summarizes
 
certain
 
provisions
 
of
 
the
 
Bank's
 
common
 
shares,
 
preferred
 
shares
 
and
 
other
capital
 
instruments
 
qualifying
 
as
 
Additional
 
Tier
 
1
 
Capital
 
("AT1")
 
under
 
OSFI's
 
Capital
 
Adequacy
Requirements
 
guideline,
 
including
 
limited
 
recourse
 
capital
 
notes
 
and
 
perpetual
 
notes.
 
This
 
summary
 
is
qualified in
 
its entirety
 
by the
 
Bank’s by-laws
 
and the
 
actual terms
 
and conditions
 
of such
 
securities. For
more information on the Bank's capital structure, see pages 47
 
to 54 of the 2025 MD&A and Notes 18 and
19 of the 2025 Annual Financial Statements.
 
The Bank incorporates those pages and Notes by reference.
In accordance with capital
 
adequacy requirements adopted
 
by OSFI, in order
 
to qualify as Tier
 
1 or Tier
 
2
Capital under
 
Basel III,
 
non-common capital instruments
 
issued by
 
the Bank
 
after January
 
1, 2013,
 
including
Preferred
 
Shares
 
(as
 
defined
 
below)
 
and
 
Perpetual
 
Notes
 
(defined
 
below),
 
must
 
include
 
a
 
non-viability
contingent capital
 
feature (the
 
"NVCC
 
Provisions"),
 
under which
 
they could
 
be converted
 
into a
 
variable
number of common shares of
 
the Bank upon the
 
occurrence of a Trigger Event. A
 
Trigger Event is currently
defined in OSFI's Capital Adequacy
 
Requirements Guideline as an event
 
where OSFI determines that the
Bank is, or is about to become, non-viable and that after conversion of all non-common capital instruments
and consideration of any other relevant factors or circumstances, the viability of the Bank is expected to
 
be
restored, or
 
if the
 
Bank has
 
accepted or
 
agreed to
 
accept a
 
capital injection
 
or equivalent
 
support from
 
a
federal or provincial government of Canada without
 
which the Bank would have been determined
 
by OSFI
to be non-viable.
- 8 -
Common Shares
The
 
authorized
 
common
 
share
 
capital
 
of
 
the
 
Bank
 
consists
 
of
 
an
 
unlimited
 
number
 
of
 
common
 
shares
without nominal or par value.
Voting Rights
Subject to the restrictions set out under “Constraints” below, holders of common shares are entitled to vote
at all meetings of the shareholders of the Bank, except
 
meetings at which only holders of a specified class
or series of shares are entitled to vote.
 
Dividend Rights
The holders
 
of common
 
shares are entitled
 
to receive
 
dividends as and
 
when declared by
 
the Board,
 
subject
to the preference of the holders of the Preferred Shares
 
of the Bank.
 
Rights on Liquidation
After payment to the
 
holders of the Preferred
 
Shares of the Bank
 
of the amount or
 
amounts to which they
may be entitled,
 
and after payment
 
of all outstanding
 
debts, the holders
 
of common shares
 
are entitled to
receive the remaining property of the Bank upon the
 
liquidation, dissolution or winding-up thereof.
Preferred Shares
The
 
Bank
 
is
 
authorized
 
to
 
issue
 
an
 
unlimited
 
number
 
of
 
Class
 
A
 
First
 
Preferred
 
Shares
 
(the
 
"Preferred
Shares"), without nominal or par value.
 
The Preferred Shares of the Bank may be issued from time to time, in one or more series, with
 
such rights,
privileges, restrictions and conditions as the Board may
 
determine.
Priority
The Preferred
 
Shares of each
 
series rank on
 
a parity
 
with every other
 
series of
 
Preferred Shares,
 
and all
Preferred Shares
 
rank prior
 
to the
 
common shares
 
and to
 
any other
 
shares of
 
the Bank
 
ranking junior
 
to
the Preferred Shares with respect to the payment of dividends and the distribution of assets in the event of
the liquidation,
 
dissolution
 
or winding-up
 
of the
 
Bank, provided
 
that a
 
Trigger
 
Event has
 
not occurred
 
as
contemplated
 
under
 
the
 
NVCC
 
Provisions
 
applicable
 
to
 
a
 
series
 
of
 
Preferred
 
Shares.
 
In
 
the
 
event
 
of
 
a
Trigger
 
Event
 
occurring
 
under
 
the
 
NVCC
 
Provisions,
 
the
 
existing
 
priority
 
of
 
the
 
Preferred
 
Shares
 
of
 
the
affected series
 
will not
 
be relevant
 
as all
 
Preferred Shares
 
of such
 
series will
 
be converted
 
into common
shares of the Bank and, upon conversion, will rank on
 
a parity with all other common shares of the Bank.
Voting Rights
There are no voting
 
rights attached to
 
the Preferred Shares
 
except to the extent
 
provided in any series
 
or
by the Bank
 
Act. The Bank
 
may not,
 
without the prior
 
approval of the
 
holders of the
 
Preferred Shares, create
or issue (i)
 
any shares
 
ranking in
 
priority to
 
or on
 
a parity
 
with the
 
Preferred Shares,
 
or (ii)
 
any additional
series of
 
Preferred Shares,
 
unless at
 
the date
 
of such
 
creation or
 
issuance all
 
cumulative dividends
 
and
any declared and
 
unpaid non-cumulative
 
dividends have
 
been paid or
 
set apart for
 
payment in respect
 
of
each series of Preferred Shares then issued and outstanding.
Approval of
 
amendments to
 
the provisions
 
of the
 
Preferred Shares
 
as a
 
class may
 
be given
 
in writing
 
by
the holders
 
of all
 
the outstanding
 
Preferred Shares
 
or by
 
a resolution
 
carried by
 
an affirmative
 
vote of
 
at
least two-thirds
 
of the
 
votes cast
 
at a
 
meeting at
 
which the
 
holders of
 
a majority
 
of the
 
then outstanding
Preferred Shares
 
are present
 
or represented
 
by proxy
 
or,
 
if no
 
quorum is
 
present at
 
such meeting,
 
at an
adjourned
 
meeting
 
at
 
which
 
the
 
shareholders
 
then
 
present
 
or
 
represented
 
by
 
proxy
 
may
 
transact
 
the
business for which the meeting was originally called.
- 9 -
Rights on Liquidation
In the event of the liquidation, dissolution
 
or winding-up of the Bank, provided that
 
a Trigger Event has not
occurred as
 
contemplated under
 
the NVCC
 
Provisions applicable
 
to a
 
series of
 
Preferred Shares,
 
before
any amounts are
 
paid to or
 
any assets distributed
 
among the holders
 
of the common
 
shares or shares
 
of
any other
 
class of
 
the Bank
 
ranking junior
 
to the
 
Preferred
 
Shares, the
 
holder of
 
a Preferred
 
Share of
 
a
series will
 
be entitled
 
to receive,
 
to the
 
extent provided
 
for with
 
respect to
 
such
 
Preferred Shares
 
by the
conditions attaching to such series:
 
(i) an amount equal to
 
the amount paid up thereon;
 
(ii) such premium,
if any,
 
as has
 
been provided
 
for with
 
respect
 
to the
 
Preferred
 
Shares of
 
such
 
series;
 
and
 
(iii)
 
all unpaid
cumulative
 
dividends,
 
if
 
any,
 
on
 
such
 
Preferred
 
Shares
 
and,
 
in
 
the
 
case
 
of
 
non-cumulative
 
Preferred
Shares, all
 
declared and
 
unpaid non-cumulative
 
dividends. After
 
payment to
 
the holders
 
of the
 
Preferred
Shares of the amounts so payable
 
to them, they will not be
 
entitled to share in any further
 
distribution of the
property or assets of the Bank.
Limited Recourse Capital Notes
 
The Bank has issued limited
 
recourse capital notes (“LRCNs”) with recourse
 
limited to assets held in
 
a trust
consolidated by
 
the Bank
 
(the “Limited
 
Recourse Trust”).
 
The Limited
 
Recourse Trust’s
 
assets consist
 
of
Class A First Preferred Shares of the Bank, each series of which is issued concurrently with the applicable
series
 
of
 
LRCNs
 
(the
 
“LRCN
 
Preferred
 
Shares”).
 
In
 
the
 
event
 
of
 
(i)
 
non-payment
 
of
 
interest
 
on
 
LRCNs
following any
 
interest payment
 
date, (ii)
 
non-payment
 
of the
 
redemption price
 
in case
 
of a
 
redemption of
the LRCNs,
 
(iii) non-payment
 
of principal
 
plus accrued
 
and unpaid
 
interest at
 
the maturity
 
of the
 
LRCNs,
(iv) an
 
event of
 
default on
 
the LRCNs,
 
or (v)
 
a Trigger
 
Event, the
 
recourse of
 
each LRCN
 
holder will
 
be
limited to that holder’s pro rata share of the Limited Recourse
 
Trust’s assets.
Voting Rights
The holders
 
of LRCNs
 
are not
 
entitled to
 
any voting
 
rights, nor
 
are they
 
entitled to
 
receive notice
 
of or
 
to
attend any meeting of the shareholders of the Bank.
Rights on Liquidation
The LRCNs,
 
by virtue
 
of the
 
recourse to
 
the LRCN
 
Preferred Shares,
 
include standard
 
NVCC Provisions
necessary for
 
them to
 
qualify as
 
Additional Tier
 
1 Capital
 
under OSFI’s
 
Capital
 
Adequacy Requirements
guideline. NVCC
 
Provisions
 
require the
 
conversion
 
of the
 
instrument
 
into a
 
variable number
 
of common
shares upon the occurrence
 
of a Trigger
 
Event. In such an event,
 
each LRCN Preferred Share
 
held in the
Limited Recourse Trust will automatically and immediately be converted into a variable number
 
of common
shares which will be delivered to LRCN holders
 
in satisfaction of the principal amount of, and
 
accrued and
unpaid interest
 
on, the
 
LRCNs.
 
The number
 
of common
 
shares
 
issued will
 
be determined
 
based on
 
the
conversion formula set out in the
 
terms of the respective series of
 
LRCN Preferred Shares. The LRCNs are
compound instruments with
 
both equity and liability
 
features as payments
 
of interest and principal
 
in cash
are made
 
at the
 
Bank’s
 
discretion. Non
 
-payment
 
of interest
 
and principal
 
in cash
 
does not
 
constitute
 
an
event of default but will trigger the delivery of each series
 
of LRCN Preferred Shares.
 
Perpetual Notes
The Bank has issued subordinated notes ("Perpetual
 
Notes") that are issued without a scheduled
 
maturity
or redemption date.
 
Interest on the Perpetual Notes is
 
due and payable only if
 
it is not cancelled. The
 
Bank
has the sole and absolute
 
discretion to cancel interest.
 
Such cancelled interest cannot
 
be claimed against
the Bank, will not constitute an
 
event of default and holders have
 
no rights to receive any additional
 
interest
or compensation
 
as a
 
result of
 
such cancellation.
 
In the
 
event of
 
non-payment of
 
interest in
 
full following
such payment date,
 
the Bank will
 
not (a) declare
 
dividends on the
 
common shares
 
or preferred shares
 
or
(b) subject
 
to certain
 
exceptions, redeem
 
any common
 
shares or
 
preferred shares,
 
in each case
 
until the
Bank pays interest in full on the Perpetual Notes.
- 10 -
Voting Rights
The holders of
 
Perpetual Notes are
 
not entitled to any
 
voting rights, nor
 
are they entitled
 
to receive notice
of or to attend any meeting of the shareholders of the
 
Bank.
Rights on Liquidation
The Perpetual Notes include standard NVCC
 
Provisions necessary for them to qualify
 
as Additional Tier 1
Capital under OSFI’s Capital
 
Adequacy Requirements guideline.
 
NVCC Provisions require the
 
conversion
of the instrument into
 
a variable number of
 
common shares upon the
 
occurrence of a Trigger Event.
 
In such
an event, each
 
Perpetual Note will
 
automatically and
 
immediately be converted
 
into a variable
 
number of
common shares which will be delivered to Perpetual Note holders in satisfaction of the principal amount
 
of,
and accrued
 
and unpaid
 
interest on,
 
the Perpetual
 
Notes. The
 
number of
 
common shares
 
issued will
 
be
determined
 
based
 
on
 
the
 
conversion
 
formula
 
set
 
out
 
in
 
the
 
terms
 
of
 
the
 
respective
 
series
 
of
 
Perpetual
Notes. The Perpetual Notes are compound
 
instruments with both equity and liability
 
features as payments
of interest
 
and principal
 
in cash
 
are made at
 
the Bank’s
 
discretion.
 
Non-payment of
 
interest and
 
principal
does not constitute an event of default but the Bank’s failure to pay interest
 
in full when due will impact the
Bank’s ability to pay
 
dividends on, or redeem,
 
its common shares and
 
preferred shares, as described under
“Perpetual Notes” above.
Constraints
There are no
 
constraints imposed
 
on the ownership
 
of securities of
 
a bank, including
 
the Bank, to
 
ensure
that a bank has
 
a required level of Canadian ownership.
 
However, the Bank Act contains restrictions on
 
the
issue, transfer, acquisition, beneficial ownership and voting of all shares of
 
a bank. For example, no person
can be
 
a major
 
shareholder
 
of a
 
bank if
 
the bank
 
has equity
 
of $12
 
billion or
 
more. A
 
person is
 
a major
shareholder of a bank where:
 
(i)
 
the aggregate
 
of the
 
shares
 
of any
 
class of
 
voting
 
shares
 
beneficially
 
owned
 
by that
 
person,
 
by
entities controlled by
 
that person and
 
by any person
 
associated or acting
 
jointly or in
 
concert with
that person is more than 20% of the outstanding shares
 
of that class of voting shares; or
 
(ii)
 
the aggregate
 
of the shares
 
of any class
 
of non-voting
 
shares beneficially
 
owned by
 
that person,
by entities
 
controlled by
 
that person
 
and by
 
any person
 
associated or
 
acting jointly
 
or in
 
concert
with that person is more than 30% of the outstanding
 
shares of that class of non-voting shares.
No person can
 
have a significant
 
interest in any
 
class of shares
 
of a bank,
 
including the Bank,
 
unless the
person first receives the approval of the Minister of Finance
 
(Canada).
For purposes of the
 
Bank Act, a
 
person has a significant
 
interest in a class
 
of shares of a
 
bank where the
aggregate of any shares
 
of the class beneficially
 
owned by that person,
 
by entities controlled by
 
that person
and
 
by
 
any
 
person
 
associated
 
or
 
acting
 
jointly
 
or
 
in
 
concert
 
with
 
that
 
person
 
exceeds
 
10%
 
of
 
all
 
of
 
the
outstanding shares of that class of shares of such bank.
The Bank Act also
 
prohibits the registration of
 
a transfer or issue
 
of any share
 
of a bank to,
 
and the exercise
in person or by proxy of any voting rights attached to any share of a bank that is beneficially owned by, His
Majesty in right of Canada
 
or of a province or any
 
agent or agency of His
 
Majesty in either of those
 
rights,
or to the
 
government of
 
a foreign country
 
or any political
 
subdivision thereof,
 
or any agent
 
or agency of
 
a
foreign government.
 
Despite this
 
restriction, the
 
Minister of
 
Finance of
 
Canada may
 
approve the
 
issue of
shares of a bank, including the Bank, to an agent
 
that is an “eligible agent”, which is defined as an agent or
agency of His
 
Majesty in right
 
of Canada or
 
of a province
 
or an agent
 
or agency of
 
a government of
 
a foreign
country
 
or any
 
political
 
subdivision
 
of a
 
foreign
 
country:
 
(i) whose
 
mandate
 
is publicly
 
available;
 
(ii)
 
that
controls the assets of
 
an investment fund in a
 
manner intended to maximize long-term risk-adjusted
 
returns
and His
 
Majesty in
 
right of
 
Canada or
 
of a
 
province or
 
an agent
 
or agency
 
of a
 
government of
 
a foreign
country or any political subdivision of
 
a foreign country contributes to the fund
 
or the fund is established to
provide
 
compensation,
 
hospitalization,
 
medical
 
care,
 
annuities,
 
pensions
 
or
 
similar
 
benefits
 
to
 
natural
persons; and (iii) whose decisions with respect to the assets of the fund
 
referred to in (ii) are not influenced
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 11 -
in any significant way by His Majesty in right of Canada or of the province or the government of the foreign
country
 
or
 
the
 
political
 
subdivision.
 
The
 
application
 
for
 
this
 
approval
 
would
 
be
 
made
 
jointly
 
by
 
a
 
bank,
including the Bank, and the eligible agent.
Ratings
 
Credit ratings
 
are important
 
to the
 
Bank’s borrowing
 
costs and
 
ability to
 
raise funds.
 
Rating downgrades
could potentially result
 
in higher
 
financing costs and
 
increased collateral pledging
 
requirements for the
 
Bank
and reduced access to capital
 
markets. Rating downgrades may
 
also affect the Bank’s
 
ability to enter into
normal
 
course
 
derivative
 
transactions.
 
The
 
Bank
 
regularly
 
reviews
 
the
 
level
 
of
 
increased
 
collateral
 
that
would be required
 
in the
 
event of rating
 
downgrades and
 
holds liquid
 
assets to
 
cover additional
 
collateral
required
 
in
 
the
 
event
 
of
 
certain
 
downgrades
 
in
 
the
 
Bank's
 
senior
 
long-term
 
credit
 
ratings.
 
