e425
Filed by The Toronto-Dominion Bank
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: The South Financial Group, Inc.
Commission File No.: 0-15083
This filing, which includes a communication sent to employees of TD Bank, Americas Most
Convenient Bank and The Toronto-Dominion Bank on June 15, 2010, may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and
comparable safe harbour provisions of applicable Canadian legislation, including, but not limited
to, statements relating to anticipated financial and operating results, the companies plans,
objectives, expectations and intentions, cost savings and other statements, including words such as
anticipate, believe, plan, estimate, expect, intend, will, should, may, and other
similar expressions. Such statements are based upon the current beliefs and expectations of our
management and involve a number of significant risks and uncertainties. Actual results may differ
materially from the results anticipated in these forward-looking statements. The following
factors, among others, could cause or contribute to such material differences: the ability to
obtain the approval of the transaction by The South Financial Group, Inc. shareholders; the ability
to realize the expected synergies resulting from the transaction in the amounts or in the timeframe
anticipated; the ability to integrate The South Financial Group, Inc.s businesses into those of
The Toronto-Dominion Bank in a timely and cost-efficient manner; and the ability to obtain
governmental approvals of the transaction or to satisfy other conditions to the transaction on the
proposed terms and timeframe. Additional factors that could cause The Toronto-Dominion Banks and
The South Financial Group, Inc.s results to differ materially from those described in the
forward-looking statements can be found in the 2009 Annual Report on Form 40-F for The
Toronto-Dominion Bank and the 2009 Annual Report on Form 10-K of The South Financial Group, Inc.
filed with the Securities and Exchange Commission and available at the Securities and Exchange
Commissions Internet site (http://www.sec.gov).
The proposed merger transaction involving The Toronto-Dominion Bank and The South Financial
Group, Inc. will be submitted to The South Financial Group, Inc.s shareholders for their
consideration. The Toronto-Dominion Bank and The South Financial Group, Inc. have filed with the
SEC a Registration Statement on Form F-4 containing a preliminary proxy statement/prospectus and
each of the companies plans to file with the SEC other documents regarding the proposed
transaction. Shareholders are encouraged to read the preliminary proxy statement/prospectus
regarding the proposed transaction and the definitive proxy statement/prospectus when it becomes
available, as well as other documents filed with the SEC because they contain important
information. Shareholders may obtain a free copy of the preliminary proxy statement/prospectus,
and will be able to obtain a free copy of the definitive proxy statement/prospectus when it becomes
available, as well as other filings containing information about The Toronto-Dominion Bank and The
South Financial Group, Inc., without charge, at the SECs Internet site (http://www.sec.gov).
Copies of the definitive proxy statement/prospectus and the filings with the SEC that will be
incorporated by reference in the definitive proxy statement/prospectus can also be obtained, when
available, without charge, by directing a request to TD Bank Financial Group, 66 Wellington Street
West, Toronto, ON M5K 1A2, Attention: Investor Relations, 1-866-756-8936, or to The South Financial
Group, Inc., Investor Relations, 104 South Main Street, Poinsett Plaza, 6th Floor, Greenville,
South Carolina 29601, 1-888-592-3001.
The Toronto-Dominion Bank, The South Financial Group, Inc., their respective directors and
executive officers and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding The Toronto-Dominion Banks
directors and executive officers is available in its Annual Report on Form 40-F for the year ended
October 31, 2009, which was filed with the Securities and Exchange Commission on December 03, 2009,
its notice of annual meeting and proxy circular for its 2010 annual meeting, which was filed with
the Securities and Exchange Commission on February 25, 2010, and the above-referenced Registration
Statement on Form F-4, which was filed with the SEC on June 10, 2010. Information regarding The
South Financial Group, Inc.s directors and executive officers is available in The South Financial
Group, Inc.s proxy statement for its 2010 annual meeting, which was filed with the Securities and
Exchange Commission on April 07, 2010. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, is contained in the above-referenced Registration Statement on Form F-4, which was filed
with the SEC on June 10, 2010, and other relevant materials to be filed with the SEC when they become available.
THE FOLLOWING IS A COMMUNICATION SENT TO EMPLOYEES OF TD BANK, AMERICAS MOST CONVENIENT BANK
AND THE TORONTO-DOMINION BANK ON JUNE 15, 2010.
