TD Bank Group Management Proxy Circular Now Available

TORONTO, Feb. 21, 2013 /PRNewswire/ - TD Bank Group (TD) today announced that it has mailed its Notice of Annual Meeting of Common Shareholders and Management Proxy Circular to common shareholders of The Toronto-Dominion Bank. The document is also available online at www.td.com/investor/proxy.jsp.

The management proxy circular contains information for shareholders regarding TD's annual meeting, including exercising voting rights on the election of TD's Board of Directors, the appointment of the auditor, and shareholder proposals. It also includes information regarding a non-binding, advisory vote by shareholders on TD's approach to executive compensation disclosed in the circular. The meeting will be held on April 4, 2013, at the Fairmont Château Laurier in Ottawa.

The circular also contains, among other items, detailed descriptions of TD's approach to executive compensation, including the 2012 compensation of Ed Clark, Group President and Chief Executive Officer, TD.

The Board, on a recommendation from its Human Resources Committee, set Mr. Clark's total direct compensation for 2012 at $10.75 million, a five per cent decrease from 2011. In making this decision, the committee considered a number of factors, including TD's strong results as well as the impact of litigation reserves reported during 2012.

"TD delivered strong performance in 2012, during a time of slow economic growth," said Brian Levitt, TD's Chairman of the Board and member of the Human Resources Committee. "The bank's full-year adjusted earnings exceeded $7 billion for the first time and adjusted earnings per share rose eight per cent from 2011, thanks to the strength of the leadership team and a proven business model focused on high-quality, reliable retail earnings and legendary customer service."

TD's earnings in 2012 were driven by the strong results of its North American retail businesses, growth in its Wealth Management and Insurance businesses and a strong performance from its Wholesale business, despite challenging markets. The bank's performance surpassed its North American peers on several key financial measures, and customer satisfaction levels increased during the year. For the seventh consecutive year, TD Canada Trust was named highest in customer satisfaction among the big five Canadian banks by J.D. Power & Associates.

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