Additional
information relating
 
to credit ratings
 
is provided
 
under the heading
 
“Liquidity Risk”
 
in the “Managing
 
Risk”
section
 
starting
 
on
 
page
 
87
 
of
 
the
 
2025
 
MD&A
 
and
 
under
 
the
 
heading
 
"Downgrade,
 
Suspension
 
or
Withdrawal of Ratings Assigned by Any Rating
 
Agency" in the "Risk Factors and Management"
 
section on
page 65 of the MD&A.
As at October 31, 2025, TD had the following solicited ratings from
 
the rating agencies listed below:
 
 
 
Rating
Rank*
Moody's Investor Service
Legacy Senior Debt
1
Aa2
3 of 21
 
Senior Debt
2
A2
6 of 21
 
Short Term
 
Debt (Deposits)
P-1
1 of 4
 
Legacy
 
Subordinated
 
Debt
 
(non-
NVCC
3
)
A3
7 of 21
 
Tier 2 Subordinated Debt (NVCC
3
)
A3 (hyb)
7 of 21
 
AT1 Perpetual Debt (NVCC
3
)
Baa2 (hyb)
9 of 21
 
Limited
 
Recourse
 
Capital
 
Notes
(NVCC
3
)
Baa2 (hyb)
9 of 21
 
Preferred Shares (NVCC
3
)
Baa2 (hyb)
9 of 21
 
Outlook
Stable
 
 
Rating
Rank*
Standard & Poor's
Legacy Senior Debt
1
A+
5 of 22
 
Senior Debt
2
A-
7 of 22
 
Short Term
 
Debt (Deposits)
A-1
2 of 8
 
Legacy
 
Subordinated
 
Debt
 
(non-
NVCC
3
)
A-
7 of 22
 
Tier 2 Subordinated Debt (NVCC
3
)
BBB+
8 of 22
 
AT1 Perpetual Debt (NVCC
3
)
BBB-
10 of 22
 
Limited
 
Recourse
 
Capital
 
Notes
(NVCC
3
)
BBB-
10 of 22
 
Preferred Shares (NVCC
3
)
BBB-
10 of 22
 
Outlook
Stable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 12 -
 
Rating
Rank*
Fitch
 
Legacy Senior Debt
1
AA
3 of 23
 
Senior Debt
2
AA-
4 of 23
 
Short Term
 
Debt (Deposits)
F1+
1 of 8
 
Legacy
 
Subordinated
 
Debt
 
(non-
NVCC
3
)
A
6 of 23
 
Tier 2 Subordinated Debt (NVCC
3
)
A
6 of 23
 
AT1 Perpetual Debt (NVCC
3
)
BBB+
8 of 23
 
Limited
 
Recourse
 
Capital
 
Notes
(NVCC
3
)
BBB+
8 of 23
 
Preferred Shares (NVCC
3
)
BBB+
8 of 23
 
Outlook
Negative
 
 
Rating
Rank*
DBRS Morningstar
Legacy Senior Debt
1
AA
3 of 23
 
Senior Debt
2
AA (low)
4 of 23
 
Short Term
 
Debt (Deposits)
R-1 (high)
1 of 11
 
Legacy
 
Subordinated
 
Debt
 
(non-
NVCC
3
)
A (high)
5 of 23
 
Tier 2 Subordinated Debt (NVCC
3
)
A (low)
7 of 23
 
AT1 Perpetual Debt (NVCC
3
)
–
–
 
Limited
 
Recourse
 
Capital
 
Notes
(NVCC
3
)
BBB (high)
8 of 23
 
Preferred Shares (NVCC
3
)
Pfd-2
5 of 17
 
Outlook
Stable
* Relative rank of each rating within the rating
 
agency's overall classification system.
 
Notes:
 
1.
 
Includes: (a) Senior
 
debt issued prior
 
to September 23,
 
2018; and (b)
 
Senior debt issued
 
on or after
 
September 23, 2018
which is excluded from the bank recapitalization
 
"bail-in" regime.
 
2.
 
Subject to conversion under the bank recapitalization
 
"bail-in" regime.
3.
 
Non-Viability Contingent Capital.
Credit ratings are not
 
recommendations to purchase,
 
sell or hold a
 
financial obligation in
 
as much as they
do not
 
comment
 
on market
 
price or
 
suitability for
 
a particular
 
investor.
 
Ratings are
 
subject to
 
revision or
withdrawal at
 
any time
 
by the
 
rating agency.
 
Credit ratings
 
and outlooks
 
provided by
 
the rating
 
agencies
reflect their views and are subject to change from time to time, based on a number of factors, including the
Bank’s
 
financial
 
strength,
 
capital
 
adequacy,
 
competitive
 
position,
 
asset
 
quality,
 
business
 
mix,
 
corporate
governance and risk management, the level and quality of our earnings and liquidity,
 
as well as factors not
entirely within the Bank’s
 
control, including the
 
methodologies used by
 
the rating agencies
 
and conditions
affecting the overall financial services industry.
As is common
 
practice, the Bank
 
has made payments
 
in the ordinary
 
course to the
 
rating agencies
 
listed
above in connection with the assignment of ratings on the securities of the Bank. In
 
addition, the Bank has
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 13 -
made customary payments in
 
respect of certain other
 
services provided to
 
the Bank by
 
the applicable rating
agencies during the last two years.
A definition of the categories of each
 
rating as at October 31, 2025
 
has been obtained from the respective
rating agency’s
 
website and
 
is outlined
 
in Appendix
 
B, and
 
a more
 
detailed explanation
 
may be
 
obtained
from the applicable
 
rating agency.
 
We note
 
that the definition
 
of the ratings
 
categories for
 
the respective
rating agencies are provided
 
solely in order to
 
satisfy requirements of Canadian
 
law and do not
 
constitute
an endorsement by
 
the Bank of
 
the ratings categories
 
or of the
 
application by the
 
respective rating agencies
of their criteria and analyses.
 
MARKET FOR SECURITIES OF THE BANK
The
 
Bank’s
 
common
 
shares
 
are
 
listed
 
on
 
the
 
Toronto
 
Stock
 
Exchange
 
(TSX)
 
and
 
the
 
New
 
York
 
Stock
Exchange (NYSE) under the trading symbol "TD". Except for the Class A First Preferred Shares, Series 26
(NVCC), the Class A First Preferred Shares, Series 29 (NVCC), the Class A First Preferred Shares, Series
30 (NVCC),
 
the
 
Class
 
A First
 
Preferred
 
Shares,
 
Series
 
31 (NVCC),
 
the
 
Class
 
A
 
First
 
Preferred
 
Shares,
Series 32
 
(NVCC), the Class
 
A First
 
Preferred Shares, Series
 
33 (NVCC),
 
the Non-Cumulative 5-Year Fixed
Rate
 
Reset
 
Preferred
 
Shares,
 
Series
 
27,
 
and
 
the
 
Non-Cumulative
 
5-Year
 
Fixed
 
Rate
 
Reset
 
Preferred
Shares, Series 28 which are not listed on
 
an exchange, the Bank’s Preferred Shares are listed on the TSX.
Trading Price and Volume
 
Trading
 
price and
 
volume of
 
the Bank’s
 
outstanding securities
 
on the
 
TSX in
 
the past
 
year are
 
set out
 
in
the tables below:
 
COMMON SHARES
Nov.
2024
Dec.
2024
Jan.
2025
Feb.
2025
Mar.
2025
Apr.
2025
May
2025
Jun.
2025
Jul.
2025
Aug.
2025
Sept.
2025
Oct.
2025
High ($)
Low ($)
 
Vol.('000)
73.92
73.23
4,837
75.87
74.61
9,912
73.49
72.88
18,507
80.66
76.43
12,187
84.43
83.09
5,090
83.71
81.95
16,865
86.81
85.65
4,321
93.22
92.65
3,317
99.46
98.65
11,011
99.37
98.58
5,710
101.92
100.90
3,117
111.55
110.28
8,010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 14 -
PREFERRED SHARES
Nov.
2024
Dec.
2024
Jan.
2025
Feb.
2025
Mar.
2025
Apr.
2025
May
2025
Jun.
2025
Jul.
2025
Aug.
2025
Sept.
2025
Oct.
2025
Series 1
High ($)
 
Low ($)
Vol.('000)
21.78
21.65
8
21.86
21.81
37
22.28
22.28
-
23.63
23.33
86
23.92
23.88
25
23.66
23.63
1
23.21
23.16
7
23.51
23.37
134
23.78
23.65
8
24.54
24.45
4
24.70
24.61
17
24.84
24.79
11
Series 5
High ($)
 
Low ($)
Vol.('000)
22.96
22.89
3
23.97
23.83
9
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Series 7
High ($)
 
Low ($)
Vol.('000)
23.51
23.50
1
23.68
23.68
-
24.16
24.15
27
24.03
23.80
15
24.36
24.30
2
24.43
24.35
2
24.54
24.50
2
24.74
24.71
1
24.95
24.93
13
-
-
-
-
-
-
-
-
-
Series 9
High ($)
 
Low ($)
Vol.('000)
23.24
23.08
4
23.47
23.46
2
-
-
-
23.91
23.57
7
24.00
24.00
-
24.05
24.01
5
24.41
24.25
45
24.38
24.37
1
24.73
24.69
5
24.80
24.67
8
24.87
24.82
35
24.95
24.95
97
Series 16
High ($)
 
Low ($)
Vol.('000)
24.23
24.16
2
24.33
24.25
10
-
-
-
24.82
24.13
17
24.68
24.65
1
-
-
-
24.82
24.75
3
25.19
25.10
24
25.91
25.86
2
25.95
25.80
4
25.68
25.52
2
25.77
25.67
3
Series 18
High ($)
 
Low ($)
Vol.('000)
23.63
23.49
12
23.81
23.74
4
24.00
23.81
7
24.34
24.00
10
24.49
24.39
2
-
-
-
24.63
24.50
4
24.79
24.79
1
25.05
25.03
1
25.25
25.21
-
25.15
25.12
4
25.55
25.41
9
Prior Sales
 
In the
 
most recently
 
completed financial
 
year,
 
the Bank
 
issued the
 
following shares
 
that are
 
not listed
 
or
quoted on a marketplace:
 
Issue Price
Number of Securities Issued
Date of Issue
Class A First Preferred Shares,
Series 32 (NVCC)
$1,000
750,000
December
 
16,
2024
Class A First Preferred Shares,
Series 33 (NVCC)
US$1,000
750,000
September
 
19,
2025
The above preferred shares were
 
issued in connection with the issuance
 
of limited recourse capital notes.
 
For further
 
information on
 
the Bank's
 
issuance of
 
limited recourse capital
 
notes and
 
the associated preferred
shares, please see Note
 
19 of the Annual
 
Financial Statements for the
 
year ended October 31,
 
2025, which
notes are incorporated by reference in this AIF.
ESCROWED
 
SECURITIES
 
AND
 
SECURITIES
 
SUBJECT
 
TO
 
CONTRACTUAL
 
RESTRICTIONS
 
ON
TRANSFER
 
In
 
connection
 
with
 
each
 
issuance
 
of
 
LRCNs,
 
the
 
Bank
 
also
 
concurrently
 
issues
 
Preferred
 
Shares
 
(see
"Limited Resource Capital Notes" for additional information).
 
Each LRCN Preferred Share Series is held in
the Limited
 
Recourse Trust.
 
Pursuant to
 
the Amended
 
and Restated
 
Declaration of
 
Trust
 
for the
 
Limited
Recourse Trust and the share provisions for
 
each LRCN Preferred Share Series, the
 
Trustee of the Limited
Recourse Trust will only deliver
 
the LRCN Preferred Shares to holders of
 
LRCNs under certain prescribed
circumstances.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 15 -
Securities Subject to Contractual Restriction on Transfer
 
as at October 31, 2025
Designation of Class
Number of Securities that
 
are Subject to
a Contractual Restriction on Transfer
1
Percentage of Class
Class A First Preferred
Shares, Series 26 (NVCC)
1,750,000
100%
Class A First Preferred
Shares, Series 29 (NVCC)
1,500,000
100%
Class A First Preferred
Shares, Series 30 (NVCC)
1,750,000
100%
Class A First Preferred
Shares, Series 31 (NVCC)
750,000
100%
Class A First Preferred
Shares, Series 32 (NVCC)
750,000
100%
Class A First Preferred
Shares, Series 33 (NVCC)
750,000
100%
1
 
The contractual restriction on transfer will remain in
 
place for so long as such shares are held
 
in the Limited Recourse Trust.
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Board Committees of the Bank
The following
 
table sets
 
forth, as
 
at December
 
3, 2025,
 
the directors
 
of the
 
Bank,
 
their present
 
principal
occupation and business, municipality of residence and the
 
date each became a director of the Bank.
Director Name
Principal Occupation & Municipality of Residence
Director Since
Ayman Antoun
Corporate Director, and former
 
President, IBM Americas
Oakville, Ontario, Canada
April 2024
Ana Arsov
Corporate Director, and former
 
Global Co-Head of Financial
Institutions and Global Head of Private Credit, Moody’s
 
Ratings
Greenwich, CT,
 
USA
April 2025
Cherie L. Brant
Partner, Borden Ladner Gervais
 
LLP
Tyendinaga Mohawk Territory,
 
Ontario, Canada
August 2021
Raymond C. Chun
Group President and Chief Executive Officer
 
The Toronto
 
-Dominion Bank
 
Oakville, Ontario, Canada
November 2024
Elio R. Luongo
Corporate Director, and former
 
Chief Executive Officer and Senior Partner,
KPMG Canada
Burnaby, BC, Canada
April 2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 16 -
John B. MacIntyre
Board Chair, The Toronto
 
-Dominion Bank
Corporate Director, and
 
Partner Emeritus, Birch Hill Equity Partners
Toronto,
 
Ontario, Canada
August 2023
Keith G. Martell
Corporate Director, and former
 
President & Chief Executive Officer,
First Nations Bank of Canada
Eagle Ridge, Saskatchewan, Canada
August 2023
Nathalie M. Palladitcheff
Corporate Director, and former
 
Chief Executive Officer,
 
Ivanhoé Cambridge
Montreal, Quebec, Canada
April 2025
Frank J. Pearn
Corporate Director and Former Global Chief Compliance
 
Officer, JPMorgan
Chase & Co.
 
Naples, FL, USA
August 2025
S. Jane Rowe
Corporate Director, and former
 
Vice Chair, Investments,
 
Ontario Teachers'
 
Pension Plan Board
Toronto,
 
Ontario, Canada
April 2020
Nancy G. Tower
Corporate Director, and former
 
President & Chief Executive Officer,
 
Tampa
 
Electric Company
Halifax, Nova Scotia, Canada
June 2022
Ajay K. Virmani
Executive Chairman, Cargojet Inc.
Oakville, Ontario, Canada
August 2022
Mary A. Winston
Corporate Director, and former
 
public-company Chief Financial Officer
Charlotte, NC, USA
August 2022
Paul C. Wirth
Corporate Director, and former
 
Deputy Chief Financial Officer,
 
and Global
Controller and Chief Accounting Officer,
 
Morgan Stanley
New Vernon, NJ, USA
April 2025
Except as disclosed below,
 
all directors have had the same principal occupation for
 
the past five years.
Prior to commencing his
 
current role as Chief
 
Executive Officer on
 
February 1, 2025, Mr.
 
Chun was Chief
Operating Officer,
 
TD Bank
 
Group from
 
November 1,
 
2024 to
 
January 31,
 
2025, Group
 
Head, Canadian
Personal
 
Banking, TD
 
Bank Group
 
from December
 
11,
 
2023 to
 
October
 
31,
 
2024, Group
 
Head,
 
Wealth
Management and TD
 
Insurance, TD Bank
 
Group from January
 
1, 2022 to
 
December 10, 2023,
 
Executive
Vice
 
President,
 
Direct
 
Investing,
 
Business
 
Architecture
 
and
 
Delivery,
 
TD
 
Wealth
 
from
 
June
 
14,
 
2021
 
to
December 31, 2021, and Executive
 
Vice President, President and
 
CEO, TD Insurance from May 23,
 
2019
to June 13, 2021.
 
Ms. Arsov was the Managing Director of Moody's Investor
 
Service/Moody's Ratings until February 2025.
Mr.
 
MacIntyre was
 
a Partner
 
at Birch
 
Hill Equity
 
Partners prior
 
to December
 
1, 2024.
 
Mr.
 
MacIntyre has
also been a Director of Park Lawn Corporation since August 9,
 
2024.
Mr.
 
Martell
 
was
 
former
 
Director,
 
President
 
and
 
Chief
 
Executive
 
Officer
 
of First
 
Nations
 
Bank
 
of
 
Canada
prior to May 2023 and continued in an advisory role until July
 
30, 2023.
 
 
 
 
 
 
 
 
 
- 17 -
Mr. Luongo was the Chief
 
Executive Officer and Senior Partner of KPMG LLP
 
until September 2024.
Ms. Palladitcheff was the Chief Executive Officer
 
of Ivanhoe Cambridge until April 2024.
Mr.
 
