MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Dear Schwab Stockholders .

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May 4, 2020MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANTDear Schwab Stockholders and TD Ameritrade Stockholders:On behalf of the boards of directors of The Charles Schwab Corporation, which is referred to in theaccompanying joint proxy statement/prospectus as Schwab, and TD Ameritrade Holding Corporation, which isreferred to in the accompanying joint proxy statement/prospectus as TD Ameritrade, we are pleased to enclosethe joint proxy statement/prospectus relating to the merger of TD Ameritrade with a wholly owned subsidiary ofSchwab, pursuant to the terms of the Agreement and Plan of Merger, dated as of November 24, 2019, which isreferred to in the accompanying joint proxy statement/prospectus as the merger agreement. If the merger iscompleted, TD Ameritrade stockholders immediately prior to the effective time of the merger will receive, inexchange for each share of TD Ameritrade common stock owned immediately prior to the merger, 1.0837 sharesof Schwab common stock, except that TD Bank and its affiliates will receive Schwab common stock only up to amaximum of the voting limitation percentage (as defined in the accompanying joint proxy statement/prospectus)of the Schwab common stock (including any other shares of Schwab common stock then owned by TD Bank andits affiliates) and will otherwise receive shares of Schwab nonvoting common stock, as described in more detailin the accompanying joint proxy statement/prospectus under the heading “The Merger Agreement—MergerConsideration.” Based on the number of shares of TD Ameritrade common stock outstanding as of April 27,2020, and the number of shares of Schwab common stock outstanding as of April 27, 2020, it is expected that,immediately after completion of the merger, former TD Ameritrade stockholders will own approximately 31.3%of the outstanding Schwab common shares (including Schwab common stock and Schwab nonvoting commonstock). The value of the consideration to be received by TD Ameritrade stockholders will fluctuate with changesin the price of shares of Schwab common stock and TD Ameritrade common stock. We urge you to obtaincurrent market quotations for shares of Schwab common stock and shares of TD Ameritrade common stock. Theshares of Schwab common stock are traded on the New York Stock Exchange under the symbol “SCHW” andthe shares of TD Ameritrade common stock are traded on the NASDAQ Global Select Market under the symbol“AMTD.”Each of TD Ameritrade and Schwab will be holding a special meeting for TD Ameritrade stockholders andSchwab stockholders, respectively, to consider and vote on certain matters in connection with the merger.TD Ameritrade stockholders are cordially invited to attend a special meeting of TD Ameritradestockholders, which is referred to in the accompanying joint proxy statement/prospectus as the TD Ameritradespecial meeting, to be held exclusively online via live audio webcast on June 4, 2020, at 2:00 p.m., Eastern time.Due to public health concerns regarding the coronavirus (COVID-19) and the importance of ensuring the healthand safety of TD Ameritrade’s directors, officers, employees and stockholders, there will not be a physicalmeeting location, and TD Ameritrade stockholders will not be able to attend the TD Ameritrade special meetingin person. The TD Ameritrade special meeting can be accessed by visiting www.virtualshareholdermeeting.com/AMTD2020, which is referred to in the accompanying joint proxy statement/prospectus as the TD Ameritrademeeting website, where TD Ameritrade stockholders will be able to listen to the meeting, submit questions andvote online. At the TD Ameritrade special meeting, TD Ameritrade stockholders will be asked to approve andadopt the merger agreement.Schwab stockholders are cordially invited to attend a special meeting of Schwab stockholders, which isreferred to in the accompanying joint proxy statement/prospectus as the Schwab special meeting, to be heldvirtually via the Internet on June 4, 2020, at 11:00 a.m., Pacific time. Schwab has chosen to hold the Schwabspecial meeting solely via the Internet and not in a physical location given the current public health impacts ofcoronavirus (COVID-19) and the desire to promote the health and safety of Schwab stockholders, as well as

