The following table details our common and preferred shares and other equity instruments outstanding.


	As at and for the year ended
	October 31, 2022								October 31, 2021

(Millions of Canadian dollars, except the number of shares and as otherwise noted)	Number of shares (thousands)			Amount			Dividends declared per share		Number of shares (thousands)			Amount			Dividends declared per share
Common shares issued



Balance at beginning of period		1,425,187		$	17,728					1,423,861		$	17,628
Issued in connection with share-based compensation plans (1)		1,270			99					1,326			100
Purchased for cancellation (2)		(40,866	)		(509	)				–			–
Balance at end of period		1,385,591		$	17,318		$	4.96		1,425,187		$	17,728		$	4.32
Treasury – common shares
Balance at beginning of period (3)		(662	)	$	(73	)				(1,388	)	$	(129	)
Purchases		(48,437	)		(5,183	)				(37,603	)		(4,060	)
Sales		46,419			4,922					38,329			4,116
Balance at end of period (3)		(2,680	)	$	(334	)				(662	)	$	(73	)
Common shares outstanding		1,382,911		$	16,984					1,424,525		$	17,655
Preferred shares and other equity instruments issued
First preferred (4)
Non-cumulative, fixed rate
Series BH		6,000		$	150		$	1.23		6,000		$	150		$	1.23
Series BI		6,000			150			1.23		6,000			150			1.23
Series BJ (5)		–			–			0.33		6,000			150			1.31
Non-cumulative, 5-Year Rate Reset
Series AZ		20,000			500			0.93		20,000			500			0.93
Series BB		20,000			500			0.91		20,000			500			0.91
Series BD		24,000			600			0.80		24,000			600			0.80
Series BF		12,000			300			0.75		12,000			300			0.75
Series BO		14,000			350			1.20		14,000			350			1.20
Series BT (6)		750			750			4.20%		–			–			–
Non-cumulative, fixed rate/floating rate
Series C-2		15			23		US$	67.50		15			23		US$	67.50
Other equity instruments
Limited recourse capital notes (LRCNs) (7)
Series 1 (8)		1,750			1,750			4.50%		1,750			1,750			4.50%
Series 2 (8)		1,250			1,250			4.00%		1,250			1,250			4.00%
Series 3 (8)		1,000			1,000			3.65%		1,000			1,000			3.65%
		106,765		$	7,323					112,015		$	6,723
Treasury – preferred shares and other equity instruments
Balance at beginning of period (3)		(164	)	$	(39	)				(2	)	$	(3	)
Purchases		(2,811	)		(518	)				(6,306	)		(683	)
Sales		2,963			552					6,144			647
Balance at end of period (3)		(12	)	$	(5	)				(164	)	$	(39	)
Preferred shares and other equity instruments outstanding		106,753		$	7,318					111,851		$	6,684

(1)

Includes fair value adjustments to stock options of $6 million (October 31, 2021 – $11 million).

(2)

During the year ended October 31, 2022, we purchased common shares for cancellation at an average cost of $132.80 per share with a book value of $12.47 per share. During the year ended October 31, 2021, we did not purchase for cancellation any common shares.

(3)

Positive amounts represent a short position and negative amounts represent a long position.

(4)

First Preferred Shares were issued at $25 per share with the exception of

Non-Cumulative

ear

Rate Reset First Preferred Shares Series BT (Series BT) and

Non-Cumulative

Fixed Rate/Floating Rate First Preferred Shares Series

C-2

(Series

C-2)

which were issued at $1,000 and US$1,000 per share (equivalent to US$25 per depositary share), respectively.

(5)

On February 24, 2022, we redeemed all 6 million of our issued and outstanding

Non-Cumulative

Fixed Rate First Preferred Shares Series BJ at a price of $25.75 per share.

(6)

On November 5, 2021, we issued 750 thousand

Non-Cumulative

ear

Rate Reset First Preferred Shares Series BT, totalling $750 million.

(7)

Each series of LRCNs (LRCN Series) were issued at a $1,000 per note. The number of shares represent the number of notes issued and the dividends declared per share represent the annual interest rate percentage applicable to the notes issued as at the reporting date.

(8)

In connection with the issuance of LRCN Series 1, we issued $1,750 million of

Non-Cumulative

5-Year

Rate Reset First Preferred Shares Series BQ (Series BQ); in connection with the issuance of LRCN Series 2, we issued $1,250 million of

Non-Cumulative

5-Year

Rate Reset First Preferred Shares Series BR (Series BR); in connection with the issuance of LRCN Series 3, we issued $1,000 million of

Non-Cumulative

5-Year

Rate Reset First Preferred Shares Series BS (Series BS). The Series BQ, BR and BS preferred shares were issued at a price of $1,000 per share and were issued to a consolidated trust to be held as trust assets in connection with each respective LRCN Series.

Significant terms and conditions of preferred shares and other equity instruments

As at October 31, 2022

Current
annual yield

Non-cumulative,

fixed rate

Non-cumulative,

5-Year

Rate Reset

(5)

Non-cumulative,

fixed rate/floating rate

Other equity instruments

Limited recourse capital notes

(7)

(1)

With the exception of Series BT,

non-cumulative

preferential dividends of each Series are payable quarterly, as and when declared by the Board of Directors, on or about the 24th day (7th day for Series

C-2)

of February, May, August and November. In the case of Series BT,

non-cumulative

preferential dividends are payable semi-annually, as and when declared by the Board of Directors.