Daily News Brief
June 15, 2010
Compiled by Jimmy A. Hernandez, Corporate and Public Affairs
TD BANK NEWS
1. |
|
Shareholder Vote on South Financial-TD Bank Merger Expected in August, Preliminary Proxy
Has Been Filed With SEC Greenville Online (SC) |
The preliminary proxy on the merger of The South Financial Group with TD Bank Financial Group has
been filed with the Securities Exchange Commission, with a final proxy expected to be filed between
the first week in July and the first week in August.
2. |
|
TD Bank Hopes To Raise $1 Million For Special Olympics About.com, Lindas Long
Island, NY Blog |
TD Bank and TD AMERITRADE have announced the launch of their annual 2010 Be a FAN! campaign which
encourages customers and employees to support Special Olympics Programs by donating at local
branches. This year, for the first time, TD AMERITRADE will also partake in the initiative.
INDUSTRY NEWS
1. |
|
Banks, Vendors Scramble to Update Overdraft Systems American Banker |
With the first deadline of the Federal Reserves new overdraft fee requirements just two weeks
away, banks and technology vendors are hurriedly updating the systems they will need to keep track
of consumers who have opted in for coverage.
2. |
|
Bauer: Four S. Fla. Credit Unions Problematic South Florida Business Journal |
Bauer Financial found four problematic credit unions in South Florida during the first quarter,
but the vast majority of the nonprofit institutions were in good shape.
3. |
|
Giving In On Trading, Bankers Turn To Other Losses The New York Times |
Bankers have all but given up on defeating one of the most contentious provisions in the financial
regulation bill one that would effectively bar federally insured banks from trading for their
own accounts and are now focusing on battles like heading off a prohibition on derivatives
trading.
Page 1 of 9
TD BANK NEWS
1. |
|
Shareholder Vote on South Financial-TD Bank Merger Expected in August, Preliminary Proxy Has
Been Filed With SEC
By Jenny Munro
June 15, 2010 Greenville Online (SC) |
The preliminary proxy on the merger of The South Financial Group with TD Bank Financial Group has
been filed with the Securities Exchange Commission, with a final proxy expected to be filed between
the first week in July and the first week in August.
South Financial shareholders will vote about 20 days after the final proxy is filed and mailed to
them, said William Crawford, chief legal and risk officer with the Greenville-based bank holding
company. That will put the vote likely between the first week and last week of August.
The only difference in the preliminary proxy, which can be found at www.sec.gov, and the final
proxy will be the dates, he said.
H. Lynn Harton, president and chief executive officer of South Financial, said the proxy outlines
and emphasizes why South Financials management thinks the merger with Canada-based TD Bank is the
best outcome.
He gave four reasons he believes shareholders should vote in favor of the merger.
First, TD Bank is a strong partner, he said, adding it is one of three banks in the United States
with an AAA rating. Also, their culture is similar to ours. They have a passion for customer
service. They believe in local delivery.
He also said it is important for shareholders that theyre executing on a growth strategy. TD
expressed interest in South Financial, the parent company of Carolina First, because of plans to
grow its presence in the Southeast.
Finally, this was the one company that was willing to look beyond our problems and see the
potential, Harton said.
TD signed a definitive agreement with South Financial for TD to acquire all outstanding common
shares of the company for approximately $61 million in cash or TD common stock. Common shareholders
of South Financial will have the right to elect to receive either 28 cents in cash, or .004 shares
of TD common stock, for each outstanding South Financial common share.
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2. |
|
TD Bank Hopes To Raise $1 Million For Special Olympics
By Linda Tagliaferro
June 15, 2010 About.com, Lindas Long Island, NY Blog |
TD Bank and TD AMERITRADE have announced the launch of their annual 2010 Be a FAN! campaign which
encourages customers and employees to support Special Olympics
Page 2 of 9
Programs by donating at local branches. This year, for the first time, TD AMERITRADE will also
partake in the initiative.
You can donate directly at any TD Bank teller counter. 94% of all doations will benefit the Special
Olympics, Founded in 1968 by Eunice Kennedy Shriver, the Special Olympics movement has grown from a
few hundred athletes to more than 3.4 million athletes in over 170 countries, providing year-round
sports training, athletic competition and other related programs.