Pearn was
 
Chief Compliance
 
Officer of
 
JP Morgan
 
Chase until
 
April 2023,
 
and was
 
a Consultant
 
for
Francis J. Pearn LLC until January 2025.
Ms. Rowe was Vice Chair,
 
Investments of the Ontario Teachers'
 
Pension Plan Board ("Ontario Teachers")
prior to August 1, 2023. Ms.
 
Rowe was Executive Managing Director
 
and head of the Equities
 
department
of Ontario Teachers'
 
prior to October 1, 2020.
 
Ms. Tower
 
was President and Chief Executive Officer
 
of Tampa
 
Electric Company prior to May 2021.
Mr. Wirth was Deputy Chief
 
Financial Officer of Morgan Stanley until December
 
2020.
 
Each director will hold office until the next annual meeting of shareholders of the Bank, which is scheduled
for April 16,
 
2026. More detailed
 
information concerning
 
the nominees
 
proposed for election
 
as directors,
as well as those
 
not standing for re-election, will be
 
provided in the management proxy circular of
 
the Bank.
The following table sets
 
forth the Committees of
 
the Bank’s Board, the
 
members of each Committee
 
as at
December 3, 2025 and each Committee’s key responsibilities.
 
Committee
Members
Key Responsibilities
Corporate
Governance
Committee
Cherie L. Brant (Chair)
John B. MacIntyre
Nathalie M.
Palladitcheff
Nancy G. Tower
Mary A. Winston
 
Responsible for corporate governance of the Bank:
 
 
●
 
Identify
 
individuals
 
qualified
 
to
 
become
 
Board
 
members
and
 
recommend
 
to
 
the
 
Board
 
the
 
director
 
nominees
 
for
the next annual meeting of shareholders and recommend
candidates
 
to
 
fill
 
vacancies
 
on
 
the
 
Board
 
that
 
occur
between meetings of shareholders;
●
 
Develop and recommend
 
to the Board
 
a set of
 
corporate
governance
 
principles,
 
including
 
a
 
code
 
of
 
conduct
 
and
ethics, aimed at fostering a healthy governance culture at
the Bank;
●
 
Satisfy itself that the Bank communicates effectively, both
proactively and responsively,
 
with its shareholders,
 
other
interested parties and the public;
●
 
Oversee
 
the
 
Bank's
 
alignment
 
with
 
its
 
purpose
 
and
 
its
strategy,
 
performance
 
and
 
reporting
 
on
 
corporate
responsibility for sustainability matters;
 
●
 
Oversee subsidiary
 
governance for
 
the Bank
 
enterprise-
wide;
●
 
Provide oversight of enterprise
 
-wide conduct risk and
 
act
as the conduct review committee for the Bank and
 
certain
of
 
its
 
Canadian
 
subsidiaries
 
that
 
are
 
federally-regulated
financial institutions;
●
 
Oversee the establishment
 
and maintenance of
 
policies in
respect
 
of
 
the
 
Bank's
 
compliance
 
with
 
the
 
consumer
protection
 
provisions
 
of
 
the
 
Financial
 
Consumer
Protection Framework; and
●
 
Oversee the evaluation
 
of the
 
Board and its
 
Committees.
 
 
 
 
 
 
 
- 18 -
Human
Resources
Committee
Ayman Antoun (Chair)
John B. MacIntyre
Nathalie M.
Palladitcheff
Frank J. Pearn
Ajay K. Virmani
 
Responsible
 
for the
 
CEO’s
 
performance
 
evaluation,
 
and
CEO
 
and
 
senior
 
officer
 
compensation
 
and
 
succession
planning:
 
●
 
Discharge,
 
and
 
assist
 
the
 
Board
 
in
 
discharging,
 
the
responsibility of
 
the Board
 
relating to
 
leadership, human
capital management
 
and compensation,
 
as set
 
out in
 
its
charter;
●
 
Set
 
corporate
 
goals
 
and
 
objectives
 
for
 
the
 
CEO,
 
and
regularly measure
 
the CEO’s
 
performance against
 
these
goals and objectives;
●
 
Recommend compensation
 
for the CEO
 
to the Board
 
for
approval,
 
and
 
review
 
and
 
approve
 
compensation
 
for
certain senior officers;
●
 
Monitor the Bank's compensation strategy, plans, policies
and practices
 
for alignment
 
to the
 
Financial Stability Board
Principles
 
for
 
Sound
 
Compensation
 
Practices
 
and
Implementation
 
Standards,
 
including
 
the
 
appropriate
consideration of risk;
●
 
Oversee
 
a
 
robust
 
talent
 
planning
 
and
 
development
process, including review and approval of
 
the succession
plans for the senior
 
officer positions and
 
heads of control
functions;
●
 
Review and recommend
 
the CEO succession
 
plan to the
Board for approval;
●
 
Produce a report on
 
compensation, which is
 
published in
the
 
Bank’s
 
annual
 
proxy
 
circular,
 
and
 
review,
 
as
appropriate,
 
any
 
other
 
related
 
major
 
public
 
disclosures
concerning compensation; and
●
 
Oversee
 
the
 
strategy,
 
design
 
and
 
management
 
of
 
the
Bank's
 
employee
 
pension,
 
retirement
 
savings
 
and
benefit plans.
Risk
Committee
Keith G. Martell (Chair)
Ana Arsov
Cherie L. Brant
Elio R. Luongo
Frank J. Pearn
Paul C. Wirth
 
Overseeing management of the Bank's risk profile:
 
●
 
Approve
 
the
 
Enterprise
 
Risk
 
Framework
 
("ERF")
 
and
related
 
risk
 
category
 
frameworks
 
and
 
policies
 
that
establish the
 
appropriate approval levels
 
for decisions
 
and
other
 
measures
 
to
 
manage
 
risk
 
to
 
which
 
the
 
Bank
 
is
exposed;
●
 
Review
 
and
 
recommend
 
the
 
Bank’s
 
Enterprise
 
Risk
Appetite Statement
 
for approval
 
by the
 
Board and
 
oversee
the Bank’s risks as set out in the ERF;
●
 
Review the Bank’s
 
risk profile and
 
performance against its
 
Risk Appetite; and
●
 
Provide
 
a
 
forum
 
for
 
a
 
comprehensive
 
analysis
 
of
 
an
enterprise view of risk including
 
consideration of trends,
and current and emerging risks.
 
 
 
 
 
 
 
- 19 -
Audit
Committee
Nancy G. Tower*
(Chair)
Elio R. Luongo*
Nathalie M.
Palladitcheff*
S. Jane Rowe*
Mary A. Winston*
Paul C. Wirth*
 
Supervising
 
the
 
quality
 
and
 
integrity
 
of
 
the
 
Bank’s
financial reporting and compliance requirements:
 
●
 
Oversee reliable, accurate and
 
clear financial reporting to
shareholders;
●
 
Oversee
 
the
 
effectiveness
 
of internal
 
controls,
 
including
internal controls over financial reporting;
●
 
Recommend to
 
the Board
 
the external
 
auditor to
 
be put
forward
 
for
 
approval
 
by
 
the
 
shareholders
 
and
 
the
compensation and
 
terms
 
of engagement
 
of the
 
external
auditor for approval by the Board;
●
 
Oversee
 
the
 
work
 
of
 
the
 
external
 
auditor,
 
including
requiring
 
the
 
external
 
auditor
 
to
 
report
 
directly
 
to
 
the
Committee;
●
 
Review
 
reports
 
from
 
the
 
external
 
auditor,
 
chief
 
financial
officer,
 
chief
 
auditor,
 
chief
 
compliance
 
officer,
 
and
 
chief
anti-money
 
laundering
 
officer,
 
and
 
evaluate
 
the
effectiveness and independence of each;
●
 
Oversee the
 
establishment
 
and
 
maintenance
 
of policies
and
 
programs
 
reasonably
 
designed
 
to
 
achieve
 
and
maintain
 
the
 
Bank's
 
compliance
 
with
 
the
 
laws
 
and
regulations that apply to it; and
●
 
Act as the Audit Committee for certain subsidiaries of the
Bank that are federally regulated financial institutions.
 
Remediation
Committee
(Ad Hoc)
S. Jane Rowe (Chair)
Ana Arsov
Keith G. Martell
Frank J. Pearn
Nancy G. Tower
Overseeing the Bank's compliance with the
requirements of certain regulatory enforcement-related
orders and agreements, on an Enterprise-wide basis:
●
 
Receive regular reports from management detailing the
form and manner of all actions taken by the
management across the first, second, and third lines
 
of
defense, in response to the enforcement-related
requirements and commitments.
●
 
Review and assess whether the remediation teams have
sufficient financial and managerial resources,
processes, personnel, technology,
 
and control systems
to implement and sustain the remediation activities
necessary to address the enforcement-related
requirements.
●
 
Oversee and challenge, through management reports to
the Committee, the timely progress, implementation and
sustainability
 
of
 
required
 
remediation
 
activities,
 
as
 
well
as the transition to
 
business-as-usual from an enterprise
perspective,
 
including
 
oversight
 
of
 
the
 
sustainable
implementation
 
of
 
transformation
 
initiatives
 
and
improvements
 
in
 
each
 
applicable
 
business
 
and
corporate segment.
*Designated Audit Committee Financial Expert
Audit Committee
 
The Audit Committee
 
of the Board
 
of Directors
 
of the
 
Bank operates
 
under a
 
written charter
 
that sets
 
out
its responsibilities and composition requirements. A copy of the charter is attached to this AIF as Appendix
“C”. The Committee charter requires
 
all members to be financially
 
literate or be willing and
 
able to acquire
 
- 20 -
the necessary
 
knowledge quickly.
 
“Financially literate”
 
means the
 
ability to
 
read and
 
understand financial
statements
 
that
 
present
 
a
 
breadth
 
and
 
level
 
of
 
complexity
 
of
 
accounting
 
issues
 
that
 
are
 
generally
comparable to
 
the breadth
 
and complexity
 
of the issues
 
that can reasonably
 
be expected
 
to be raised
 
by
the Bank’s financial statements.
In addition,
 
the Committee
 
charter contains
 
independence
 
requirements applicable
 
to each
 
member and
each member currently meets those requirements. Specifically, the charter provides that no member of the
Committee may be
 
an officer or
 
retired officer
 
of the Bank and
 
every member shall
 
be independent of
 
the
Bank within the meaning
 
of all applicable laws,
 
rules and regulations, including those
 
particularly applicable
to audit committee
 
members and
 
any other
 
relevant consideration
 
as determined
 
by the
 
Board, including
the
 
Bank’s
 
Director
 
Independence
 
Policy
 
(a
 
copy
 
of
 
which
 
is
 
available
 
on
 
the
 
Bank’s
 
website
 
at
www.td.com
).
As
 
indicated
 
in
 
the
 
table
 
above,
 
the
 
members
 
of
 
the
 
Committee
 
are:
 
Nancy
 
G.
 
Tower
 
(Chair),
 
Elio
 
R.
Luongo, Nathalie M. Palladitcheff, S. Jane Rowe, Mary A.
 
Winston,
 
and Paul C. Wirth. The members of
 
the
Audit
 
Committee
 
bring
 
significant
 
skills
 
and
 
experience
 
to
 
their
 
responsibilities,
 
including
 
academic
 
and
professional
 
experience
 
in
 
accounting,
 
business
 
and
 
finance.
 
The
 
Board
 
has
 
determined
 
that
 
each
 
of
Messrs.
 
Luongo
 
and
 
Wirth,
 
and
 
Mses.
 
Palladitcheff,
 
Rowe,
 
Tower
 
and
 
Winston
 
has the
 
attributes
 
of
 
an
Audit Committee Financial Expert as
 
defined in the U.S. Sarbanes-Oxley
 
Act; all Committee members are
financially literate and independent
 
under the applicable listing
 
standards of the New
 
York Stock Exchange,
the Committee charter, the Bank’s
 
Director Independence Policy and the corporate governance guidelines
of the Canadian Securities Administrators.
The following sets out the
 
education and experience of
 
each director relevant to the
 
performance of his or
her duties as a member of the Committee:
 
Elio R.
 
Luongo
 
is a
 
Corporate
 
Director.
 
He
 
is the
 
former
 
Chief
 
Executive Officer
 
and
 
Senior Partner
 
of
KPMG
 
Canada.
 
Mr.
 
Luongo
 
holds
 
a
 
Bachelor
 
of
 
Business
 
Administration,
 
Economics
 
and
 
an
 
honorary
Doctor
 
of
 
Laws
 
degree
 
from
 
Simon
 
Fraser
 
University
 
in
 
Burnaby,
 
British
 
Columbia.
 
He
 
is
 
a
 
Chartered
Professional Accountant and has been recognized
 
for his distinguished service as a Fellow of
 
the Institute
of Chartered
 
Professional Accountants. Mr. Luongo
 
is one
 
of the
 
Bank’s Audit Committee
 
Financial Experts.
Nathalie
 
M. Palladitcheff
is a
 
Corporate
 
Director.
 
She
 
is the
 
former
 
Chief
 
Executive
 
Officer
 
of Ivanhoé
Cambridge,
 
the
 
real
 
estate
 
subsidiary
 
of Caisse
 
de dépôt
 
et placement
 
du
 
Québec
 
(CDPQ),
 
and
 
was
 
a
member
 
of the
 
CDPQ
 
executive
 
and
 
investment
 
committees.
 
She
 
is a
 
member
 
of the
 
board
 
of Canada
Steamship Lines (CSL) (non-public company), Mission
 
Committee Chair of FREY,
 
and her previous board
memberships include Credit Agricole Corporate and Investment Bank from 2013 to 2015. Ms. Palladitcheff
is a graduate of the Burgundy School of
 
Business and holds a Diplôme d’Études
 
Supérieures Comptables
et Financières (DESCF). Ms. Palladitcheff is one of
 
the Bank’s Audit Committee Financial Experts.
S. Jane Rowe
is a Corporate Director.
 
Ms. Rowe is the former Vice Chair,
 
Investments, Ontario Teachers
and
 
was
 
formerly
 
the
 
Executive
 
Managing
 
Director,
 
Equities,
 
Ontario
 
Teachers.
 
Prior
 
to
 
joining
 
Ontario
Teachers
 
in 2010,
 
Ms. Rowe
 
held several
 
senior
 
executive
 
management
 
roles at
 
Scotiabank
 
during her
tenure. Ms. Rowe
 
previously served
 
as Chair of
 
the Audit Committee
 
of Sierra Wireless.
 
Ms. Rowe holds
an
 
undergraduate
 
degree
 
in
 
commerce
 
from
 
the
 
Memorial
 
University
 
of
 
Newfoundland
 
and
 
a
 
Master’s
degree in business administration from the Schulich School of Business, York
 
University. Ms. Rowe
 
is one
of the Bank’s Audit Committee Financial Experts.
Nancy G.
 
Tower
 
is Chair
 
of the
 
Bank's Audit
 
Committee.
 
Ms. Tower
 
is a
 
Corporate Director.
 
She is
 
the
former President
 
and
 
Chief Executive
 
Officer
 
of Tampa
 
Electric Company,
 
which
 
is a
 
U.S.
 
subsidiary
 
of
Emera Inc. Ms. Tower
 
held a number of
 
senior roles at Emera
 
Inc. and its subsidiaries,
 
including as Chief
Corporate
 
Development
 
Officer,
 
Chief
 
Financial
 
Officer,
 
and
 
Chief
 
Executive
 
Officer
 
of
 
Emera
Newfoundland and Labrador.
 
Ms. Tower
 
also serves as a member of
 
the Audit Committee of AltaGas
 
Ltd.
Ms.
 
Tower
 
holds
 
a
 
Bachelor
 
of
 
Commerce
 
from
 
Dalhousie
 
University
 
in
 
Halifax,
 
Nova
 
Scotia
 
and
 
is
 
a
Chartered Professional
 
Accountant, a
 
Chartered Accountant,
 
and a
 
Fellow of
 
the Chartered
 
Professional
Accountants of Nova Scotia. Ms. Tower
 
is one of the Bank’s Audit Committee Financial
 
Experts.
- 21 -
Mary
 
A.
 
Winston
 
is
 
a
 
Corporate
 
Director
 
and
 
former
 
public-company
 
Chief
 
Financial
 
Officer
 
of
 
Family
Dollar Stores, Inc., Giant Eagle, Inc. and Scholastic Corp., and while serving as a board member, was also
interim CEO of Bed Bath and Beyond Inc. Ms. Winston serves
 
as the Chair of the Audit Committees of TD
Group U.S. Holdings LLC, TD Bank U.S. Holding Company,
 
TD Bank, N.A., TD Bank USA, N.A.
 
She is the
Chair of
 
the Audit
 
Committee of
 
Chipotle Mexican
 
Grill Inc,
 
and sits
 
on the
 
board of
 
Northrup Grumman.
Ms. Winston previously served as the Chair of the Audit Committee of Dover Corp. from 2008 to 2018. Ms.
Winston
 
holds
 
a
 
Bachelor's
 
Degree
 
in
 
Accounting
 
from
 
the
 
University
 
of
 
Wisconsin,
 
an
 
MBA
 
from
Northwestern
 
University's
 
Kellogg
 
School
 
of
 
Management,
 
and
 
is
 
a
 
Certified
 
Public
 
Accountant.
 
Ms.
Winston is one of the Bank’s Audit Committee Financial
 
Experts.
Paul C.
 
