International Banking and Growth
Caution Regarding Forward-Looking Statements
Our public communications often include oral or written forward-looking statements. Statements of this type are included in this document, and may be included in other
filings with Canadian securities regulators or the United States Securities and Exchange Commission, or in other communications. All such statements are made
pursuant to the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to, statements made in this document, the Management's Discussion and Analysis in the Bank's 2014 Annual
Report under the headings "Overview - Outlook", for Group Financial Performance "Outlook", for each business segment "Outlook" and in other statements regarding
the Bank's objectives, strategies to achieve those objectives, expected financial results (including those in the area of risk management), and the outlook for the Bank's
businesses and for the Canadian, United States and global economies. Such statements are typically identified by words or phrases such as "believe", "expect",
"anticipate", "intent", "estimate", "plan", "may increase", "may fluctuate", and similar expressions of future or conditional verbs, such as "will", "should", "would" and
"could". By their very nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that
predictions and other forward-looking statements will not prove to be accurate. Do not unduly rely on forward-looking statements, as a number of important factors, many
of which are beyond our control, could cause actual results to differ materially from the estimates and intentions expressed in such forward-looking statements. These
factors include, but are not limited to: the economic and financial conditions in Canada and globally; fluctuations in interest rates and currency values; liquidity; significant
market volatility and interruptions; the failure of third parties to comply with their obligations to us and our affiliates; the effect of changes in monetary policy; legislative
and regulatory developments in Canada and elsewhere, including changes in tax laws; the effect of changes to our credit ratings; amendments to, and interpretations of,
risk-based capital guidelines and reporting instructions and liquidity regulatory guidance; operational and reputational risks; the risk that the Bank's risk management
models may not take into account all relevant factors; the accuracy and completeness of information the Bank receives on customers and counterparties; the timely
development and introduction of new products and services in receptive markets; the Bank's ability to expand existing distribution channels and to develop and realize
revenues from new distribution channels; the Bank's ability to complete and integrate acquisitions and its other growth strategies; changes in accounting policies and
methods the Bank uses to report its financial condition and financial performance, including uncertainties associated with critical accounting assumptions and estimates
(see "Controls and Accounting Policies - Critical accounting estimates" in the Bank's 2014 Annual Report, as updated by quarterly reports); the effect of applying future
accounting changes (see "Controls and Accounting Policies - Future accounting developments" in the Bank's 2014 Annual Report, as updated by quarterly reports);
global capital markets activity; the Bank's ability to attract and retain key executives; reliance on third parties to provide components of the Bank's business
infrastructure; unexpected changes in consumer spending and saving habits; technological developments; fraud by internal or external parties, including the use of new
technologies in unprecedented ways to defraud the Bank or its customers; increasing cyber security risks which may include theft of assets, unauthorized access to
sensitive information or operational disruptions; consolidation in the Canadian financial services sector; competition, both from new entrants and established competitors;
judicial and regulatory proceedings; acts of God, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments, including
terrorist acts and war on terrorism; the effects of disease or illness on local, national or international economies; disruptions to public infrastructure, including
transportation, communication, power and water; and the Bank's anticipation of and success in managing the risks implied by the foregoing. A substantial amount of the
Bank's business involves making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers,
industries or countries could have a material adverse effect on the Bank's financial results, businesses, financial condition or liquidity. These and other factors may
cause the Bank's actual performance to differ materially from that contemplated by forward-looking statements. For more information, see the "Risk Management"
section starting on page 65 of the Bank's 2014 Annual Report. Material economic assumptions underlying the forward-looking statements contained in this document are
set out in the 2014 Annual Report under the headings "Overview - Outlook", as updated in quarterly reports; and for each business segment "Outlook". The "Outlook"
sections are based on the Bank's views and the actual outcome is uncertain. Readers should consider the above-noted factors when reviewing these sections. The
preceding list of important factors is not exhaustive. When relying on forward-looking statements to make decisions with respect to the Bank and its securities, investors
and others should carefully consider the preceding factors, other uncertainties and potential events. The Bank does not undertake to update any forward-looking
statements, whether written or oral, that may be made from time to time by or on its behalf. Additional information relating to the Bank, including the Bank's Annual
Information Form, can be located on the SEDAR website at www.sedar.com and on the EDGAR section of the SEC's website at www.sec.gov.
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