Special Olympics provides people with intellectual disabilities with opportunities to realize their
potential, develop physical fitness, demonstrate courage and experience joy and friendship. For
more information, visit Special Olympics.
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INDUSTRY NEWS
1. |
|
Banks, Vendors Scramble to Update Overdraft Systems
By Andrew Johnson
June 15, 2010 American Banker |
With the first deadline of the Federal Reserves new overdraft fee requirements just two weeks
away, banks and technology vendors are hurriedly updating the systems they will need to keep track
of consumers who have opted in for coverage.
A significant number of banks, especially small ones, will be caught unprepared when the rules kick
in July 1, vendors say. And others will be forced to leave some revenue on the table because their
systems wont be able to identify some payments that can still incur fees.
I think a lot of community banks, quite honestly, have maybe been putting off the inevitable,
said Mark Flamme, a director leading the Midwest banking practice for West Monroe Partners, a
consulting firm. Now that the regulation is here, the potential income losses are real. I think
were going to see institutions really kind of scrambling.
Under the changes to Regulation E, consumers must elect to receive overdraft protection if a bank
plans to charge fees for covering automated teller machine and one-time debit card transactions
that exceed the balance in a customers account.
We would estimate in an average bank, up to 40% of that overdraft revenue is at risk because it
is associated with point of sale and ATM channels, said Dan Shannon, the senior vice president and
general manager of consulting services at the Jacksonville, Fla., core vendor Fidelity National
Information Services Inc.
Much of the work core vendors have undertaken in response to Reg E has centered around adding new
data fields to banks core systems. Not only can this indicate whether a customer has elected for
overdraft protection, but banks can also use the information to fine-tune their marketing efforts
for example, by promoting overdraft protection to people who have used the service in the past
but have not opted in now.
Page 3 of 9
Banks have been notifying their customers of the changes through direct mailings, online messages
and telephone calls in an effort to get people to opt in. The rules also mandate that banks send
customers who opt in for the coverage a confirmation message to ensure their decision was
intentional.
Open Solutions Inc., a core vendor that works with small and mid size banks, began notifying
clients in February of their ability to add temporary input fields to its core programs to track
customer responses, said Sue Pinsonneault, a product manager for retail delivery.
In May the company began delivering a permanent system update to clients that worked off the data
they had inputted in the temporary fields created with their customer records, she said.
We provided that opt-in field, we produce reports when that field is changed, and based on when
that field is changed, we will generate a customizable notice that the institution sends to the
consumer to confirm that they had opted in, Pinsonneault said. We can identify the source of the
overdraft and go out and look at whether the person has opted in.
Even for banks that did start their compliance efforts early, there are still technical issues that
are not likely to be resolved before the rules take effect for new customers July 1 and existing
customers Aug. 15.
For example, the rules do not cover recurring debit payments, such as an automatic utility bill
payment tied to a consumers debit card, which means banks can still assess fees for covering
overdrafts that result from such transactions regardless of whether has customer opted in for
protection.
However, discerning between one-time and recurring debit payments is difficult because that
information often is not included in transaction data.
Core system providers say most payments networks do not pass along this data currently. An
exception is the Star debit network, which has mandated for several years that acquirers must
include a recurring transaction indicator, a spokeswoman for First Data Corp., which operates
the network, said in by e-mail.
Banks that use Star are therefore able to identify any Star transaction that the consumer has set
up on a recurring basis.
Historically, debit transactions were grouped together because there was no reason to have them
separated, said Dennis Gorges, the director of internal audit and compliance for Jack Henry &
Associates Inc.
Coding for recurring versus nonrecurring debit card payments is kind of a huge deal because all
the switches ... also have to make changes, Gorges said. We have to be certified with those
switches right now.
Jack Henry and its competitors say their customer accounting programs are ready to track customers
that have opted in to overdraft protection and determine when a fee can and cannot be assessed.
However, there is little they can do to distinguish between recurring and nonrecurring payments
until those details are incorporated into the data that is delivered to banks.
Page 4 of 9
I believe it will ultimately all be resolved but no, I do not believe it will be resolved by July
1, said Pam Phillips, the product manager for the PhoenixEFE core system sold by Harland Financial
Solutions Inc. in Lake Mary, Fla.