Wirth
 
is a
 
Corporate Director. He is
 
the former Deputy
 
Chief Financial Officer, and
 
Global Controller
and Chief Accounting
 
Officer of
 
Morgan Stanley.
 
Prior to his
 
15-year career at
 
Morgan Stanley,
 
Mr. Wirth
also served as
 
National Managing
 
Partner — Banking
 
and Finance Practice
 
for Deloitte &
 
Touche
 
LLP in
the U.S. He holds
 
a Bachelor of Science in
 
Accounting from St. John’s University in
 
Queens, New York and
is a Certified Public Accountant. Mr.
 
Wirth is one of the Bank’s Audit Committee Financial
 
Experts.
Additional Information Regarding the Audit Committee
 
and External Auditor
 
The Audit
 
Committee oversees the
 
financial reporting process
 
at the
 
Bank, including
 
the work
 
of the
 
external
auditor, currently Ernst & Young LLP (“EY”). EY is responsible for planning and carrying out, in accordance
with professional standards,
 
an audit of
 
the Bank's annual
 
financial statements
 
and reviews of
 
the Bank's
quarterly financial statements.
The Audit
 
Committee is
 
responsible for
 
the annual
 
recommendation
 
of the
 
appointment and
 
oversight of
the
 
external
 
auditor.
 
The
 
Audit
 
Committee
 
assesses
 
the
 
performance
 
and
 
qualification
 
of
 
the
 
external
auditor
 
and
 
submits
 
its
 
recommendation
 
for
 
appointment,
 
or
 
reappointment,
 
to
 
the
 
Board
 
for
recommendation to the shareholders. The external
 
auditor is then appointed by
 
the shareholders, who vote
on this matter at the Annual General Meeting.
At least annually, the Audit Committee evaluates the performance, qualifications, skills, resources (amount
and
 
type),
 
and
 
independence
 
of
 
the
 
external
 
auditor,
 
including
 
the
 
lead
 
partner,
 
in
 
order
 
to
 
support
 
the
Board in reaching
 
its recommendation
 
to appoint
 
the external auditor.
 
This annual
 
evaluation includes
 
an
assessment
 
of
 
audit
 
quality
 
and
 
service
 
considerations
 
such
 
as:
 
auditor
 
independence,
 
objectivity
 
and
professional
 
skepticism;
 
quality
 
of
 
the
 
engagement
 
team;
 
monitoring
 
of
 
the
 
partner
 
rotation
 
timing;
 
and
quality
 
of
 
the
 
communication
 
and
 
service
 
provided
 
by
 
the
 
external
 
auditor.
 
In
 
the
 
evaluation,
 
the
 
Audit
Committee considers
 
the nature
 
and extent
 
of communications
 
received from
 
the external
 
auditor during
the year, the responses
 
from management and the Audit
 
Committee to an annual questionnaire regarding
the performance of, and interactions with, the external auditor.
EY was
 
appointed
 
as the
 
external
 
auditor
 
for
 
the
 
year
 
ended October
 
31,
 
2025, in
 
accordance
 
with
 
the
Bank Act and the recommendation
 
by the Audit Committee and
 
has been the Bank’s
 
sole external auditor
beginning with the year ended October 31, 2006. Prior to 2006,
 
EY acted as joint auditors of the Bank.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 22 -
Executive Officers of the Bank
 
As at December 3, 2025, the following individuals are executive
 
officers of the Bank:
 
Executive Officer
Principal Occupation
Municipality of
Residence
Ajai
K. Bambawale
Group Head and Chief Risk Officer,
 
TD Bank Group
Toronto,
 
Ontario,
Canada
Melanie Burns
Senior Executive Vice President and Chief Human
Resources Officer
Toronto,
 
Ontario,
Canada
Raymond Chun
Group President and Chief Executive Officer,
 
TD
Bank Group
Oakville, Ontario,
Canada
Paul Clark
Senior Executive Vice President, Wealth
Management
Toronto,
 
Ontario,
Canada
Simon Fish
Senior Executive Vice President and General
Counsel
Toronto,
 
Ontario,
Canada
Barbara Hooper
Group Head, Canadian Business Banking, TD Bank
Group
Etobicoke,
Ontario, Canada
Sona Mehta
Group Head, Canadian Personal Banking, TD Bank
Group
Brampton,
Ontario, Canada
Michelle Myers
Senior Vice President and Chief Auditor
Toronto,
 
Ontario,
Canada
Leovigildo Salom
Group Head US Retail, TD Bank Group and
President and CEO, TD Bank, America's Most
Convenient Bank®
Miami, Florida,
U.S.A.
Vlad Shpilsky
Senior Executive Vice President, Global Technology
and Solutions
Short Hills, New
Jersey, U.S.A.
Taylan
 
Turan
Senior Executive Vice President and Chief
Operating Officer
Toronto,
 
Ontario,
Canada
Kelvin Tran
Group Head and Chief Financial Officer,
 
TD Bank
Group
Markham,
Ontario, Canada
Tim Wiggan
Group Head, Wholesale Banking, TD Bank Group
and President and CEO of TD Securities
Toronto,
 
Ontario,
Canada
Except as disclosed
 
below,
 
all executive officers
 
have had the
 
same principal occupation
 
for the past
 
five
years.
Prior to commencing
 
his current role
 
as Group Head
 
and Chief Risk
 
Officer,
 
TD Bank Group
 
on February
1, 2018, Mr. Bambawale
 
was Executive Vice President, TD
 
Bank Group, and Chief Risk Officer,
 
TD Bank,
America's Most Convenient Bank® from September 18,
 
2014 to January 31, 2018.
 
Prior to commencing her current
 
role as Executive Vice
 
President and Chief Human Resources
 
Officer on
May 1,
 
2024, Ms.
 
Burns was
 
Executive Vice
 
President and
 
Deputy Chief
 
Human Resources
 
Officer from
June 5, 2023 to April
 
30, 2024, and Senior Vice
 
President, Human Resources, Talent
 
from June 13, 2011
to June 4, 2023.
Prior to commencing his current role as Group President and Chief Executive Officer
 
,
 
TD Bank Group , Mr
Chun was
 
the Chief
 
Operating Officer,
 
TD Bank
 
Group from
 
November 1,
 
2024 to
 
February 1,
 
2025, Mr.
Chun was Group Head, Canadian Personal Banking, TD Bank Group from December 11,
 
2023 to October
31, 2024, Group
 
Head, Wealth
 
Management and TD
 
Insurance, TD
 
Bank Group from
 
January 1, 2022
 
to
December 10,
 
2023, Executive
 
Vice
 
President, Direct
 
Investing,
 
Business Architecture
 
and Delivery,
 
TD
Wealth from June 14, 2021 to December 31,
 
2021, and Executive Vice President, President
 
and CEO, TD
Insurance from May 23, 2019 to June 13, 2021.
- 23 -
Prior
 
to
 
commencing
 
his
 
current
 
role
 
as
 
Senior
 
Executive
 
Vice
 
President,
 
Wealth
 
Management
 
on
November 1, 2024, Mr. Clark was Executive Vice President, Wealth Advice from June 14, 2021 to October
31, 2024, and Executive Vice President, Direct Investing,
 
TD Wealth from July 1, 2019 to June 13,
 
2021.
 
Mr. Fish
 
joined TD
 
Bank Group
 
on September
 
15, 2025
 
as Senior Executive
 
Vice President
 
and General
Counsel.
 
Previously, Mr. Fish served as
 
a Board
 
member of
 
SSR Mining
 
Inc. from
 
2023 to
 
2025, as
 
General
Counsel
 
Emeritus
 
&
 
Chair,
 
BMO
 
Climate
 
Institute
 
of
 
BMO
 
Financial
 
Group
 
from
 
2021
 
to
 
2023,
 
and
 
as
Executive-Vice President and General Counsel
 
of BMO Financial Group from 2008 to 2021.
Prior to
 
commencing
 
her current
 
role
 
as Group
 
Head,
 
Canadian
 
Business Banking,
 
TD Bank
 
Group, on
May
 
1,
 
2023,
 
Ms.
 
Hooper
 
was
 
Senior
 
Executive
 
Vice
 
President,
 
Treasury
 
and
 
Enterprise
 
Strategy
 
from
September 1, 2021 to April 30, 2023, and Executive Vice President, Treasury and Corporate Development
from January 23, 2017 to August 31, 2021.
 
Prior to commencing her current role as
 
Group
 
Head,
 
Canadian
 
Personal
 
Banking,
 
TD
 
Bank
 
Group
 
on
November
 
1,
 
2024,
 
Ms.
 
Mehta
 
was
 
Executive
 
Vice
 
President,
 
Real
 
Estate
 
Secured
 
Lending,
 
Everyday
Banking, Savings
 
and Investing, Canadian
 
Personal Banking from
 
November 20, 2023
 
to October 31,
 
2024,
Senior Vice President, Everyday Banking, Savings and Investing from May 9, 2022 to November 19, 2023,
Senior Vice President, Claims, Fraud,
 
Litigation and Vendor Management, TD Insurance from
 
February 10,
2020 to May 8, 2022, and Vice President, Risk Management from September 5, 2017 to February 9, 2020.
 
Prior to
 
starting
 
her
 
current
 
role
 
as
 
Senior
 
Vice
 
President
 
and
 
Chief
 
Auditor
 
on
 
December
 
9,
 
2024,
 
Ms.
Myers
 
was
 
the
 
Senior
 
Vice
 
President,
 
Controller
 
and
 
Chief
 
Accountant
 
from
 
December
 
1,
 
2023
 
to
December 8, 2024, and
 
Vice President, Finance,
 
and Deputy to the
 
Controller and Chief Accountant
 
from
September 1, 2022 to November 30, 2023.
Prior to commencing
 
his current role
 
as Group Head
 
US Retail,
 
TD Bank Group
 
and President and
 
CEO,
America's Most Convenient
 
Bank, on January 1,
 
2022, Mr.
 
Salom was Group Head,
 
Wealth Management
and TD Insurance, TD Bank Group from November 1,
 
2017 to December 31, 2021.
Prior to commencing his current role as
 
Senior Executive Vice President, Global Technology and Solutions
on January 31, 2025, Mr. Shpilsky was the Executive Vice President and
 
US Chief Information Officer from
October 28, 2024 to January 30, 2025.
Prior to commencing his
 
current role as
 
Group Head and Chief
 
Financial Officer on March
 
2, 2023, Mr. Tran
was Senior Executive Vice
 
President and Chief Financial
 
Officer from September 1, 2021
 
to March 1, 2023,
Executive
 
Vice
 
President,
 
Enterprise
 
Finance
 
from
 
May
 
27,
 
2021
 
until
 
August
 
31,
 
2021,
 
Senior
 
Vice
President, TD Bank Group
 
and Chief Financial Officer,
 
TD Bank, America's Most
 
Convenient Bank® from
August 1, 2019 to May 26, 2021.
 
Mr.
 
Turan
 
joined TD
 
Bank Group
 
on September
 
29, 2025
 
as Senior
 
Executive Vice
 
President and
 
Chief
Operating Officer.
 
Prior to starting his current role, Mr.
 
Turan held several roles
 
at HSBC. He was Head of
Integration, International Wealth
 
and Premier Banking from
 
January 2025 to July
 
31, 2025.
 
He was Chief
Executive
 
Officer,
 
Retail
 
Banking,
 
Wealth
 
and
 
Personal
 
Banking
 
from
 
April
 
2024
 
to
 
January
 
2025,
 
and
Group General Manager
 
of Global Head
 
of Retail Banking
 
and Strategy from
 
September 2020 to
 
May 2024.
 
Prior to
 
commencing his
 
current role
 
as Group
 
Head, Wholesale
 
Banking and
 
President and
 
CEO of
 
TD
Securities on
 
November 1,
 
2024, Mr.
 
Wiggan was
 
Group Head,
 
Wealth Management
 
and Insurance,
 
TD
Bank Group from December
 
11, 2023
 
to October 31, 2024,
 
Executive Vice
 
President, Vice Chair
 
and Co-
Head of Global
 
Investment Banking, TD
 
Securities from March
 
1, 2023 to
 
December 10,
 
2023, Executive
Vice President,
 
Vice Chair
 
and Co-Head
 
Global Markets,
 
TD Securities
 
from March
 
3, 2022
 
to February
28, 2023, Senior Vice President, Executive Managing Director
 
and Co-Head Global Markets, TD Securities
from January
 
2, 2022
 
to March 2,
 
2022, and
 
Senior Vice President
 
and Executive Managing
 
Director, Global
Equities and Commodities from November 1, 2016 to January
 
1, 2022.
- 24 -
Shareholdings of Directors and Executive Officers
 
To
 
the knowledge of the Bank, as
 
at October 31, 2025, the directors
 
and executive officers of the
 
Bank as
a
 
group
 
beneficially
 
owned,
 
directly
 
or
 
indirectly,
 
or
 
exercised
 
control
 
or
 
direction
 
over
 
an
 
aggregate
 
of
440,167
 
of
 
the
 
Bank’s
 
common
 
shares,
 
representing
 
approximately
 
0.03
 
%
 
of
 
the
 
Bank’s
 
issued
 
and
outstanding common shares on that date.
Additional Disclosure for Directors and Executive
 
Officers
To
 
the best of our
 
knowledge, having made
 
due inquiry,
 
the Bank confirms that,
 
as at December
 
3, 2025,
except as set out below:
(i)
 
no director or executive officer of
 
the Bank is, or was within the last
 
ten years, a director or officer
 
of
a company (including the Bank) that:
(a)
 
was subject to
 
an order (including
 
a cease trade
 
order or an
 
order similar to
 
a cease trade
 
or
an order
 
that denied the
 
relevant company access
 
to any
 
exemption under
 
securities legislation
for a period of more than 30 consecutive days), that was issued while the director or executive
officer was acting in the capacity as director,
 
chief executive officer or chief financial
 
officer;
(b)
 
was subject
 
to an order
 
that was
 
issued after
 
the director
 
or executive
 
officer ceased
 
to be a
director, chief
 
executive officer
 
or chief financial officer
 
and which resulted
 
from an event
 
that
occurred while that
 
person was acting
 
in the capacity
 
as director, chief executive officer
 
or chief
financial officer; or
(c)
 
within a year of the person ceasing to act in that capacity,
 
became bankrupt, made a proposal
under any
 
legislation relating
 
to bankruptcy
 
or insolvency
 
or was
 
subject to
 
or instituted
 
any
proceedings, arrangement
 
or compromise
 
with creditors
 
or had a
 
receiver,
 
receiver manager
or trustee appointed to hold its assets.
(ii)
 
in
 
the
 
last
 
ten
 
years,
 
no
 
director
 
or
 
executive
 
officer
 
of
 
the
 
Bank
 
has
 
become
 
bankrupt,
 
made
 
a
proposal under any legislation relating
 
to bankruptcy or insolvency, or become subject to or
 
instituted
any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold the assets of the director or executive
 
officer; and
(iii)
 
no director or
 
executive officer
 
of the Bank has
 
been subject to
 
any penalties or
 
sanctions imposed
by a court
 
relating to securities
 
legislation or by
 
a securities regulatory
 
authority or has
 
entered into
a
 
settlement
 
agreement
 
with
 
a
 
securities
 
regulatory
 
authority
 
or
 
has
 
been
 
subject
 
to
 
any
 
other
penalties or
 
sanctions imposed
 
by a
 
court or
 
regulatory body
 
that would
 
likely be
 
considered important
to a reasonable investor in making an investment decision.
From August 2008 to January 2017, Mr. MacIntyre was a director of 2180811 Ontario Limited ("2180811"),
the sole general partner
 
of RHB Group LP
 
("RHB"). On January 17, 2017,
 
RHB and 2180811 were deemed
to have
 
filed an
 
assignment of
 
bankruptcy under
 
the Bankruptcy
 
and Insolvency
 
Act (Canada).
 
RHB and
2180811 were majority
 
owned by Birch Hill Equity Partners, where Mr.
 
MacIntyre is ‘Partner Emeritus’.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 25 -
Pre-Approval Policies and External Auditor Service
 
Fees
 
The Bank’s
 
Audit Committee
 
has implemented
 
a policy
 
restricting the services
 
that may
 
be performed
 
by
the external auditor.
 
The policy provides detailed guidance
 
to management as to the specific
 
services that
are eligible for Audit Committee pre-approval. By law, the external auditor may not provide certain services
to the Bank or its subsidiaries.
 
The types of services
 
to be performed by
 
the external auditor,
 
together with the maximum
 
amount of fees
that may be paid for such services, must be
 
annually pre-approved by the Audit Committee pursuant to the
policy.
 
The policy also
 
provides that the
 
Audit Committee will,
 
on a quarterly
 
basis, receive a
 
year-to-date
report
 
of
 
fees
 
paid
 
or
 
payable
 
to
 
the
 
external
 
auditor
 
for
 
services
 
performed,
 
as
 
well
 
as
 
details
 
of
 
any
proposed
 
engagements
 
for
 
consideration
 
and,
 
if
 
necessary,
 
pre-approval
 
by
 
the
 
Audit
 
Committee.
 
