The information in this section is a summary only and is qualified in its entirety by and should be read in conjunction with the more detailed information appearing in the prospectus or similar document related to the security
(For information filed with Canadian Securities Administrators, go to the Sedar Website)
On December 5, 2013, TD announced that its Board of Directors declared a stock dividend of one common share per each issued and outstanding common share.
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An unlimited number of common shares, without par value
1,841,558,019 shares as at July 31, 2014
TD common shares are listed on:
891160 50 9
Holders of common shares are entitled to receive dividends as and when declared by the Board of Directors of TD, subject to the Dividend Restrictions. Subject to the restrictions described below, a holder of common shares is entitled to one vote for each share held at all meetings of shareholders except meetings at which only holders of a specified class or series of shares are entitled to vote. In the event of the liquidation, dissolution or winding-up of TD, after payment of all outstanding debts and subject to the preference of any shares ranking senior to the common shares, the holders of common shares would be entitled to a pro rata distribution of the remaining assets of TD.
Bank Act (Canada) Restrictions on Common Share Ownership and Voting
The Bank Act (Canada) prohibits the ownership by one person or entity of more than 10% of any class of shares without approval in accordance with its provisions.
Common shares cannot be voted, either in person or by proxy, if they are held in contravention of the Bank Act (Canada). Restrictions on ownership and voting are described in the management proxy circular available at the following link : http://www.td.com/document/PDF/investor/2014/td-investor-2014-Proxy-EN.pdf.
Redemption and Conversion
The common shares have no redemption or conversion rights.
Stock Split Information
Valuation Day Price
For Canadian income tax purposes, TD's common stock was quoted at $30.00 per share on Valuation Day, December 22, 1971. After adjustments for the two-for-one stock split in December 1975 and the three-for-one stock split in July 1983, this is now equivalent to $5.00 per share.
There is no adjustment for the one-for-one stock dividend in July 1989, the one-for-one stock dividend in July 1999, and the one-for-one stock dividend in January 2014. For Canadian capital gains tax purposes all the stock dividend shares are considered to be acquired after 1971. The number of stock dividend shares received should therefore be added to the post-1971 pool of shares. Because the stock dividend shares have a nil cost, no amount is added to the cost base of the post-1971 pool. The stock dividend does not alter the number or adjusted cost base of any pre-1972 pool of shares held.