TD Bank 2014 Annual Report Download - page 185

TD BANK GROUP ANNUAL REPORT 2014 FINANCIAL RESULTS 183
SHARE CAPITAL
NOTE 21
COMMON SHARES
The Bank is authorized by its shareholders to issue an unlimited
number of common shares, without par value, for unlimited consider-
ation. The common shares are not redeemable or convertible. Dividends
are typically declared by the Board of Directors of the Bank on a
quarterly basis and the amount may vary from quarter to quarter.
PREFERRED SHARES
The Bank is authorized by its shareholders to issue, in one or more
series, an unlimited number of Class A First Preferred Shares, without
nominal or par value. Non-cumulative preferential dividends are
payable quarterly, as and when declared by the Board of Directors of
the Bank. Preferred shares issued after January 1, 2013, include a
non-viability contingent capital (NVCC) provisions (NVCC Provisions),
necessary for the preferred shares to qualify as regulatory capital under
OSFI’s Capital Adequacy Requirements (CAR) guideline. NVCC Provisions
require the conversion of the preferred shares into a variable number
of common shares of the Bank if OSFI determines that the Bank is, or
is about to become, non-viable and that after conversion of all non-
common capital instruments, the viability of the Bank is expected to
be restored, or if the Bank has accepted or agreed to accept a capital
injection or equivalent support from a federal or provincial government
without which the Bank would have been determined by OSFI to be
non-viable.
STOCK DIVIDEND
On January 31, 2014, the Bank paid a stock dividend of one common
share per each issued and outstanding common share, which has the
same effect as a two-for-one split of the common shares. The follow-
ing table summarizes the shares issued and outstanding and treasury
shares held as at October 31, and reflects the impact of the stock
dividend on the common shares as if it was retrospectively applied to
all periods presented that occurred prior to the payment date of the
stock dividend.
Common and Preferred Shares Issued and Outstanding and Treasury Shares Held
(millions of shares and millions of Canadian dollars) October 31, 2014
October 31, 2013
Number Number
of shares Amount of shares Amount
Common Shares
Balance as at beginning of year 1,838.9 $ 19,316 1,836.5 $ 18,691
Proceeds from shares issued on exercise of stock options 5.0 199 8.3 297
Shares issued as a result of dividend reinvestment plan 6.4 339 12.1 515
Purchase of shares for cancellation (4.1) (43) (18.0) (187)
Balance as at end of year – common shares 1,846.2 $ 19,811 1,838.9 $ 19,316
Preferred Shares – Class A
Series O1 – $ – 17.0 $ 425
Series P 10.0 250 10.0 250
Series Q 8.0 200 8.0 200
Series R 10.0 250 10.0 250
Series S 5.4 135 5.4 135
Series T 4.6 115 4.6 115
Series Y 5.5 137 5.5 137
Series Z 4.5 113 4.5 113
Series AA2 – – 10.0 250
Series AC3 – – 8.8 220
Series AE4 – – 12.0 300
Series AG5 – – 15.0 375
Series AI6 – – 11.0 275
Series AK7 – – 14.0 350
Series 1 20.0 500 – –
Series 3 20.0 500 – –
Balance as at end of year – preferred shares 88.0 $ 2,200 135.8 $ 3,395
Treasury shares – common
Balance as at beginning of year (3.9) $ (145) (4.2) $ (166)
Purchase of shares (80.7) (4,197) (83.4) (3,552)
Sale of shares 83.0 4,288 83.7 3,573
Balance as at end of year – treasury shares – common (1.6) $ (54) (3.9) $ (145)
Treasury shares – preferred
Balance as at beginning of year (0.1) $ (2) – $ (1)
Purchase of shares (6.1) (154) (3.4) (86)
Sale of shares 6.2 155 3.3 85
Balance as at end of year – treasury shares – preferred – $ (1) (0.1) $ (2)
1
On October 31, 2014, the Bank redeemed all of its outstanding Class A First
Preferred Shares, Series O, at a redemption price of $25 per share.
2
On January 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset
Preferred Shares, Series AA, at a redemption price of $25 per share.
3
On January 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset
Preferred Shares, Series AC, at a redemption price of $25 per share.
4
On April 30, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset
Preferred Shares, Series AE, at a redemption price of $25 per share.
5
On April 30, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset
Preferred Shares, Series AG, at a redemption price of $25 per share.
6
On July 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset
Preferred Shares, Series AI, at a redemption price of $25 per share.
7
On July 31, 2014, the Bank redeemed all of its outstanding 5-Year Rate Reset
Preferred Shares, Series AK, at a redemption price of $25 per share.