In
making
 
its
 
determination
 
regarding
 
the
 
services
 
to
 
be
 
performed
 
by
 
the
 
external
 
auditor,
 
the
 
Audit
Committee considers compliance with
 
applicable legal and regulatory
 
requirements and guidance, and
 
with
the policy,
 
as well as whether
 
the provision of the
 
services could negatively impact
 
auditor independence.
This includes considering whether the
 
provision of the services
 
would place the auditor
 
in a position to
 
audit
its own work, place
 
the auditor in an
 
advocacy role on
 
behalf of the Bank,
 
or result in the
 
auditor acting in
the role of the Bank’s management.
Fees paid to
 
EY,
 
the Bank’s
 
current external auditor,
 
by category of
 
fees for services
 
provided during
 
the
two most recently completed fiscal years are detailed
 
in the table below.
 
 
Fees paid to Ernst & Young
 
LLP
(thousands of Canadian dollars)
2025
 
 
 
2024
 
Audit Fees
1
$49,026
 
 
$47,280
2
Audit-related Fees
3
5,741
 
 
3,893
Tax
 
Fees
4
667
 
 
815
All Other Fees
5
777
 
 
25
Total Bank and Subsidiaries
$56,211
 
 
$52,013
2
Investment Funds
6
 
 
 
 
– Public Funds
2,649
 
2,849
– Private Funds
4,693
 
3,571
Total Investment
 
Funds
$7,342
 
 
$6,420
Total Fees
$63,553
 
 
$58,433
2
Notes:
1.
 
Audit fees are fees
 
for the professional
 
services in connection
 
with the audit
 
of the Bank’s financial
 
statements including the
 
audit
of
 
internal control
 
over financial
 
reporting, the
 
audit of
 
its subsidiaries,
 
and other
 
services that
 
are normally
 
provided by
 
the
external auditor in connection with statutory and
 
regulatory filings or engagements.
 
2.
 
Audit fees were adjusted to reflect final cost of audit
 
services performed during fiscal 2024.
3.
 
Audit-related fees are
 
fees for assurance
 
and related services
 
that are performed
 
by the external
 
auditor. These services include:
employee benefit plan audits;
 
audit of charitable organizations; audit
 
services for certain special
 
purpose entities administered
by the Bank;
 
accounting and
 
tax consultation
 
in connection
 
with mergers,
 
acquisitions, divestitures
 
and restructurings;
 
application
and
 
general
 
controls
 
reviews;
 
interpretation
 
of
 
accounting,
 
tax
 
and
 
reporting
 
standards;
 
assurance
 
services
 
or
 
specified
procedures
 
that
 
are
 
not
 
statutory
 
audits;
 
reports
 
on
 
control
 
procedures
 
at
 
a
 
service
 
organization;
 
translation
 
of
 
financial
statements and reports in connection with the audit
 
or review; and information technology advisory
 
services.
 
4.
 
Tax fees comprise general tax planning and advice related to mergers and acquisitions and financing structures; electronic and
paper-based tax
 
knowledge publications;
 
income and
 
commodity tax
 
compliance and
 
advisory services;
 
and transfer
 
pricing
services and customs and duties issues.
 
5.
 
All
 
other fees
 
include fees
 
for benchmark
 
studies; regulatory
 
advisory services;
 
and performance
 
and process
 
improvement
services.
 
6.
 
Includes fees for professional services
 
provided by EY for certain
 
investment funds managed by subsidiaries of
 
the Bank. The
fees mainly relate to audit
 
services; $421 thousand (2024 –
 
$566 thousand) relates to
 
tax and other services.
 
In addition to other
administrative costs, the
 
subsidiaries are responsible
 
for the auditors' fees
 
for professional services
 
rendered in connections
 
with
the annual audits, statutory and
 
regulatory filings, and other
 
services for the investment
 
funds, in return for a fixed
 
administration
fee. For certain funds, these fees are paid directly
 
by the funds.
 
 
 
 
- 26 -
LEGAL PROCEEDINGS AND REGULATORY
 
ACTIONS
 
A description
 
of material
 
legal proceedings
 
and regulatory
 
matters to
 
which the
 
Bank is
 
a party
 
is set out
under the
 
heading “Legal
 
and Regulatory
 
Matters” in
 
Note 25
 
of the
 
Annual Financial
 
Statements for
 
the
year ended October 31, 2025, which note is incorporated by
 
reference in this AIF.
From time to
 
time, in the
 
ordinary course of
 
business, the
 
Bank and its
 
subsidiaries are
 
assessed fees
 
or
fines
 
by
 
securities
 
regulatory
 
authorities
1
 
in
 
relation
 
to
 
administrative
 
matters,
 
including
 
late
 
filings
 
or
reporting, which may be considered penalties
 
or sanctions pursuant to securities legislation,
 
but which are
not,
 
individually
 
or in
 
the
 
aggregate,
 
material
 
to
 
the
 
Bank.
 
In
 
addition,
 
the
 
Bank
 
and
 
its subsidiaries
 
are
subject to numerous regulatory authorities around the world, and fees, administrative penalties, settlement
agreements and sanctions may be categorized differently
 
by each regulator.
 
1
National
 
Instrument
 
14-101
 
defines
 
“securities
 
regulatory
 
authority”
 
as
 
Canadian
 
provincial
 
and
 
territorial
 
securities
 
regulatory
authorities and “securities legislation” as Canadian provincial
 
and territorial securities legislation.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
 
TRANSACTIONS
 
To
 
the best of our knowledge,
 
the Bank confirms that, as
 
at December 3, 2025, there
 
were no directors or
executive officers
 
of the
 
Bank, nor
 
any associate
 
or affiliate
 
of a
 
director or
 
executive officer
 
of the
 
Bank,
with a material interest in any transaction
 
within the three most recently completed financial years or
 
during
the current
 
financial year that
 
has materially affected
 
or is
 
reasonably expected to
 
materially affect the
 
Bank.
TRANSFER AGENTS AND REGISTRARS
 
Transfer Agent
TSX Trust Company
301-100 Adelaide Street West,
 
Toronto,
 
ON M5H 4H1
Telephone:
 
416-682-3860 or toll-free at 1-800-387-0825 (Canada and U.S. only)
Fax:
 
1-888-249-6189
Email:
 
shareholderinquiries@tmx.com
 
Website:
 
www.tsxtrust.com
 
Co-transfer Agent and Registrar
 
Computershare
P.O.
 
Box 43006
Providence, RI 02940-3006
or
150 Royall Street
Canton, MA 02021
Telephone:
 
1-866-233-4836
TDD for hearing impaired:
 
1-800-231-5469
Shareholders outside of U.S.:
 
201-680-6578
TDD shareholders outside of U.S.:
 
201-680-6610
Email: web.queries@computershare.com
 
Website:
 
www.computershare.com/investor
 
INTERESTS OF EXPERTS
 
The
 
Consolidated
 
Financial
 
Statements
 
of
 
the
 
Bank
 
for
 
the
 
year
 
ended
 
October
 
31,
 
2025
 
filed
 
under
National
 
Instrument
 
51-102
 
–
 
Continuous
 
Disclosure
 
Obligations,
 
portions
 
of
 
which
 
are
 
incorporated
 
by
reference
 
in
 
this
 
AIF,
 
have
 
been
 
audited
 
by
 
Ernst
 
&
 
Young
 
LLP,
 
Chartered
 
Professional
 
Accountants,
Licensed Public
 
Accountants, Toronto,
 
Ontario. Ernst
 
& Young
 
LLP is
 
the external
 
auditor who
 
prepared
the
 
Report
 
of
 
Independent
 
Registered
 
Public
 
Accounting
 
Firm
 
–
 
Opinion
 
on
 
the
 
Consolidated
 
Financial
 
 
 
- 27 -
Statements, and
 
Report of
 
Independent Registered
 
Public Accounting
 
Firm –
 
Opinion on
 
Internal Control
over Financial Reporting. Ernst & Young
 
LLP is independent with respect to the Bank
 
within the context of
the
 
CPA
 
Code
 
of
 
Professional
 
Conduct
 
of
 
the
 
Chartered
 
Professional
 
Accountants
 
of
 
Ontario.
 
Ernst
 
&
Young
 
LLP is also
 
independent with respect
 
to the Bank
 
within the meaning
 
of the U.S.
 
federal securities
laws and
 
the
 
applicable
 
rules
 
and regulations
 
thereunder
 
adopted by
 
the
 
U.S.
 
Securities
 
and Exchange
Commission and the Public Company Accounting Oversight
 
Board.
ADDITIONAL INFORMATION
 
Additional information concerning
 
the Bank
 
may be
 
found on
 
SEDAR+
 
at www.sedarplus.ca and
 
on EDGAR
at www.sec.gov.
Additional information,
 
including directors’
 
and officers’
 
remuneration and
 
indebtedness, principal
 
holders
of the Bank’s
 
securities and
 
options to purchase
 
securities, in
 
each case
 
if applicable,
 
is contained
 
in the
Bank’s
 
management
 
proxy
 
circular
 
for
 
its most
 
recent
 
annual
 
meeting
 
of
 
shareholders
 
that
 
involved
 
the
election
 
of
 
directors.
 
Additional
 
financial
 
information
 
is
 
provided
 
in
 
the
 
Bank’s
 
comparative
 
financial
statements and
 
management’s discussion and analysis
 
for its
 
most recently
 
completed financial year, which
at the date hereof was the year ended October 31, 2025.
Under certain Canadian
 
bank resolution powers
 
that came into effect
 
on September 23,
 
2018 (the "bail-in
regime"), the Canada Deposit
 
Insurance Corporation (“CDIC”) may,
 
in circumstances where the Bank
 
has
ceased, or is about to cease, to be viable, assume temporary control or ownership of
 
the Bank and may be
granted broad powers
 
by one or more orders
 
of the Governor in
 
Council (Canada), including
 
the power to
sell or
 
dispose of
 
all or
 
a part
 
of the assets
 
of the Bank,
 
and the power
 
to carry
 
out or
 
cause the
 
Bank to
carry out a transaction or a series of transactions the purpose of which is to restructure the business of the
Bank. The expressed objectives of the bail-in regime
 
include reducing government and taxpayer exposure
in the unlikely
 
event of a
 
failure of a
 
bank designated by
 
OSFI as a
 
domestic systemically important
 
bank
("D-SIB"), reducing the likelihood of such a failure by increasing market discipline and reinforcing that bank
shareholders and creditors are
 
responsible for the D-SIBs’
 
risks and not
 
taxpayers, and preserving financial
stability by
 
empowering the
 
CDIC to
 
quickly restore
 
a failed D-SIB
 
to viability
 
and allow it
 
to remain
 
open
and operating, even where the D-SIB has experienced severe losses.
 
For a description of Canadian bank
resolution powers
 
and the
 
consequent risk
 
factors attaching
 
to certain
 
liabilities of
 
the Bank,
 
reference is
made
 
to
https://www.td.com/investor-relations/ir-homepage/regulatory
 
-disclosures/main-features-of-
capital-instruments/main-features-of-capital-instruments.jsp
.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 28 -
Appendix “A”
Intercorporate Relationships
The following is a list of the directly or indirectly
 
held significant subsidiaries.
 
SIGNIFICANT SUBSIDIARIES
1
(millions of Canadian dollars)
October 31, 2025
North America
Address of Head
 
or
Principal Office
2
Carrying value
 
of
shares owned by
the Bank
3
Meloche Monnex Inc.
Security National
 
Insurance Company
 
Primmum Insurance Company
TD Direct Insurance Inc.
TD General Insurance
 
Company
TD Home and Auto
 
Insurance Company
Montreal, Québec
Montreal, Québec
Toronto, Ontario
Toronto, Ontario
Toronto, Ontario
Toronto, Ontario
$
3,202
TD Wealth
 
Holdings Canada
 
Limited
 
TD Asset Management Inc.
Toronto, Ontario
Toronto, Ontario
12,683
GMI Servicing Inc.
Winnipeg, Manitoba
TD Waterhouse Private Investment
 
Counsel Inc.
Toronto, Ontario
TD Waterhouse Canada
 
Inc.
Toronto, Ontario
TD Auto Finance (Canada)
 
Inc.
Toronto, Ontario
4,542
TD Group US Holdings LLC
Toronto Dominion Holdings (U.S.A.), Inc.
 
Cowen Inc.
Cowen Structured Holdings LLC
 
Cowen Structured Holdings Inc.
 
TD Arranged Services LLC
RCG LV Pearl, LLC
Cowen Financial Products LLC
 
Cowen Holdings, Inc.
Cowen CV Acquisition LLC
 
Cowen Execution Holdco LLC
Westminster Research Associates LLC
 
RCG Insurance Company
TD Prime Services LLC
 
TD Financial Products LLC
 
TD Securities (USA) LLC
Toronto Dominion (Texas)
 
LLC
 
Toronto Dominion (New York) LLC
 
Toronto Dominion Investments LLC
 
TD Bank US Holding Company
 
Epoch Investment Partners, Inc.
TD Bank USA, National Association
 
TD Bank, National Association
TD Equipment Finance, Inc.
 
TD Private Client Wealth LLC TD Public Finance
 
LLC
TD Wealth Management Services Inc.
Wilmington, Delaware
 
New York,
New York New York, New York
New York, New York New York,
New York New York, New York
New York, New York New York,
New York New York, New York
New York, New York New York,
New York New York, New York
New York, New York New York,
New York Chicago, Illinois
New York, New York New York,
New York New York, New York
New York, New York Cherry Hill,
New Jersey New York, New York
Cherry Hill,
 
New Jersey Cherry
 
Hill,
New Jersey Mt.
 
Laurel, New Jersey
New York, New York New York,
New York
Mt. Laurel, New Jersey
75,699
TD Investment Services Inc.
Toronto, Ontario
68
TD Life Insurance
 
Company
Toronto, Ontario
180
TD Mortgage Corporation
Toronto, Ontario
14,052
TD Pacific Mortgage Corporation
Vancouver, British Columbia
The Canada Trust Company
Toronto, Ontario
TD Securities Inc.
Toronto, Ontario
3,589
TD Vermillion Holdings Limited
TD Reinsurance (Barbados)
 
Inc.
Toronto, Ontario
St. James, Barbados
24,279
International
Ramius Enterprise
 
Luxembourg Holdco
 
S.à.r.l.
Luxembourg, Luxembourg
49
Cowen Reinsurance
 
S.A.
Luxembourg, Luxembourg
TD Ireland Unlimited
 
Company
TD Global Finance
 
Unlimited Company
Dublin, Ireland Dublin,
 
Ireland
2,973
TD Securities (Japan)
 
Co. Ltd.
Tokyo, Japan
12
Toronto Dominion Australia Limited
Sydney, Australia
107
TD Bank Europe Limited
London, England
1,420
Toronto Dominion International
 
Pte. Ltd. TD Execution
 
Services
Limited
Singapore, Singapore
 
London,
England
10,701
Toronto Dominion (South East Asia) Limited
Singapore, Singapore
1,813
 
1
 
Unless otherwise noted, The Toronto-Dominion Bank, either directly or through
 
its subsidiaries, owns 100% of the entity
 
and/or 100% of
any issued and outstanding voting securities
 
and non-voting securities of the entities listed.
2
 
Each subsidiary is incorporated or organized
 
in the country in which its head or principal
 
office is located.
3
 
Carrying amounts are prepared for purposes of meeting the disclosure requirements of Section 308 (3)(a)(ii) of the Bank Act (Canada).
Intercompany transactions may be included
 
herein which are eliminated for consolidated
 
financial reporting purposes.
 
- 29 -
Appendix "B"
Description of Ratings
Description of ratings, as disclosed by Moody's Investors
 
Service on its public website
Ratings assigned on Moody’s global long-term and short-term rating scales
 
are forward-looking opinions of
the
 
relative
 
credit
 
risks
 
of
 
financial
 
obligations
 
issued
 
by
 
non-financial
 
corporates,
 
financial
 
institutions,
structured finance vehicles, project finance
 
vehicles, and public sector entities.
 
Moody’s defines credit risk
as
 
the
 
risk
 
that
 
an
 
entity
 
may
 
not
 
meet
 
its
 
contractual
 
financial
 
obligations
 
as
 
they
 
come
 
due
 
and
 
any
estimated
 
financial
 
loss
 
in
 
the
 
event
 
of
 
default
 
or
 
impairment.
 
The
 
contractual
 
financial
 
obligations
addressed by
 
Moody’s
 
ratings are
 
those that
 
call for,
 
without regard
 
to enforceability,
 
the payment
 
of an
ascertainable
 
amount,
 
which
 
may
 
vary
 
based
 
upon
 
standard
 
sources
 
of
 
variation
 
(e.g.,
 
floating
 
interest
rates), by
 
an ascertainable
 
date. Moody’s
 
rating addresses
 
the issuer’s
 
ability to
 
obtain cash
 
sufficient to
service the obligation, and its willingness to pay.
 
Moody’s ratings do not address non- standard sources of
variation in the amount of
 
the principal obligation (e.g., equity indexed), absent an
 
express statement to the
contrary in
 
a press
 
release accompanying
 
an initial
 
rating.
 
Long-term ratings
 
are assigned
 
to issuers
 
or
obligations with an original maturity of eleven months or more and reflect both on the likelihood of
 
a default
or impairment
 
on contractual
 
financial obligations
 
and the
 
expected financial
 
loss suffered
 
in the
 
event of
default or
 
impairment.
 