There is a possibility there could be a loss of fee income that could have been collected that
wasnt from recurring debit card payments, she said.
Though an important issue, it is not likely to have a huge financial impact, since most debit
transactions are one-time.
Kevin Gregoire, the chief operating officer of card services at Fiserv Inc., estimated that about
2.5% of debit card transactions are recurring.
Still, Fiserv has made changes to its systems to address that aspect of the regulation.
Weve enhanced our systems so that provided the transaction includes a recurring payment
indicator, we can capture that recurring payment indicator and use it both at the point of
authorization as well as at the point of settlement, Gregoire said.
That capability is dependent, though, on electronic funds transfer processors providing such an
indicator.
The problem is youve got to talk with kazillions of different networks to figure out if its
recurring or nonrecurring, said Bart Narter, a senior analyst with the Boston research firm
Celent.
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2. |
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Bauer: Four S. Fla. Credit Unions Problematic
By Brian Bandell
June 15, 2010 South Florida Business Journal |
Bauer Financial found four problematic credit unions in South Florida during the first quarter,
but the vast majority of the nonprofit institutions were in good shape.
The Coral Gables-based company uses federal regulatory data to rate credit unions based on capital
ratio, profit/loss trend, delinquent loans and other factors. Bauer ranks from a high of five stars
to a low of zero stars.
The largest local credit unions rated two stars (problematic) were Miramar-based Tropical Financial
Credit Union and West Palm Beach-based First Choice Credit Union. Both reported that 2.8 percent of
their assets were nonperforming. Their net worth ratios were barely above the regulatory
requirement to be well capitalized. Tropical Financials $2.7 million first quarter loss was the
worst among local credit unions. Both also received two stars in the fourth quarter.
West Palm Beach-based PBC Credit Union also kept its two-star rating. It reported that 4 percent of
its assets were nonperforming.
Bauer downgraded Fort Lauderdale-based Sentinel Graphics Federal Credit Union to two stars. The $11
million-asset credit union serves employees of the South Florida Sun-
Page 5 of 9
Sentinel and the Printing Association of Florida. The newspaper has laid off employees over the
past few years.
Bauer also gave Melbourne-based Space Coast Credit Union, which has 19 branches in South Florida,
two stars. Its net worth to asset ratio was 6.45 percent, which is below the 7 percent required of
a well capitalized credit union.
Space Coast acquired financially struggling Eastern Financial Credit Union in 2009.
Most local credit unions with more than $100 million in assets were in good condition.
Bauer gave five stars to:
Miami-based South Florida Educational Federal Credit Union
Doral-based Dade County Federal Credit Union, which recently acquired Keys Federal Credit Union
Miami-based University Credit Union
Miami Lakes-based Jetstream Federal Credit Union
West Palm Beach-based Gold Coast Federal Credit Union
Bauer rated Pembroke Pines-based Power Financial Credit Union and Fort Lauderdale-based Brightstar
Credit Union four stars.
Boca Raton-based IBM Southeast Employees Federal Credit Union, the largest credit union based in
South Florida, received three stars, as did Margate-based City County Credit Union of Fort
Lauderdale.
The most profitable South Florida credit union in the first quarter was Brightstar, with net income
of $543,000.
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3. |
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Giving In On Trading, Bankers Turn To Other Losses
By Edward Wyatt
June 14, 2010 The New York Times |
Bankers have all but given up on defeating one of the most contentious provisions in the financial
regulation bill one that would effectively bar federally insured banks from trading for their
own accounts and are now focusing on battles like heading off a prohibition on derivatives
trading.
As House and Senate negotiators head into a final push to send the legislation to President Obama,
they have largely agreed to stricter limits on so-called proprietary trading than those envisioned
in the versions passed by either chamber.
That outcome would be a victory for the White House and for the provisions most dogged advocate,
Paul A. Volcker, the former Federal Reserve chairman.
But with the so-called Volcker Rule now likely to become law after appearing to be dead at earlier
points in the legislative process, banks are battling hard to fend off further restrictions on
their activities.