Schwab directors, officers, employees and other constituents. Only stockholders of record as of the close ofbusiness on April 27, 2020 are entitled to receive notice of, attend and vote at the Schwab special meeting or anyadjournment or postponement thereof. To attend the Schwab special meeting, Schwab stockholders must registerin advance at www.schwabevents.com/corporation by June 2, 2020, at 5:00 p.m., Pacific time. Schwabstockholders who have registered in advance will receive instructions on how to access the virtual meeting,where they may submit questions and vote their shares. Shares of Schwab common stock previously voted do notneed to be voted again unless the shareholder intends to change or revoke the prior vote. Beneficial owners thatwish to vote at the meeting should follow the instructions specified in the accompanying joint proxy statement/prospectus.At the Schwab special meeting, Schwab stockholders will be asked to approve the issuance of Schwabcommon shares to TD Ameritrade stockholders in the merger, which is referred to in the accompanying jointproxy statement/prospectus as the share issuance, and an amendment to the fifth amended and restated certificateof incorporation of Schwab to create a new class of nonvoting common stock, which amendment is referred to inthe accompanying joint proxy statement/prospectus as the Schwab charter amendment.We cannot complete the merger unless TD Ameritrade stockholders approve and adopt the mergeragreement and Schwab stockholders approve the share issuance and the Schwab charter amendment. Approvaland adoption of the merger agreement by TD Ameritrade stockholders requires the affirmative vote of (i) theholders of a majority of the shares of TD Ameritrade common stock outstanding and entitled to vote at theTD Ameritrade special meeting and (ii) the holders (other than TD Bank, the significant TD Ameritradestockholders (as defined in the accompanying joint proxy statement/prospectus) and their respective affiliates) ofa majority of the shares of TD Ameritrade common stock (other than shares of TD Ameritrade common stockheld by TD Bank, the significant TD Ameritrade stockholders and their respective affiliates) outstanding andentitled to vote at the TD Ameritrade special meeting. Under the rules of the New York Stock Exchange, whichis referred to in the accompanying joint proxy statement/prospectus as the NYSE, approval of the share issuancerequires at a minimum the affirmative vote of a majority of the votes cast by holders of shares of Schwabcommon stock, and the vote required by Schwab’s amended and restated bylaws, which are referred to in theaccompanying joint proxy statement/prospectus as the Schwab bylaws, meets or exceeds this standard byrequiring an affirmative vote of the holders of a majority of shares of Schwab common stock present at theSchwab special meeting via the Schwab meeting website or by proxy. Approval of the Schwab charteramendment requires the affirmative vote of the holders of a majority of the shares of Schwab common stockoutstanding and entitled to vote at the Schwab special meeting.Your vote is very important, regardless of the number of shares you own. Whether or not you expectto attend the TD Ameritrade special meeting via the TD Ameritrade meeting website or the Schwabspecial meeting via the Schwab meeting website, please vote or otherwise submit a proxy to vote yourshares as promptly as possible so that your shares may be represented and voted at the TD Ameritradespecial meeting or the Schwab special meeting, as applicable. If your shares are held in the name of abroker, bank, nominee or other holder of record, please follow the instructions on the voting instructionform furnished to you by such record holder.In addition, at the TD Ameritrade special meeting, TD Ameritrade stockholders will be asked to approve, ona non-binding, advisory basis, certain compensation arrangements that may be paid or become payable to TDAmeritrade’s named executive officers in connection with the merger contemplated by the merger agreement,which is referred to in the accompanying joint proxy statement/prospectus as the TD Ameritrade merger-relatedcompensation proposal. Furthermore, at each of the TD Ameritrade special meeting and the Schwab specialmeeting, TD Ameritrade stockholders and Schwab stockholders will be asked to approve the adjournment of theTD Ameritrade special meeting or the Schwab special meeting, as applicable, under certain circumstances, whichare referred to in the accompanying joint proxy statement/prospectus as the TD Ameritrade adjournment proposaland the Schwab adjournment proposal, respectively.The TD Ameritrade board of directors, acting upon the unanimous recommendation of a strategicdevelopment committee of the TD Ameritrade board of directors composed solely of independent anddisinterested directors, which is referred to in the accompanying joint proxy statement/prospectus as the

strategic development committee, unanimously determined that the merger agreement and thetransactions contemplated by the merger agreement, including the merger, are advisable and fair to, andin the best interests of, TD Ameritrade and TD Ameritrade stockholders, and unanimously recommendsthat TD Ameritrade stockholders vote “FOR” the approval and adoption of the merger agreement,“FOR” the TD Ameritrade merger-related compensation proposal and “FOR” the TD Ameritradeadjournment proposal.The Schwab board of directors unanimously determined that the merger agreement and thetransactions contemplated by the merger agreement, including the share issuance and the Schwab charteramendment, are advisable and fair to, and in the best interests of, Schwab and the Schwab stockholders,and unanimously recommends that Schwab stockholders vote “FOR” the approval of the share issuance,“FOR” the approval of the Schwab charter amendment and “FOR” the Schwab adjournment proposal.The accompanying joint proxy statement/prospectus provides important information regarding the specialmeetings and a detailed description of the merger agreement, the merger and the matters to be presented at thespecial meetings. We urge you to read the accompanying joint proxy statement/prospectus (and anydocuments incorporated by reference into the accompanying joint proxy statement/prospectus) carefully.Please pay particular attention to the section entitled “Risk Factors” beginning on page 71.We look forward to your participation at the special meetings and the successful completion of the merger.Sincerely,Walter W. Bettinger IIPresident and Chief Executive OfficerThe Charles Schwab CorporationStephen J. BoyleInterim President and Chief Executive OfficerTD Ameritrade Holding CorporationCharles R. SchwabChairman of the BoardThe Charles Schwab CorporationJoseph H. MogliaChairman of the BoardTD Ameritrade Holding CorporationNeither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the securities to be issued under the accompanying joint proxy statement/prospectus ordetermined that the accompanying joint proxy statement/prospectus is accurate or complete. Anyrepresentation to the contrary is a criminal offense.The accompanying joint proxy statement/prospectus is dated May 4, 2020 and is first being mailed to Schwabstockholders and TD Ameritrade stockholders on or about May 6, 2020.

