TD ended 2024 a strong, well-capitalized Bank, with the financial means required to strengthen our risk and control environment and invest in our business.

This was a year with difficult challenges.

The deficiencies of our U.S. AML program were serious. As a Global Systemically Important Bank (G-SIB), and an integral part of the financial system, we have a responsibility to protect the system and thwart criminal activity. We did not deliver, and we apologize to all our stakeholders.

In October, we reached a resolution of these matters with U.S. regulators as well as the Department of Justice. The terms were costly and imposed certain limitations on our U.S. retail business, along with significant program remediation requirements. We take these terms and requirements very seriously.

We must build and demonstrate that we have a sustainably effective U.S. AML program, within an effective enterprise Risk & Control environment – including a culture of ownership, clear accountability, leaders and talent with the necessary expertise, modernized technology, and well-designed policies and procedures. Work is underway and we are making meaningful progress. We will deliver the remediation required to put the Bank on a stronger foundation and meet our regulatory obligations. This is the number one priority for the Board and management.

The Board is committed to renewal and is actively recruiting new directors to strengthen our oversight capabilities. As part of our resolution, we are conducting a third-party review of Board structure and composition, which will further inform our efforts.

Over the past three fiscal years, we have onboarded six independent directors with legal, financial, banking and capital markets, technology, and data expertise. In the U.S., we added new directors to our subsidiary boards to strengthen their oversight of our U.S. operations. We have also established dedicated committees for regulatory remediation oversight and benchmarked our corporate governance program. In addition, we are reviewing our Board Committees and anticipate changes in chairs and composition in the new year.

In September, we announced that Bharat Masrani will retire on April 10, 2025. Over close to four decades, Bharat has helped build TD and has led us through periods of significant change and complexity. The Board extends its thanks for his many contributions and dedicated service to the Bank.

Through a formal process, supported by external consultants, the Board carefully considered internal and external options. We unanimously chose Raymond Chun to become the next Group President and CEO of TD Bank Group. He was appointed Chief Operating Officer on November 1, 2024, with responsibility for all lines of business globally, and will succeed Bharat upon his retirement. Ray will continue to prioritize U.S. AML program remediation and ensure that TD has the risk and control environment appropriate for a G-SIB.

Ray is a proven leader with a track record of success over more than three decades with the Bank. He has successfully led and grown some of our largest and most complex businesses. In every role, he has accelerated execution, developed and empowered high-performing teams, elevated the customer experience, and enhanced the Bank’s competitive advantage.

Ray has a mandate to refresh strategy, strengthen culture, and drive change where necessary to deliver for our shareholders and all stakeholders. He knows the Bank, what needs to be done, and will hit the ground running.

While 2024 held many challenges, TD remains an outstanding institution, with deep customer relationships, well-positioned businesses with significant scale, and strong ties across the communities in which we operate.

The Board extends its appreciation to TD’s more than 95,000 colleagues for their dedication to the Bank and for their continued commitment to the millions of customers and clients we serve.

Thank you.