Short-term ratings
 
are assigned
 
to obligations
 
with an
 
original
 
maturity of
 
thirteen
months
 
or
 
less
 
and
 
reflect
 
both
 
on
 
the
 
likelihood
 
of
 
a
 
default
 
or
 
impairment
 
on
 
contractual
 
financial
obligations and the expected
 
financial loss suffered
 
in the event of default
 
or impairment.
 
Moody’s issues
ratings
 
at
 
the
 
issuer
 
level
 
and
 
instrument
 
level
 
on
 
both
 
the
 
long-term
 
scale
 
and
 
the
 
short-term
 
scale.
Typically,
 
ratings
 
are
 
made
 
publicly
 
available
 
although
 
private
 
and
 
unpublished
 
ratings
 
may
 
also
 
be
assigned.
 
Moody’s
 
differentiates
 
structured
 
finance
 
ratings
 
from
 
fundamental
 
ratings
 
(i.e.,
 
ratings
 
on
 
nonfinancial
corporate, financial institution, and public
 
sector entities) on the global long-term
 
scale by adding (sf) to all
structured
 
finance
 
ratings.
 
The
 
addition
 
of
 
(sf)
 
to
 
structured
 
finance
 
ratings
 
should
 
eliminate
 
any
presumption that such ratings and fundamental ratings at
 
the same letter grade level will behave
 
the same.
The (sf)
 
indicator for
 
structured finance
 
security ratings
 
indicates that
 
otherwise similarly
 
rated structured
finance
 
and
 
fundamental
 
securities
 
may
 
have
 
different
 
risk
 
characteristics.
 
Through
 
its
 
current
methodologies, however, Moody’s aspires to
 
achieve broad expected
 
equivalence in structured
 
finance and
fundamental rating performance
 
when measured over a long period of time.
Moody’s assigns ratings
 
to long-term and
 
short-term financial obligations.
 
Long-term ratings are
 
assigned
to issuers or
 
obligations with an
 
original maturity of eleven
 
months or more and
 
reflect both on the
 
likelihood
of a
 
default on
 
contractually
 
promised payments
 
and the
 
expected financial
 
loss suffered
 
in the
 
event of
default. Short-term
 
ratings are
 
assigned to
 
obligations with
 
an original
 
maturity of
 
thirteen months
 
or less
and reflect
 
both on
 
the likelihood
 
of a
 
default on
 
contractually promised payments
 
and the
 
expected financial
loss suffered in
 
the event of
 
default. Moody’s appends
 
numerical modifiers 1,
 
2, and 3
 
to each generic
 
rating
classification from 'Aa' through 'Caa'. The modifier 1 indicates that the obligation ranks in the higher end of
its
 
generic
 
rating
 
category;
 
the
 
modifier
 
2
 
indicates
 
a
 
mid-range
 
ranking;
 
and
 
the
 
modifier
 
3
 
indicates
 
a
ranking in the
 
lower end of
 
that generic
 
rating category.
 
Additionally,
 
a '(hyb)'
 
indicator is
 
appended to
 
all
ratings of hybrid securities issued by banks, insurers, finance
 
companies, and securities firms.
A global long-term rating of
 
'Aa' reflects obligations that are
 
judged to be of high quality
 
and are subject to
very low credit
 
risk.
 
Obligations rated 'A'
 
are judged to
 
be upper-medium grade
 
and are subject
 
to low credit
risk.
 
Obligations rated
 
'Baa' are
 
judged to
 
be medium
 
-grade and
 
subject to
 
moderate credit
 
risk and
 
as
such may possess certain speculative characteristics.
 
Global short-term ratings of 'P-1' (Prime-1) reflect a
superior ability to repay short-term obligations.
A Moody’s
 
rating outlook
 
is an
 
opinion regarding
 
the likely
 
rating direction
 
over the
 
medium term.
 
Rating
outlooks fall into
 
four categories: 'Positive' (POS),
 
'Negative' (NEG), 'Stable' (STA), and 'Developing'
 
(DEV).
Outlooks may be assigned at
 
the issuer level or at the
 
rating level. Where there is
 
an outlook at the issuer
 
- 30 -
level and the issuer has multiple ratings with differing outlooks, an “(m)” modifier to indicate multiple will be
displayed
 
and
 
Moody’s
 
press
 
releases
 
will
 
describe
 
and
 
provide
 
the
 
rationale
 
for
 
these
 
differences.
 
A
designation of
 
'RUR' (Rating(s)
 
Under Review)
 
is typically
 
used when
 
an issuer
 
has one
 
or more
 
ratings
under
 
review,
 
which
 
overrides
 
the
 
outlook
 
designation.
 
A
 
designation
 
of
 
'RWR'
 
(Rating(s)
 
Withdrawn)
indicates
 
that
 
an
 
issuer
 
has
 
no active
 
ratings
 
to which
 
an
 
outlook
 
is
 
applicable.
 
Rating
 
outlooks
 
are
 
not
assigned to all rated entities. In some cases, this will be
 
indicated by the display 'NOO' (No Outlook).
A 'Stable' outlook indicates
 
a low likelihood
 
of a rating change
 
over the medium term.
 
A 'Negative', 'Positive'
or
 
'Developing'
 
outlook
 
indicates
 
a
 
higher
 
likelihood
 
of
 
a
 
rating
 
change
 
over
 
the
 
medium
 
term.
 
A
 
rating
committee that
 
assigns an
 
outlook of 'Stable',
 
'Negative', 'Positive',
 
or 'Developing'
 
to an
 
issuer’s rating
 
is
also indicating its belief that the issuer’s
 
credit profile is consistent with the relevant rating
 
level at that point
in time.
Description of ratings, as disclosed by S&P Global Ratings
 
on its public website
An
 
S&P Global
 
Ratings
 
issue
 
credit
 
rating
 
is a
 
forward-looking
 
opinion
 
about the
 
creditworthiness
 
of
 
an
obligor with
 
respect to
 
a specific
 
financial obligation,
 
a specific
 
class of
 
financial obligations,
 
or a
 
specific
financial program
 
(including ratings
 
on medium-term
 
note programs
 
and commercial
 
paper programs).
 
It
takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement
on the obligation
 
and takes into
 
account the currency
 
in which the
 
obligation is denominated.
 
The opinion
reflects S&P Global
 
Ratings' view of
 
the obligor's capacity
 
and willingness to
 
meet its financial
 
commitments
as they come due, and this opinion may
 
assess terms, such as collateral security and subordination, which
could affect ultimate payment in the event of default.
Issue
 
credit
 
ratings
 
can
 
be
 
either
 
long-term
 
or
 
short-term.
 
Short-term
 
issue
 
credit
 
ratings
 
are
 
generally
assigned to
 
those obligations considered
 
short-term in the
 
relevant market, typically
 
with an
 
original maturity
of no more than 365 days.
 
Short-term issue credit ratings are
 
also used to indicate the creditworthiness
 
of
an obligor with
 
respect to put
 
features on long-term obligations.
 
We would typically assign
 
a long-term issue
credit rating
 
to an
 
obligation
 
with an
 
original maturity
 
of greater
 
than 365
 
days. However,
 
the ratings
 
we
assign to certain instruments may diverge from these guidelines
 
based on market practices.
 
Issue
 
credit
 
ratings
 
are
 
based,
 
in
 
varying
 
degrees,
 
on
 
S&P
 
Global
 
Ratings'
 
analysis
 
of
 
the
 
following
considerations:
•
 
The
 
likelihood
 
of
 
payment--the
 
capacity
 
and
 
willingness
 
of
 
the
 
obligor
 
to
 
meet
 
its
 
financial
commitments on an obligation in accordance with the terms of the
 
obligation;
•
 
The nature and provisions of the financial obligation, and the
 
promise we impute; and
•
 
The
 
protection
 
afforded
 
by,
 
and
 
relative
 
position
 
of,
 
the
 
financial
 
obligation
 
in
 
the
 
event
 
of
 
a
bankruptcy,
 
reorganization,
 
or
 
other
 
arrangement
 
under
 
the
 
laws
 
of
 
bankruptcy
 
and
 
other
 
laws
affecting creditors' rights.
An issue rating is an assessment of default
 
risk but may incorporate an assessment
 
of relative seniority or
ultimate recovery in the event of default. Junior obligations are
 
typically rated lower than senior obligations,
to reflect lower
 
priority in bankruptcy,
 
as noted above.
 
(Such differentiation
 
may apply when
 
an entity has
both senior and
 
subordinated obligations,
 
secured and
 
unsecured obligations,
 
or operating
 
company and
holding company obligations.)
A
 
long-term
 
obligation
 
rated
 
'AA’
 
differs
 
from
 
the
 
highest-rated
 
obligations
 
only
 
to
 
a
 
small
 
degree.
 
The
obligor's capacity to meet its financial commitments on the obligation
 
is very strong. A long-term obligation
rated ‘A’
 
is somewhat more susceptible
 
to the adverse effects
 
of changes in circumstances
 
and economic
conditions than obligations in
 
higher-rated categories. However,
 
the obligor's capacity to meet
 
its financial
commitments on the
 
obligation is
 
still strong. A
 
long-term obligation rated
 
'BBB' exhibits adequate
 
protection
parameters. However, adverse
 
economic conditions or changing circumstances are more
 
likely to weaken
the obligor's
 
capacity to
 
meet its
 
financial commitments
 
on the
 
obligation. The
 
ratings from
 
'AA' to
 
'CCC'
may be
 
modified by
 
the addition
 
of a
 
plus (+)
 
or minus
 
(-) sign
 
to show
 
relative standing
 
within the
 
major
rating categories.
 
- 31 -
A short-term
 
obligation
 
rated 'A-1'
 
is rated
 
in the
 
highest category
 
by S&P
 
Global
 
Ratings.
 
The obligor's
capacity
 
to
 
meet
 
its
 
financial
 
commitments
 
on
 
the
 
obligation
 
is
 
strong.
 
Within
 
this
 
category,
 
certain
obligations are designated with a
 
plus sign (+). This indicates
 
that the obligor's capacity to
 
meet its financial
commitments on these obligations is extremely strong.
The
 
S&P
 
Global
 
Ratings
 
Canadian
 
preferred
 
share
 
rating
 
scale
 
serves
 
issuers,
 
investors,
 
and
intermediaries
 
in
 
the
 
Canadian
 
financial
 
markets
 
by
 
expressing
 
preferred
 
share
 
ratings
 
(determined
 
in
accordance
 
with
 
global
 
rating
 
criteria)
 
in
 
terms
 
of
 
rating
 
symbols
 
that
 
have
 
been
 
actively
 
used
 
in
 
the
Canadian market over a number
 
of years. An S&P Global
 
Ratings preferred share rating on
 
the Canadian
scale
 
is
 
a
 
forward-looking
 
opinion
 
about
 
the
 
creditworthiness
 
of
 
an
 
obligor
 
with
 
respect
 
to
 
a
 
specific
preferred
 
share
 
obligation
 
issued
 
in
 
the
 
Canadian
 
market
 
relative
 
to
 
preferred
 
shares
 
issued
 
by
 
other
issuers in the Canadian market. There
 
is a direct correspondence between the
 
specific ratings assigned on
the Canadian
 
preferred share
 
scale and
 
the various
 
rating levels
 
on the
 
global
 
debt rating
 
scale of
 
S&P
Global Ratings.
 
The Canadian
 
scale rating
 
is fully
 
determined
 
by the
 
applicable
 
global
 
scale rating,
 
and
there are
 
no additional analytical
 
criteria associated with
 
the determination of
 
ratings on the
 
Canadian scale.
S&P Global Ratings' practice is to present ratings on an issuer's preferred shares
 
on both the global rating
scale
 
and
 
on
 
the
 
Canadian
 
national
 
scale
 
when
 
listing
 
the
 
ratings
 
for
 
a
 
particular
 
issuer.
 
A
 
Canadian
National
 
preferred
 
share
 
rating
 
of
 
'P-2'
 
corresponds
 
to
 
global
 
scale
 
preferred
 
share
 
rating
 
of
 
'BBB'.
 
An
 
S&P
 
Global
 
Ratings
 
outlook
 
assesses
 
the
 
potential
 
direction
 
of
 
a
 
long-term
 
credit
 
rating
 
over
 
the
intermediate term, which is generally up to two years for investment grade and generally up to one year
 
for
speculative grade.
 
In determining
 
a rating
 
outlook, consideration is
 
given to
 
any changes
 
in economic
 
and/or
fundamental business conditions.
 
A 'Stable' rating outlook indicates that a rating is not likely to
 
change.
Description of ratings, as disclosed by Fitch on its
 
public website
Fitch Ratings publishes credit ratings that are forward-looking opinions on the
 
relative ability of an entity or
obligation
 
to
 
meet
 
financial
 
commitments.
 
Issuer
 
default
 
ratings
 
(IDRs)
 
are
 
assigned
 
to
 
corporations,
sovereign entities, financial institutions such as banks, leasing companies and insurers, and public finance
entities
 
(local
 
and
 
regional
 
governments).
 
Issue
 
level
 
ratings
 
are
 
also
 
assigned,
 
often
 
include
 
an
expectation
 
of
 
recovery
 
and
 
may
 
be
 
notched
 
above
 
or
 
below
 
the
 
issuer
 
level
 
rating.
 
Issue
 
ratings
 
are
assigned
 
to
 
secured
 
and
 
unsecured
 
debt
 
securities,
 
loans,
 
preferred
 
stock
 
and
 
other
 
instruments,
Structured finance
 
ratings
 
are issue
 
ratings
 
to securities
 
backed by
 
receivables
 
or other
 
financial
 
assets
that consider the obligations’ relative vulnerability to default.
 
 
Fitch’s
 
credit
 
rating
 
scale
 
for
 
issuers
 
and
 
issues
 
is
 
expressed
 
using
 
the
 
categories
 
‘AAA’
 
to
 
‘BBB’
(investment
 
grade)
 
and
 
‘BB’
 
to
 
‘D’ (speculative
 
grade)
 
with
 
an
 
additional
 
+/-
 
for
 
AA through
 
CCC
 
levels
indicating relative differences of probability
 
of default or recovery for issues. The
 
terms “investment grade”
and “speculative grade” are market conventions and
 
do not imply any recommendation or endorsement
 
of
a specific security
 
for investment purposes. Investment grade
 
categories indicate relatively low
 
to moderate
credit
 
risk,
 
while
 
ratings
 
in
 
the
 
speculative
 
categories
 
signal
 
either
 
a
 
higher
 
level
 
of
 
credit
 
risk
 
or
 
that
 
a
default has already occurred.
Credit ratings are
 
also designated as
 
‘long-term’ or ‘short-term’
 
with different scales
 
used. Long-term ratings
use the noted
 
‘AAA’ to ‘D’ scale.
 
Fitch’s rating analysis considers
 
the long-term rating
 
horizon, and therefore
considers both
 
near-term and
 
long-term key
 
rating drivers.
 
Short-term ratings
 
scale is
 
‘F1+’ through
 
‘F3’,
‘B’, ‘C’ and ‘D/RD’. The ‘D’ and ‘RD’ ratings are used for
 
both long-term and short-term ratings.
 
Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to
default on an ordinal scale. In addition, for
 
financial obligations in corporate finance, a measure of recovery
given default on that liability is also included in the rating
 
assessment.
 
The
 
relationship
 
between
 
the
 
issuer
 
scale
 
and
 
obligation
 
scale
 
assumes
 
a
 
generic
 
historical
 
average
recovery.
 
Individual obligations
 
can be
 
assigned ratings
 
higher,
 
lower,
 
or the
 
same as
 
that entity’s
 
issuer
rating or IDR, based on their relative ranking,
 
relative vulnerability to default or based on
 
explicit Recovery
 
- 32 -
Ratings. As
 
a result,
 
individual obligations
 
of entities,
 
such as
 
corporations, are
 
assigned ratings
 
higher,
lower, or the same as that
 
entity’s issuer rating or IDR, except DIP obligation ratings
 
that are not based off
an
 
IDR,
 
and
 
senior
 
tranches
 
of
 
Enhanced
 
Equipment
 
Trust
 
Certificates
 
(EETCs),
 
for
 
which
 
IDRs
 
are
secondary dependencies, as Fitch focuses primarily on
 
structure, collateral and legal protection.
'AA' (Very High Credit Quality) ratings denote expectations of very low
 
credit risk. They indicate very strong
capacity for payment of
 
financial commitments. This
 
capacity is not significantly
 
vulnerable to foreseeable
events.
 
‘A’ (High
 
Credit Quality) ratings
 
denote expectations of low
 
default risk. The capacity
 
for payment
of
 
financial
 
commitments
 
is
 
considered
 
strong.
 
This
 
capacity
 
may,
 
nevertheless,
 
be
 
more
 
vulnerable
 
to
adverse business
 
or economic
 
conditions than
 
is the
 
case for
 
higher ratings.
 
‘BBB’ (Good
 
Credit Quality)
ratings
 
indicate
 
that
 
expectations
 
of
 
credit
 
risk
 
are
 
currently
 
low.
 
The
 
capacity
 
for
 
payment
 
of
 
financial
commitments
 
is
 
considered
 
adequate,
 
but
 
adverse
 
business
 
or
 
economic
 
conditions
 
are
 
more
 
likely
 
to
impair this capacity.
 
