Chair of the Board’s Message

TD’s strategic progress in 2025 demonstrates the underlying strengths of the Bank and reflects the unwavering commitment of our colleagues.

Our 2025 earnings performance, strong CET1 ratio and organic capital generation capability provided the Bank with the means to invest in our business, strengthen our risk and control environment, and create value for our shareholders.

This performance supported critical investments in talent, innovation and new capabilities, while delivering an increase in our common share dividend to shareholders. We also initiated an $8 billion stock buy-back in 2025 following the sale of our stake in Schwab. In September, we announced plans, subject to regulatory approval, to initiate a subsequent buy-back of $6 billion–$7 billion in 2026, returning excess capital directly to shareholders, while maintaining a very strong capital position.

In 2025, the Board welcomed five new independent directors with expertise in global banking, governance, risk management and regulatory compliance, reconstituted its committees, and oversaw management’s review and introduction of the Bank’s new strategy. I became Chair of the Board on September 1, 2025, and it’s a privilege for me and my director colleagues to serve TD and our fellow shareholders.

We maintained a sharp focus on our U.S. AML remediation efforts throughout 2025. Directors received regular reports, challenged management and connected directly with the experts within the Bank who are driving this important work. We are making steady progress and remain focused on the critical work needed to meet our obligations.

My Board colleagues and I meet regularly with TD leaders, clients and shareholders to gain new insights and hear different perspectives. These candid conversations are very valuable and help inform the Board’s work and deliberations.

In February, Raymond Chun assumed the leadership of the Bank as our new Group President and CEO. A dynamic leader and skilled operator, Ray and his senior leaders have reenergized the Bank and are executing on a detailed plan to accelerate growth.

Ray has set the Bank on a new course, focused on creating deeper relationships with our 28 million clients, building a simpler and faster organization, with disciplined execution. Accountability at every level is now part of the Bank’s culture, empowering every colleague to drive strong outcomes and support our collective success.

On behalf of the Board, I extend our thanks to all TD colleagues for their tremendous efforts, our clients for placing their trust in TD and our shareholders for your support.