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TD Bank Group Management Proxy Circular Now Available

            TD Bank Group Management Proxy Circular Now Available

PR Newswire

TORONTO, Feb. 21, 2013

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.

TD continued its strategic growth in 2012, completing the acquisition of MBNA
Canada's credit card portfolio and announcing the acquisition of Target's U.S.
credit card portfolio. Building on its reputation as a great place to work, TD
was named one of Aon Hewitt's 50 Best Employers in Canada for the fifth year
in a row.

"The board is pleased with TD's 2012 performance, and we are confident that
the management team will continue to deliver superior results and long-term
shareholder value, despite ongoing challenges in the macroeconomic
environment," said Mr. Levitt.

About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD
Bank Group (TD). TD is the sixth largest bank in North America by branches and
serves approximately 22 million customers in four key businesses operating in
a number of locations in key financial centres around the globe: Canadian
Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance
Canada; Wealth and Insurance, including TD Waterhouse, an investment in TD
Ameritrade, and TD Insurance; U.S. Personal and Commercial Banking, including
TD Bank, America's Most Convenient Bank, and TD Auto Finance U.S.; and
Wholesale Banking, including TD Securities. TD also ranks among the world's
leading online financial services firms, with more than 8.5 million online
customers. TD had CDN$811 billion in assets on October 31, 2012. The
Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York
Stock Exchanges.

SOURCE TD Bank Group

Contact:

Stephen Knight, Media Relations, 416-983-5804stephen.knight@td.com