A short-term issuer or obligation rating is based in all cases
 
on the short-term vulnerability to default of the
rated entity and relates to
 
the capacity to meet financial
 
obligations in accordance with
 
the documentation
governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term
Ratings
 
are
 
assigned
 
to
 
obligations
 
whose
 
initial
 
maturity
 
is
 
viewed
 
as
 
“short
 
term”
 
based
 
on
 
market
convention (a long-term rating can also be used to rate an
 
issue with short maturity). Typically,
 
this means
up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in
U.S.
 
public
 
finance
 
markets.
 
F1
 
(Highest
 
Short-Term
 
Credit
 
Quality)
 
Indicates
 
the
 
strongest
 
intrinsic
capacity for timely payment of financial
 
commitments; may have an added "+"
 
to denote any exceptionally
strong credit feature.
 
The relative
 
likelihood
 
of a
 
rating change
 
over the
 
next two
 
years is
 
expressed
 
using rating
 
Outlooks
 
or
Watches.
 
Rating
 
Outlooks
 
and
 
Watches
 
are
 
mutually
 
exclusive.
 
A
 
directional
 
rating
 
Outlook
 
reflects
weakening, improving or evolving trends which have not yet brought the credit profile to a level
 
sufficient to
trigger a rating change, but which may do so over
 
the next two years. Directional Outlooks indicate that the
likelihood of rating transition is materially higher than the historical average. However,
 
directional Outlooks
do not affect Fitch’s belief that the issuer’s credit quality
 
is consistent with the current rating level.
 
Positive
 
or
 
Negative
 
Outlooks
 
do
 
not
 
imply
 
that
 
a
 
rating
 
change
 
is
 
inevitable,
 
and
 
similarly,
 
ratings
 
with
Stable Outlooks
 
can be
 
raised or
 
lowered without
 
a prior
 
revision to
 
the Outlook.
 
A Negative
 
or Positive
Outlook could also be
 
assigned to an issuer/transaction whose
 
credit profile has weakened or
 
improved but
where Fitch expects
 
the credit profile
 
to return within
 
the next two
 
years to a
 
level consistent with
 
the current
rating, albeit
 
with some execution risk or uncertainty.
Description of ratings, as disclosed by DBRS Morningstar
 
on its public website
The
 
DBRS
 
Morningstar
 
long-term
 
credit
 
ratings
 
provide
 
opinions
 
on
 
risk
 
of
 
default.
 
DBRS
 
Morningstar
considers risk of default to
 
be the risk that
 
an issuer will fail to
 
satisfy the financial obligations in accordance
with the terms under
 
which a long-term obligation has
 
been issued. Credit ratings are
 
based on quantitative
and qualitative considerations relevant to the
 
issuer, and the relative ranking of claims. All
 
rating categories
from AA to CCC contain the subcategories (high) and
 
(low). The absence of either a
(high) or (low) designation
 
indicates the credit rating
 
is in the middle
 
of the category.
 
A long-term rating of
'AA' is
 
of superior
 
credit quality.
 
The capacity
 
for the
 
payment of
 
financial obligations
 
is considered
 
high.
Credit
 
quality
 
differs
 
from
 
'AAA'
 
only
 
to
 
a
 
small
 
degree.
 
Unlikely
 
to
 
be
 
significantly
 
vulnerable
 
to
 
future
events.
 
A
 
long-term
 
rating
 
of
 
'A'
 
is
 
of
 
good
 
credit
 
quality.
 
The
 
capacity
 
for
 
the
 
payment
 
of
 
financial
obligations
 
is
 
substantial,
 
but
 
of
 
lesser
 
credit
 
quality
 
than
 
'AA'.
 
May
 
be
 
vulnerable
 
to
 
future
 
events,
 
but
qualifying negative factors are considered manageable.
The DBRS Morningstar
 
short-term debt rating
 
scale provides
 
an opinion on
 
the risk that
 
an issuer will
 
not
meet
 
its
 
short-term
 
financial
 
obligations
 
in
 
a
 
timely
 
manner.
 
Ratings
 
are
 
based
 
on
 
quantitative
 
and
qualitative considerations relevant to the issuer and
 
the relative ranking of claims. The 'R-1'
 
and 'R-2' rating
categories are further denoted by the subcategories '(high)', '(middle)', and '(low)'.
 
A short-term debt rating
- 33 -
of 'R-1' '(high)' is the highest credit quality.
 
The capacity for the payment of short-term financial
 
obligations
as they fall due is exceptionally high. Unlikely to be adversely
 
affected by future events.
The DBRS
 
Morningstar preferred
 
share rating
 
scale reflects
 
an opinion
 
on the
 
risk that
 
an issuer
 
will not
fulfil its obligations with respect
 
to both dividend and
 
principal commitments in respect
 
of preferred shares
issued in the Canadian
 
securities market in accordance
 
with the terms under
 
which the relevant preferred
shares have been issued.
 
Every DBRS Morningstar
 
rating using the preferred
 
share rating scale
 
is based
on quantitative
 
and qualitative
 
considerations relevant
 
to the
 
issuing entity.
 
Each rating
 
category may
 
be
denoted by the
 
subcategories 'high'
 
and 'low'. The
 
absence of either
 
a 'high' or 'low'
 
designation indicates
the rating is in the middle of the category.
 
Preferred shares issued in the Canadian securities markets
 
are
rated using the preferred share rating
 
scale and preferred shares issued outside of the
 
Canadian securities
markets
 
are
 
rated
 
using
 
the
 
long-term
 
obligations
 
scale.
 
Because
 
preferred
 
share
 
dividends
 
are
 
only
payable when
 
approved, the
 
non-payment of
 
a preferred
 
share dividend
 
does not
 
necessarily result
 
in a
'D'.
 
DBRS
 
Morningstar
 
may
 
also
 
use
 
'SD'
 
(Selective
 
Default)
 
in
 
cases
 
where
 
only
 
some
 
securities
 
are
affected, such
 
as in
 
the case
 
of a
 
“distressed exchange”.
 
Preferred shares
 
rated 'Pfd-2'
 
are generally
 
of
good credit quality. Protection of dividends and principal is still substantial, but earnings, the balance sheet
and coverage ratios are
 
not as strong as
 
'Pfd-1' rated companies. Generally, 'Pfd-2' ratings correspond with
issuers with an 'A' category or higher reference point.
 
 
 
 
- 34 -
Appendix "C"
THE TORONTO-DOMINION BANK
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
In this Charter, "Bank" means
 
The Toronto
 
-Dominion Bank on a consolidated basis.
 
Part I: Main Responsibilities
1.1
 
Overseeing reliable, accurate and clear financial reporting to shareholders;
1.2
 
Overseeing the effectiveness of internal controls, including
 
internal control over financial reporting;
1.3
 
Recommending to the Board the shareholders’ auditor
 
to be put forward for approval by the
shareholders and the compensation and terms of engagement
 
of the shareholders’ auditor for
approval by the Board;
1.4
 
Overseeing the work of the shareholders' auditor,
 
including requiring the shareholders' auditor to
report directly to the Committee;
1.5
 
Reviewing reports from the shareholders' auditor,
 
Chief Financial Officer,
 
Chief Auditor, Chief
Compliance Officer,
 
and Chief Anti-Money Laundering Officer,
 
and evaluating the effectiveness and
independence of each;
1.6
 
Overseeing the establishment and maintenance of policies and
 
programs reasonably designed to
achieve and maintain the Bank's compliance with the laws
 
and regulations that apply to it;
1.7
 
Acting as the audit committee for certain subsidiaries of
 
the Bank that are federally regulated
financial institutions.
Part II: Independence
2.1
 
The Committee must be composed entirely of independent
 
directors;
2.2
 
The Committee meets without management or the shareholders'
 
auditor present at each
Committee meeting and will include such a session on
 
the agenda of each regularly scheduled
Committee meeting;
2.3
 
The Committee has the authority to engage, at the Bank's
 
expense, independent advisors to help it
make the best possible decisions on the financial reporting,
 
accounting policies and practices,
disclosure practices, compliance, and effectiveness
 
of internal controls of the Bank and may invite
them to attend and participate in meetings.
 
- 35 -
Part III: Composition and Independence, Financial Literacy
 
and Authority
3.1
 
The Committee will be composed of members of the
 
Board of Directors in such number as will be
determined by the Board with regard to the by-laws of
 
the Bank, applicable laws, rules and
regulations, and any other relevant considerations, subject
 
to a minimum requirement of four
directors.
3.2
 
No member of the Committee may be an officer
 
or retired officer of the Bank. Every member of the
Committee must be independent of the Bank within the meaning
 
of all applicable laws, rules and
regulations including those particularly applicable to audit committee
 
members and any other
relevant consideration as determined by the Board of Directors,
 
including the Bank's Director
Independence Policy.
 
3.3
 
No member of the Committee may serve on more than three
 
public company audit committees
(including the Bank) without the consent of the Corporate
 
Governance Committee and the Board.
3.4
 
The members of the Committee will be appointed by the
 
Board and will serve until their successor
is duly appointed, unless the member resigns, is removed, or ceases
 
to be a director.
 
3.5
 
A Chair will be appointed by the Board upon recommendation
 
of the Corporate Governance
Committee, failing which the members of the Committee
 
may designate a Chair by majority vote.
The Committee may from time to time delegate to its Chair certain
 
powers or responsibilities that
the Committee itself may have hereunder,
 
and if the Chair exercises such powers and
responsibilities, the Chair will report to the Committee with respect
 
to their actions.
3.6
 
In addition to the qualities set out in the Director Position Description,
 
all members of the
Committee must be financially literate or be willing and able
 
to acquire the necessary knowledge
quickly. “
Financially literate
” means the ability to read and understand financial statements
 
that
present a breadth and level of complexity of accounting issues
 
that are generally comparable to the
breadth and complexity of the issues that can reasonably
 
be expected to be raised by the Bank's
financial statements.
 
3.7
 
At least one member of the Committee must have a
 
background in accounting or related financial
management experience which would include any experience
 
or background that results in the
individual's financial sophistication, including being or having
 
been an auditor, a chief executive
officer, chief financial
 
officer or other senior officer with
 
financial statement experience.
3.8
 
The Committee has the authority to conduct any investigation
 
it deems appropriate, and to access
any officer, employee
 
or agent of the Bank, for the purpose of fulfilling its responsibilities,
 
including
the shareholders' auditor.
 
3.9
 
The Committee may obtain, at the Bank's expense, advice
 
and assistance from outside legal,
accounting or other advisors as the Committee deems necessary
 
to carry out its duties. It may
retain and determine the compensation to be paid for
 
such independent counsel or outside advisor
in its sole discretion without seeking Board approval.
 
3.10
 
Committee members will enhance their familiarity with
 
financial, accounting and other areas
relevant to their responsibilities by participating in educational sessions
 
or other opportunities for
development. With respect to financial reporting specifically,
 
the Committee will keep abreast of
trends and best practices in financial accounting and reporting,
 
as well as related internal controls
including considering, as they arise, topical issues and
 
their application to the Bank.
 
 
- 36 -
Part IV: Meetings
4.1
 
The Committee will meet at least four times annually,
 
or more frequently as circumstances dictate
or as the mandate requires.
 
4.2
 
The Committee will meet with the shareholders' auditor
 
and management quarterly to review the
Bank's financial statements consistent with the section entitled
 
"Financial Reporting" below.
 
4.3
 
The Committee will dedicate a portion of each of its regularly
 
scheduled meetings, held four times a
year, to meeting separately
 
with each of the following:
●
 
Chief Compliance Officer,
 
and
●
 
Chief Anti-Money Laundering Officer.
4.4
 
The Committee will dedicate a portion of each of its regularly
 
scheduled quarterly meetings to
meeting separately with each of the following:
●
 
Chief Executive Officer,
 
●
 
Chief Financial Officer,
 
●
 
General Counsel of the Bank,
 
●
 
Chief Auditor,
 
●
 
Chief Risk Officer,
 
and
 
●
 
Shareholders' auditor.
4.5
 
Any member of the Committee may make a request to
 
the Chair for a Committee meeting or any
part thereof to be held without management present.
 
4.6
 
To
 
facilitate open communication between this Committee
 
and the Risk Committee, and where the
Chair of the Risk Committee is not a member of this Committee,
 
the Chair of the Risk Committee
will have a standing invitation to attend each meeting
 
of this Committee at his or her discretion as a
non-voting observer and receive the materials for each
 
such meeting.
 
4.7
 
The Committee may conduct its meetings, in whole or in part,
 
in conjunction with meetings of the
other Committees of the Board and will meet with the Risk Committee
 
at least once annually to
discuss topics relevant to both Committees.
 
4.8
 
The Committee may invite to its meetings any director,
 
member of management of the Bank or
such other persons as it deems appropriate in order to
 
carry out its responsibilities. The Committee
may exclude from its meetings any persons it deems necessary
 
to ensure the proper fulfillment of
its duties.
Part V: Specific Duties and
 
Responsibilities
5.1
 
Financial Reporting
5.1.1
 
The Committee is responsible for the oversight of reliable,
 
accurate and clear financial reporting to
shareholders, including reviewing and discussing:
a.
 
The Bank's annual and interim consolidated financial statements
 
and management's discussion
and analysis ("MD&A"), prior to approval by the Board, submission
 
to appropriate regulators and
release to the public;
 
- 37 -
b.
 
The shareholders' auditor opinion on the annual financial statements
 
and on the Bank's internal
control over financial reporting; and
c.
 
Potential material non-public information of the Bank,
 
prior to release to the public.
5.1.2
 
In addition, the Committee's review will include, when appropriate
 
but at least annually,
 
discussion
with:
●
 
Management,
●
 
The Internal Audit Division, and
●
 
The shareholders' auditor,
of significant issues regarding accounting principles and policies,
 
industry practices and trends on
financial statements, and MD&A disclosures, including non-GAAP
 
and other financial measures (e.g.,
Items of Note), and significant management estimates
 
and judgments.
5.1.3
 
The Committee reviews and recommends for approval to the
 
Board the earnings news releases
and satisfies itself that adequate procedures are in place
 
for the review of the Bank's public
disclosure of financial information extracted or derived
 
from the Bank's financial statements, other
than the public disclosure in the Bank's annual and interim consolidated
 
financial statements and
MD&A and must periodically assess the adequacy of those
 
procedures.
5.2
 
Financial Reporting Process
The Committee supports the Board in its oversight of the
 
financial reporting process of the Bank including
by:
5.2.1
 
Working with management, the shareholders'
 
auditor and the Internal Audit Division to review the
integrity of the Bank's financial reporting processes for
 
both quarterly and annual reporting
undertaken by management;
5.2.2
 
Reviewing the process relating to and the certifications
 
of the Chief Executive Officer and the Chief
Financial Officer on the integrity of the Bank's quarterly
 
and annual consolidated financial
statements and such other periodic disclosure documents
 
required by regulators or that may be
required by law;
5.2.3
 
Reviewing sustainability disclosures required to be included
 
in financial reporting, including any
such disclosures relating to climate-related matters;
5.2.4
 
Considering the key accounting policies of the Bank and reviewing
 
in appropriate detail the basis
for significant estimates and judgments including but not
 
limited to actuarial reserves, allowances
for loan losses and other valuation allowances and discussing
 
such matters with management
and/or the shareholders' auditor;
5.2.5
 
Reviewing with management and the shareholders' auditor significant
 
accounting principles and
policies and all critical accounting policies and practices
 
used and any significant audit adjustments
made;
5.2.6
 
Considering and approving, if appropriate, substantive
 
changes to the Bank's accounting and
financial reporting policies as suggested by management;
 
5.2.7
 
Establishing regular systems of reporting to the Committee
 
by each of:
●
 
Management,
 
●
 
The shareholders' auditor,
 
and
 
●
 
The Internal Audit Division,
- 38 -
regarding any significant judgments made in management's preparation
 
of the financial statements
and any significant difficulties encountered during
 
the course of the review or audit, including any
restrictions on the scope of work or access to required information;
 
5.2.8
 
Reviewing tax and tax planning matters that are material to
 
the financial statements.
5.3
 
Roles in the Financial Reporting Process
5.3.1
 
Management is responsible for the Bank's financial reporting
 
process, which includes the
preparation, presentation and integrity of the Bank's financial
 
statements and maintenance of
appropriate accounting and financial reporting principles
 
and policies, and internal controls and
procedures designed to verify compliance with accounting standards
 
and applicable laws and
regulations.
 
5.3.2
 
The shareholders' auditor is responsible for planning and carrying
 
out, in accordance with
professional standards, an audit of the Bank's annual financial
 
statements and reviews of the
Bank's quarterly financial information.
5.3.3
 
The Committee reviews the results of the review by the shareholders'
 
auditor.
5.4
 
Internal Controls
5.4.1
 
Management is responsible for devising and maintaining
 
effective internal control over financial
reporting and for its assessment of the effectiveness
 
of such internal controls.
5.4.2
 
The Committee is responsible for overseeing the internal control
 
framework and monitoring its
effectiveness including by:
a.
 
Reviewing management's reports related to the establishment
 
and maintenance of an adequate
and effective internal control system and processes
 
(including controls related to the
prevention, identification and detection of fraud) that are
 
designed to provide reasonable
assurance under properly calibrated materiality in areas
 
including reporting (financial,
operational and risk), efficiency and effectiveness
 
of operations and safeguarding assets,
monitoring compliance with laws, regulations and guidance,
 
and internal policies, including
compliance with section 404 of the U.S. Sarbanes-Oxley
 
Act and similar rules of the Canadian
Securities Administrators;
b.
 