Page 6 of 9
Much of the action centers on a provision sponsored by Senator Blanche Lincoln, Democrat of
Arkansas, to effectively bar banks from trading derivatives, the complex instruments that have been
implicated in the financial system chaos that followed the near collapse of the mortgage market in
2008.
On Monday, Mrs. Lincoln offered to ease some of the toughest elements of her provision, but not
enough to assuage Wall Streets concerns.
Under her latest proposal, banks would have two years to spin off their derivatives arms. A bank
holding company could still maintain a derivatives operation but as a separate affiliate with
its own capital, not as part of a commercial bank. In addition, companies that are not major
dealers in derivatives would be exempted from her ban.
Even so, the six largest Wall Street banks, which dominate the derivatives trading business,
quickly indicated that they would lobby fiercely to defeat the entire provision.
The House-Senate conference committee is to take up a variety of other issues on Tuesday, including
the regulation of credit rating agencies, and in coming weeks it will address other flash points
with the banks, like limits on credit card fees.
But the likelihood that the legislation will include a relatively tough version of the Volcker Rule
on proprietary trading shows how the climate has grown more difficult over the last few months for
Wall Street, banks and their lobbyists.
Representative Barney Frank of Massachusetts, the chairman of the House Financial Services
Committee and a leader of the conference process, said last week that House and Senate negotiators
had reached conceptual agreement on a proposal by Senators Jeff Merkley of Oregon and Carl Levin
of Michigan, both Democrats, to expressly forbid banks from trading for their own accounts or from
investing in hedge funds or private equity funds.
The House bill, approved in December before Mr. Obama endorsed the ban on proprietary trading,
gives the Federal Reserve the right, but not the obligation, to prohibit proprietary trading by a
systemically important financial company. The Senate bill, approved last month, calls for a study
of the effects of a ban on proprietary trading and empowers a systemic risk council to put a ban
into effect.
Days after Mr. Obama said in January that he wanted new financial regulations to include a ban on
proprietary trading by federally insured banks, Mr. Volcker went to Capitol Hill to explain the
concept.
Every banker I speak with knows very well what proprietary trading means and implies, Mr.
Volcker told members of the Senate Banking committee in early February.
Four months later, Congress is still debating what it means.
Some members of the conference committee were expressing concern last week that Congress had not
laid out the specifics of what Senator Richard C. Shelby called the Volcker concept exactly
what activity was to be allowed and what was to be forbidden.
Page 7 of 9
Despite assurances from high-ranking Treasury officials that clarity would be provided on what
constitutes proprietary trading and what does not, no such clarity has been provided, Mr. Shelby
said. This is why I call it a concept.
If few members of Congress can agree on a definition of the Volcker Rule, even fewer have been
willing to oppose its inclusion in the final version of the bill. The logic behind the ban is, for
some members of Congress, more certain: banks should not be allowed to use a guarantee of
government deposit insurance indirectly financed by taxpayers to provide themselves with
cheap capital that they then use for risky trading activities.
The big banks argue that the Volcker proposal is misguided, for several reasons. Although losses at
major Wall Street and banking firms were clearly driven in part by sophisticated trading operations
that turned out to be far riskier than assumed, the banks assert that the financial crisis of 2008
was a lending-based crisis caused by reckless loans made to unqualified home buyers. It was not,
they say, a trading crisis.
While supporters of the trading ban urge banks to get back to plain vanilla lending, the banks
say that trading can in fact be a less risky activity.
All financial activities entail risk, said John Dearie, an executive vice president of the
Financial Services Forum, which represents the 19 largest banks, insurers and other financial
services companies. But between the two, he said, lending is arguably the riskiest activity that
any financial entity can engage in. It is money out the door that banks hope will be paid back.
For all the intensity of the arguments, even the stricter version of the Volcker Rule would not
greatly change the risk structure of most banks. Few banks engage in proprietary trading to any
great degree, their lobbying groups insist.
Goldman Sachs has said proprietary trading accounts for about 10 percent of its revenue. Financial
analysts estimate the figure is about half that for institutions with large commercial banking
operations, like JPMorgan Chase and Bank of America.
And while it looks like there is considerable support for a strengthened version of the Volcker
Rule, Congress did see fit to carve out a few exemptions for banks to trade for their own accounts
in government securities.