(2)

Subject to the consent of OSFI and the requirements of the Bank Act (Canada), we may, on or after the dates specified above, redeem First Preferred Shares. In the case of Series AZ, BB, BD, BF, and BO, these may be redeemed for cash at a price per share of $25 if redeemed on the earliest redemption date and on the same date every fifth year thereafter. In the case of BH and BI, these may be redeemed for cash at a price per share of $26 if redeemed during the 12 months commencing on the earliest redemption date and decreasing by $0.25 each

12-month

period thereafter to a price per share of $25 if redeemed four years from the earliest redemption date or thereafter. Series BT may be redeemed for cash at a price per share of $1,000 if redeemed on the earliest redemption date and on the same date every fifth year thereafter. Series

C-2

may be redeemed at a price of US$1,000 on the earliest redemption date and any dividend payment date thereafter.

(3)

Subject to the consent of OSFI and the requirements of the Bank Act (Canada), we may purchase the First Preferred Shares of each Series for cancellation at the lowest price or prices at which, in the opinion of the Board of Directors, such shares are obtainable.

(4)

The preferred shares include NVCC provisions, necessary for the shares to qualify as Tier 1 regulatory capital under Basel III. NVCC provisions require the conversion of the instrument into a variable number of common shares in the event that OSFI deems the Bank

non-viable

or a federal or provincial government in Canada publicly announces that the Bank has accepted or agreed to accept a capital injection. In such an event, each preferred share is convertible into common shares pursuant to an automatic conversion formula with a multiplier of 1 and with a conversion price based on the greater of: (i) a floor price of $5 and (ii) the current market price of our common shares based on the volume weighted average trading price of our common shares on the Toronto Stock Exchange. The number of shares issued is determined by dividing the preferred share value by the conversion price.

(5)

The dividend rate will reset on the earliest redemption date and every fifth year thereafter at a rate equal to the

5-year

Government of Canada bond yield plus the premium indicated. The holders have the option to convert their shares into

non-cumulative

floating rate First Preferred Shares subject to certain conditions on the earliest redemption date and every fifth year thereafter at a rate equal to the three-month Government of Canada Treasury Bill rate plus the premium indicated.

(6)

The dividend rate will change on the earliest redemption date at a rate equal to the

3-month

LIBOR plus the premium indicated. Series

C-2

do not qualify as Tier 1 regulatory capital.

(7)

The current annual yield on each LRCN Series represents the annual interest rate applicable to the notes issued as at the reporting date. The payments of interest and principal in cash on the LRCN Series are made at our discretion, and

non-payment

of interest and principal in cash does not constitute an event of default. In the event of

(i) non-payment

of interest on any interest payment date,

(ii) non-payment

of the redemption price in case of a redemption of a LRCN Series,

(iii) non-payment

of principal at the maturity of a LRCN Series, or (iv) an event of default on a LRCN Series, holders of such LRCN Series will have recourse only to the assets (Trust Assets) held by a third-party trustee in a consolidated trust in respect of such LRCN Series and each such noteholder will be entitled to receive its pro rata share of the Trust Assets. In such an event, the delivery of the Trust Assets for each LRCN Series will represent the full and complete extinguishment of our obligations under the related LRCN Series. The LRCNs include NVCC provisions, necessary for the shares to qualify as Tier 1 regulatory capital under Basel III. NVCC provisions require the conversion of the instrument into a variable number of common shares in the event that OSFI deems the Bank

non-viable

or a federal or provincial government in Canada publicly announces that the Bank has accepted or agreed to accept a capital injection. In such an event, each note is automatically redeemed and the redemption price will be satisfied by the delivery of Trust Assets, which will consist of common shares pursuant to an automatic conversion of the series of preferred shares that were issued concurrently with the related LRCN Series. Each series of preferred shares include an automatic conversion formula with a conversion price based on the greater of: (i) a floor price of $5 and (ii) the current market price of our common shares based on the volume weighted average trading price of our common shares on the Toronto Stock Exchange. The number of common shares issued in respect of each series of preferred shares will be determined by dividing the preferred share value ($1,000 plus declared and unpaid dividends) by the conversion price. The number of common shares delivered to each noteholder will be based on such noteholder’s pro rata interest in the Trust Assets. Subject to the consent of OSFI, we may purchase LRCNs for cancellation at such price or prices and upon such terms and conditions as we in our absolute discretion may determine, subject to any applicable law restricting the purchase of notes.

(8)

LRCN Series 1 bear interest at a fixed rate of 4.5% per annum until November 24, 2025, and thereafter at a rate per annum, reset every fifth year, equal to the

5-Year

Government of Canada Yield plus 4.137% until maturity on November 24, 2080. The interest is paid semi-annually on or about the 24th day of May and November. LRCN Series 1 is redeemable during the period from October 24 to and including November 24, commencing in 2025 and every fifth year thereafter to the extent we redeem Series BQ pursuant to their terms and subject to the consent of OSFI and requirements of the Bank Act (Canada).

(9)

LRCN Series 2 bear interest at a fixed rate of 4.0% per annum until February 24, 2026, and thereafter at a rate per annum, reset every fifth year, equal to the

5-Year

Government of Canada Yield plus 3.617% until maturity on February 24, 2081. The interest is paid semi-annually on or about the 24th day of February and August. LRCN Series 2 is redeemable during the period from January 24 to and including February 24, commencing in 2026 and every fifth year thereafter to the extent we redeem Series BR pursuant to their terms and subject to the consent of OSFI and requirements of the Bank Act (Canada).

(10)

LRCN Series 3 bear interest at a fixed rate of 3.65% per annum until November 24, 2026, and thereafter at a rate per annum, reset every fifth year, equal to the

5-Year

Government of Canada Yield plus 2.665% until maturity on November 24, 2081. The interest is paid semi-annually on or about the 24th day of May and November. LRCN Series 3 is redeemable during the period from October 24 to and including November 24, commencing in 2026 and every fifth year thereafter to the extent we redeem Series BS pursuant to their terms and subject to the consent of OSFI and requirements of the Bank Act (Canada).

n.a.

not applicable