As part of this review, the Committee
 
will consider and discuss with management whether any
deficiencies identified may be classified as a significant
 
deficiency or material weakness;
c.
 
Meeting with management, the Chief Auditor and the shareholders'
 
auditor to assess the
adequacy and effectiveness of the Bank's
 
internal controls, including internal control over
financial reporting and controls related to the prevention,
 
identification and
 
detection of fraud;
d.
 
Overseeing the adequacy of governance structures and control
 
processes for all financial
instruments that are measured at fair value for financial reporting
 
purposes;
 
e.
 
Reviewing reports from the Risk Committee as considered
 
necessary or desirable with respect
to any issues relating to internal control policies and the
 
effectiveness of related procedures
considered by that Committee in the course of undertaking
 
its responsibilities;
 
f.
 
Reviewing reporting by the Bank to its shareholders regarding
 
internal control over financial
reporting.
- 39 -
5.5
 
Internal Audit Division
5.5.1
 
The Committee will:
 
a.
 
Oversee the Internal Audit Division of the Bank and any
 
aspects of the internal audit function that
are outsourced to a third party;
 
b.
 
Satisfy itself that the Internal Audit Division is sufficiently
 
independent to perform its
responsibilities;
c.
 
Discuss with the Chief Auditor and senior management
 
the authority, roles
 
and responsibilities for
the Internal Audit Division and, at least annually,
 
reviews and approves the Internal Audit
Division's Charter and the Chief Auditor's mandate and
 
independence attestation;
d.
 
Review and discuss with the Chief Auditor internal audit
 
priorities and the annual audit plan
(including the risk assessment methodology) and approves
 
the audit plan and any significant
changes thereto once the Committee is satisfied that the plan
 
is appropriate, risk-based and
addresses all the relevant activities and significant risks
 
over a measurable cycle;
e.
 
Review and approve the annual financial budget, resource
 
plan and performance objectives, and
review significant updates to any of them;
f.
 
Review the Global Internal Audit Policy;
 
g.
 
Confirm the appointment and dismissal of the Chief Auditor;
 
h.
 
Receive summaries of reports made pursuant to the Raising
 
Conduct and Ethics Concerns Policy
with respect to accounting allegation matters on a quarterly
 
basis and with respect to material
accounting allegation matters as they arise;
i.
 
Annually convey its view of the performance of the Chief
 
Auditor to the Chief Executive Officer as
input into the compensation approval process;
j.
 
At least annually assess the effectiveness
 
and operational adequacy of the Internal Audit
Division;
k.
 
Review the results of the independent quality assurance
 
review report on the Internal Audit
Division conducted on a five-year cycle, including information
 
on the qualifications and
independence of the assessor(s) and any potential conflict
 
of interest;
l.
 
Periodically review the results of a benchmarking of the Internal
 
Audit Division conducted with the
assistance of an independent third party;
m.
 
Review and discuss regular reports prepared by the Chief
 
Auditor. This includes internal control
over financial reporting and all other information outlined in regulatory
 
guidance, management's
response and updates on outstanding findings, and thematic findings
 
across the Bank;
n.
 
Provide a forum for the Chief Auditor to have unfettered access
 
to the Committee to raise any
non-conformance with the Audit Code of Ethics or the
 
standards of the Institute of Internal
Auditors that impacts the overall scope or operation of
 
the Internal Audit Division, organizational
or industry issues or issues with respect to the relationship
 
and interaction between the Internal
Audit Division, management, the shareholders' auditor and/or
 
regulators;
 
o.
 
Oversee remediation of deficiencies identified by supervisory
 
authorities related to the Internal
Audit Division within an appropriate time frame and review
 
reports on progress of necessary
corrective actions.
- 40 -
5.6
 
Oversight of Shareholders' Auditor
5.6.1
 
The Committee annually reviews and evaluates the performance,
 
qualifications, skills, resources
(amount and type), independence and professional skepticism
 
of the shareholders' auditor and
recommends to the Board for recommendation to the shareholders,
 
the appointment of the
shareholders' auditor.
 
5.6.2
 
The Committee is responsible for recommending to the Board for
 
approval the remuneration of the
shareholders' auditor after satisfying itself that the level of
 
audit fees is commensurate with the
scope of work to obtain a quality audit and consider financi
 
al reporting risks.
 
5.6.3
 
The Committee also makes recommendations to the Board for
 
approval regarding, if appropriate,
termination of the shareholders' auditor.
 
The shareholders' auditor will be accountable to
 
the
Committee and the entire Board, as representatives of the shareholders,
 
for its review of the
financial statements and controls of the Bank.
 
5.6.4
 
In addition, the Committee will:
a.
 
Review and approve the annual audit plans and recommend
 
to the Board for approval the
engagement letters of the shareholders' auditor and satisfy
 
itself that the plans are appropriate,
risk-based and address all the relevant activities over a
 
measurable cycle;
b.
 
At least annually, review
 
the shareholders' auditor's processes for assuring the
 
quality of their
audit services including ensuring their independence and any
 
other matters that may affect the
audit firm's ability to serve as shareholders' auditor;
c.
 
Discuss those matters that are required to be communicated
 
by the shareholders' auditor to the
Committee in accordance with the standards established
 
by the Chartered Professional
Accountants of Canada and the U.S. Public Company
 
Accounting Oversight Board ("PCAOB")
and the requirements of the
Bank Act
(Canada) and of the Bank's regulators, including its
primary regulator, the Office
 
of the Superintendent of Financial Institutions, as applicable
 
to the
Bank from time to time;
 
d.
 
Review with the shareholders' auditor any issues that
 
may be brought forward by it, including
any audit problems or difficulties, such as restrictions
 
on its audit activities or access to
requested information, and management's responses;
e.
 
Request management to take the necessary corrective actions
 
to address any findings and
recommendations of the shareholders' auditor in a timely manner;
f.
 
Review with the shareholders' auditor concerns, if any,
 
about the quality, not
 
just acceptability,
of the Bank's accounting principles and policies as applied
 
in its financial reporting;
g.
 
Provide a forum for management and the Chief Auditor
 
and/or shareholders' auditor to raise
issues regarding their relationship and interaction. To
 
the extent disagreements regarding
financial reporting are not resolved, it will be responsible for the resolution
 
of such
disagreements between management and the Chief Auditor
 
and/or shareholders' auditor;
h.
 
At least annually, review
 
and evaluate the qualifications, performance and
 
independence of the
lead, and other key senior partners of the shareholders'
 
auditor;
 
i.
 
Monitor the rotation timing and, upon rotation of the lead
 
and other key senior partners, assess
the qualifications of the shareholders' auditor's proposed new
 
lead and other key senior
partners;
- 41 -
j.
 
Obtain confirmation from the shareholders' auditor of compliance
 
with the requirements for the
qualifications for auditors pursuant to the
Bank Act
(Canada), and guidance by other applicable
regulators;
k.
 
At least every five years, conduct a periodic comprehensive
 
review of the shareholders' auditor;
l.
 
Annually review and discuss the Canadian Public Accountability
 
Board's ("CPAB")
 
and
PCAOB's public reports with the shareholders' auditor
 
and, as necessary,
 
discuss any CPAB
and/or PCAOB findings specific to the inspection of the Bank's
 
audit.
5.7
 
Independence of Shareholders' Auditor
5.7.1
 
The Committee monitors and assesses the independence
 
of the shareholders' auditor through
various mechanisms, including by:
a.
 
Recommending to the Board for approval the audit engagement
 
terms and fees and approving
other legally permissible services to be performed by the shareholders'
 
auditor for the Bank,
with such approval to be given either specifically or pursuant
 
to pre-approval procedures
adopted by the Committee;
 
b.
 
Reviewing from the shareholders' auditor,
 
at least annually,
 
a formal written statement
confirming independence and delineating all relationships
 
between the shareholders' auditor
and the Bank consistent with the rules of professional conduct
 
of the Canadian provincial
chartered accountants' institutes or other regulatory bodies,
 
as applicable;
c.
 
Reviewing and discussing with the Board and the shareholders'
 
auditor, annually and otherwise
as necessary, any
 
relationships or services between the shareholders'
 
auditor and the Bank or
any factors that may impact the objectivity and independence
 
of the shareholders' auditor;
d.
 
Reviewing, approving and monitoring policies and procedures
 
for the employment of past or
present partners, or employees of the shareholders' auditor
 
as required by applicable laws;
 
e.
 
Reviewing, approving and monitoring other policies and procedures
 
put in place to facilitate
auditor independence, such as the criteria for tendering the
 
shareholders' auditor contract and
the rotation of members of the audit engagement team,
 
as applicable.
5.8
 
Finance Department
5.8.1
 
The Committee oversees the Finance Department of the Bank,
 
including by:
a.
 
Reviewing and approving the mandate of the Finance
 
Department and the mandate of the
Chief Financial Officer at least annually;
b.
 
Reviewing and approving, at least annually,
 
the Finance Department strategic priorities, budget
and resource plan, including reviewing reports from management
 
on resource adequacy;
c.
 
Annually assessing the effectiveness of the Finance
 
Department;
d.
 
Periodically reviewing the results of a benchmarking of the Finance
 
Department conducted with
the assistance of an independent third party;
e.
 
Annually conveying its view of the performance of the Chief Financial
 
Officer to the Chief
Executive Officer as input into the compensation
 
approval process;
f.
 
Confirming the appointment and dismissal of the Chief
 
Financial Officer;
- 42 -
g.
 
Providing a forum for the Chief Financial Officer
 
to have unfettered access to the Committee to
raise any financial reporting issues or issues with respect
 
to the relationship and interaction
among the Finance Department, management, the shareholders'
 
auditor and/or regulators.
 
5.9
 
Compliance
5.9.1
 
The Committee oversees the establishment and maintenance
 
of policies and programs reasonably
designed to achieve and maintain the Bank's compliance
 
with the laws and regulations that apply to
it, including by:
a.
 
Establishing and maintaining procedures in accordance
 
with regulatory requirements for the
receipt, retention and treatment of confidential, anonymous
 
submissions of concerns regarding
questionable accounting, internal accounting controls or
 
auditing matters, and reviewing reports
on such complaints and submissions as required under
 
the applicable policy;
 
b.
 
Reviewing professional pronouncements and changes
 
to key regulatory requirements relating
to accounting rules to the extent they apply to the financial reporting
 
process of the Bank.
5.10
 
Global Compliance Department
 
5.10.1
 
The Committee will oversee the Global Compliance Department
 
of the Bank and the execution of
its mandate and will satisfy itself that the Global Compliance
 
Department is sufficiently
independent to perform its responsibilities.
5.10.2
 
In addition, the Committee will:
a.
 
Review and approve its annual plan, including its budget, resources
 
and strategic priorities, and
any significant changes to the annual plan;
b.
 
Annually review and approve the mandate of the Global Compliance
 
Department and the
mandate of the Chief Compliance Officer;
c.
 
At least annually assess the effectiveness
 
of the Global Compliance Department;
d.
 
Periodically review the results of a benchmarking of the Global
 
Compliance Department
conducted with the assistance of an independent third party;
e.
 
Confirm the appointment and dismissal of the Chief Compliance
 
Officer;
f.
 
Annually convey its view of the performance of the Chief
 
Compliance Officer to the Chief
Executive Officer as input into the compensation
 
approval process;
g.
 
Review with management the Bank's compliance with
 
applicable regulatory requirements and
the Regulatory Compliance Management ("RCM") Program;
h.
 
Review and discuss reports prepared by the Chief Compliance
 
Officer for the Committee on a
quarterly basis including with regard to reports by regulators
 
and supervisory authorities related
to the Global Compliance Department, the Bank's RCM
 
program or the Bank's compliance with
applicable laws and regulations and follow-up on any outstanding
 
issues including proactive
consideration of whether deficiencies in one area may
 
be present in other areas;
 
i.
 
At least annually review the assessment by the Chief Compliance
 
Officer on the adequacy of,
adherence to and effectiveness of the Bank's day-to-day
 
RCM controls, as well as the Opinion
of the Chief Compliance Officer as to whether the
 
RCM Program and controls are sufficiently
robust to achieve compliance with the applicable enterprise
 
-wide regulatory requirements;
 
- 43 -
j.
 
Provide a forum for the Chief Compliance Officer
 
to have unfettered access to the Committee to
raise any compliance issues or concerns with respect to
 
the relationship and interaction among
the Global Compliance Department, management and/or
 
regulators.
5.11
 
Financial Crime Risk Management ("FCRM")
5.11.1
 
The Committee will oversee and monitor the establishment,
 
maintenance and ongoing
effectiveness of the Anti-Money Laundering ("AML")
 
/ Anti-Terrorist
 
Financing ("ATF")
 
/ Economic
Sanctions / Anti-Bribery and Anti-Corruption Program
 
("FCRM Program") that is designed so that
the Bank is in compliance with the laws and regulations that
 
apply to it as well as its own policies,
including:
a.
 
Reviewing with management the Bank's compliance with
 
applicable regulatory requirements;
b.
 
Reviewing an annual report from the Chief Anti-Money
 
Laundering Officer regarding the
assessment of the effectiveness of the FCRM Program,
 
and following up with management on
the status of recommendations and suggestions, as appropriate;
 
c.
 
Reviewing the opinion of the Chief Auditor on the effectiveness
 
of the FCRM Program
(including AML) every two years and following up with
 
management on the status of
recommendations and suggestions, as appropriate.
5.12
 
FCRM Department
5.12.1
 
The Committee will oversee the FCRM Department of the
 
Bank and the execution of its mandate
and will satisfy itself that the FCRM Department is sufficiently
 
independent to perform its
responsibilities.
 
5.12.2
 
In addition, the Committee will:
a.
 
Review and approve the FCRM Department's annual
 
plan, including its budget, resources and
strategic priorities, and any significant changes to the annual
 
plan;
 
b.
 
Consider and approve the AML Program Framework, including
 
the Enterprise AML/ATF
 
and
Enterprise Sanctions policies;
c.
 
At least annually assess the effectiveness
 
of the FCRM Department;
d.
 
Review the results of an independent effectiveness
 
review of the FCRM Program (including
AML) conducted periodically;
e.
 
Periodically review the results of a benchmarking of the FCRM
 
Department conducted with the
assistance of an independent third party;
f.
 
Annually review and approve the mandate of the FCRM
 
Department and the mandate of the
Chief Anti-Money Laundering Officer;
g.
 
Confirm the appointment and dismissal of the Chief Anti-Money
 
Laundering Officer;
h.
 
Annually convey its view of the performance of the Chief
 
Anti-Money Laundering Officer to the
Chief Executive Officer as input into the compensation
 
approval process;
i.
 
Review and discuss reports prepared by the Chief Anti-Money
 
Laundering Officer for the
Committee on a quarterly basis including with regard to reports
 
by supervisory authorities
related to the FCRM Program, on the Bank's compliance
 
with applicable laws and regulations
- 44 -
and on the design and operation of the FCRM Program,
 
the adequacy of resources (people,
systems and budget), and any recommendations thereto,
 
and follow-up on any outstanding
issues including proactive consideration of whether deficiencies in
 
one area may be present in
other areas;
 
j.
 
Provide a forum for the Chief Anti-Money Laundering
 
Officer to have unfettered access to the
Committee to raise any compliance issues or concerns
 
with respect to the relationship and
interaction among the FCRM Department, management and/or
 
regulators.
5.13
 
General
The Committee will have the following additional general duties
 
and responsibilities:
5.13.1
 
Act as the audit committee for certain Canadian subsidiaries
 
of the Bank that are federally
regulated financial institutions, including meeting on an
 
annual basis, without management
present, with the appointed actuaries of the applicable
 
subsidiaries of the Bank that are federally
regulated financial institutions;
5.13.2
 
Review with the Bank's General Counsel any legal matter
 
arising from litigation, asserted claims or
regulatory non-compliance that could have a material impact on
 
the Bank's financial condition and
results and provide a forum for the General Counsel of
 
the Bank to have unfettered access to the
Committee to raise any legal issues;
5.13.3
 
Provide a forum for the Chief Risk Officer to have
 
unfettered access to the Committee to raise any
compliance issues;
5.13.4
 
Perform such other functions and tasks as may be mandated by regulatory
 
requirements
applicable to audit committees or delegated by the Board;
5.13.5
 
Conduct an annual evaluation of the Committee to assess
 
its contribution and effectiveness in
fulfilling its mandate;
5.13.6
 
Review and assess the adequacy of this Charter at least
 
annually and submit this Charter to the
Corporate Governance Committee for review and recommendation
 
to the Board for approval;
noting that changes considered administrative by the
 
Chair of the Committee and the Board Chair
can be reviewed and approved by the Corporate Governance
 
Committee throughout the year and
aggregated once per year for review and concurrence
 
by the Board;
5.13.7
 
Maintain minutes or other records of meetings and activities of
 
the Committee;
 
5.13.8
 
The Committee Chair will report to the Board on recommendations
 
and material matters arising at
Committee meetings and any significant matters that arise
 
between Board meetings and will report
as required to the Risk Committee on issues of relevance to
 
it.
 
Posted:
December 2025