Perhaps mindful that the federal government is burdened with debt related in part to the financial
crisis and its aftermath, the proposals say that banks will continue to be allowed to trade
government bonds, including securities issued by Fannie Mae, Freddie Mac, Ginnie Mae and other
government-sponsored enterprises.
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The Daily News Brief is published exclusively for the Employees of TD Bank; please do not
distribute outside the company.
The information presented may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and comparable safe harbour provisions of
applicable Canadian legislation, including, but not limited to, statements relating to anticipated
financial and operating results, the companies plans, objectives, expectations and intentions,
cost savings and other statements, including words such as anticipate, believe, plan,
estimate, expect, intend, will, should, may, and other similar expressions.
Page 8 of 9
Such statements are based upon the current beliefs and expectations of our management and involve a
number of significant risks and uncertainties. Actual results may differ materially from the
results anticipated in these forward-looking statements. The following factors, among others,
could cause or contribute to such material differences: the ability to obtain the approval of the
transaction by The South Financial Group, Inc. shareholders; the ability to realize the expected
synergies resulting from the transaction in the amounts or in the timeframe anticipated; the
ability to integrate The South Financial Group, Inc.s businesses into those of The
Toronto-Dominion Bank in a timely and cost-efficient manner; and the ability to obtain governmental
approvals of the transaction or to satisfy other conditions to the transaction on the proposed
terms and timeframe. Additional factors that could cause The Toronto-Dominion Banks and The South
Financial Group, Inc.s results to differ materially from those described in the forward-looking
statements can be found in the 2009 Annual Report on Form 40-F for The Toronto-Dominion Bank and
the 2009 Annual Report on Form 10-K of The South Financial Group, Inc. filed with the Securities
and Exchange Commission and available at the Securities and Exchange Commissions Internet site
(http://www.sec.gov).
The proposed merger transaction involving The Toronto-Dominion Bank and The South Financial Group,
Inc. will be submitted to The South Financial Group, Inc.s shareholders for their consideration.
The Toronto-Dominion Bank and The South Financial Group, Inc. have filed with the SEC a
Registration Statement on Form F-4 containing a preliminary proxy statement/prospectus and each of
the companies plans to file with the SEC other documents regarding the proposed transaction.
Shareholders are encouraged to read the preliminary proxy statement/prospectus regarding the
proposed transaction and the definitive proxy statement/prospectus when it becomes available, as
well as other documents filed with the SEC because they contain important information.
Shareholders may obtain a free copy of the preliminary proxy statement/prospectus, and will be able
to obtain a free copy of the definitive proxy statement/prospectus when it becomes available, as
well as other filings containing information about The Toronto-Dominion Bank and The South
Financial Group, Inc., without charge, at the SECs Internet site (http://www.sec.gov). Copies of
the definitive proxy statement/prospectus and the filings with the SEC that will be incorporated by
reference in the definitive proxy statement/prospectus can also be obtained, when available,
without charge, by directing a request to The Toronto-Dominion Bank, 15th Floor, 66
Wellington Street West, Toronto, ON M5K 1A2, Attention: Investor Relations, 1-866-486-4826, or to
The South Financial Group, Inc., Investor Relations, 104 South Main Street, Poinsett Plaza,
6th Floor, Greenville, South Carolina 29601, 1-888-592-3001.
The Toronto-Dominion Bank, The South Financial Group, Inc., their respective directors and
executive officers and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding The Toronto-Dominion Banks
directors and executive officers is available in its Annual Report on Form 40-F for the year ended
October 31, 2009, which was filed with the Securities and Exchange Commission on December 03, 2009,
its notice of annual meeting and proxy circular for its 2010 annual meeting, which was filed with
the Securities and Exchange Commission on February 25, 2010, and the above-referenced Registration
Statement on Form F-4, which was filed with the SEC on June 10, 2010. Information regarding The
South Financial Group, Inc.s directors and executive officers is available in The South Financial
Group, Inc.s proxy statement for its 2010 annual meeting, which was filed with the Securities and
Exchange Commission on April 07, 2010. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, is contained in the above-referenced Registration Statement on Form F-4, which was filed
with the SEC on June 10, 2010, and other relevant materials to be filed with the SEC when they
become available.
Page 9 of 9