WHERE YOU CAN FIND ADDITIONAL INFORMATIONThe accompanying document is the joint proxy statement of TD Ameritrade and Schwab for the specialmeetings of TD Ameritrade stockholders and Schwab stockholders and the prospectus of Schwab for the sharesof Schwab common stock to be issued to TD Ameritrade stockholders as consideration in the merger. Theaccompanying joint proxy statement/prospectus incorporates by reference important business and financialinformation about Schwab and TD Ameritrade from documents that are not included in or delivered with theaccompanying joint proxy statement/prospectus. You can obtain the documents incorporated by reference intothe accompanying joint proxy statement/prospectus (other than certain exhibits or schedules to these documents),without charge, by requesting them in writing or by telephone from Schwab or TD Ameritrade at the followingaddresses and telephone numbers, or through the Securities and Exchange Commission website at www.sec.gov:The Charles Schwab Corporation211 Main StreetSan Francisco, California 94105Attention: Investor RelationsTelephone: (415) 667-7000Email: investor.relations@schwab.comTD Ameritrade Holding Corporation200 South 108th AvenueOmaha, Nebraska 68154Attention: Investor RelationsTelephone: (800) 669-3900Email: jeffrey.goeser@tdameritrade.comIn addition, if you have questions about the merger or the accompanying joint proxy statement/prospectus,would like additional copies of the accompanying joint proxy statement/prospectus or need to obtain proxy cardsor other information related to the proxy solicitation, please contact Innisfree M&A Incorporated, the proxysolicitor for TD Ameritrade, toll-free at (877) 456-3422 or collect at (212) 750-5833, or D.F. King & Co., Inc.,the proxy solicitor for Schwab, toll-free at (800) 884-5101 or collect at (212) 269-5550. You will not be chargedfor any of these documents that you request.If you would like to request documents, please do so no later than five business days before the date ofSchwab’s special meeting of stockholders (which meeting date is June 4, 2020) or five business days beforethe date of TD Ameritrade’s special meeting of stockholders (which meeting date is June 4, 2020), asapplicable.See “Where You Can Find More Information” beginning on page 241 of the accompanying joint proxystatement/prospectus for further information.

The Charles Schwab Corporation211 Main StreetSan Francisco, California 94105NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OFTHE CHARLES SCHWAB CORPORATIONTO BE HELD ON June 4, 2020To the Stockholders of The Charles Schwab Corporation:NOTICE IS HEREBY GIVEN that a special meeting of stockholders, which is referred to in this notice asthe Schwab special meeting, of The Charles Schwab Corporation, a Delaware corporation, which is referred to inthis notice as Schwab, will be held virtually via the Internet on June 4, 2020, at 11:00 a.m., Pacific time. Schwabhas chosen to hold the Schwab special meeting solely via the Internet and not in a physical location given thecurrent public health impacts of coronavirus (COVID-19) and our desire to promote the health and safety ofSchwab stockholders, as well as Schwab directors, officers, employees and other constituents. The Schwab boardof directors has fixed the close of business on April 27, 2020 as the record date for the determination of thestockholders entitled to attend and vote at the Schwab special meeting or any adjournment or postponementthereof, which is referred to in this notice as the Schwab record date. Only stockholders as of the close ofbusiness on the Schwab record date are entitled to receive notice of, attend and vote at the Schwab specialmeeting or any adjournment or postponement thereof. To attend the Schwab special meeting, Schwabstockholders must register in advance at www.schwabevents.com/corporation by June 2, 2020, at 5:00 p.m.,Pacific time. Stockholders who have registered in advance will receive information on how to access the Schwabspecial meeting. During the meeting, Schwab stockholders may submit questions and vote their shares. Sharespreviously voted do not need to be voted again unless the shareholder intends to change or revoke the prior vote.In order to vote at the meeting, a beneficial owner that holds Schwab shares in “street name” (through abank, broker or other nominee) must obtain a legal proxy from its bank, broker or other nominee. Each suchbeneficial owner must fax or email a scan or image of the legal proxy to Schwab’s transfer agent, Equiniti TrustCompany, at 651-450-4078 or EQSS-ProxyTabulation@equiniti.com, no later than June 2, 2020, at 5:00 p.m.,Central time. Please note that the voting instruction form you received with the accompanying joint proxystatement/prospectus as a beneficial owner that holds Schwab shares in “street name” is not a legal proxy.Issuance of the legal proxy will invalidate any prior voting instructions you have given to your bank, broker orother nominee and will prevent you from giving any further voting instructions to your bank, broker or othernominee to vote on your behalf.The Schwab special meeting will be held for the following purposes: Approval of the share issuance. To consider and vote on a proposal to approve the issuance ofSchwab common shares, which is referred to in this notice as the share issuance, as consideration in themerger contemplated by the Agreement and Plan of Merger, dated as of November 24, 2019, by andamong Schwab, Americano Acquisition Corp., a Delaware corporation and wholly owned subsidiary ofSchwab, and TD Ameritrade Holding Corporation, a Delaware corporation, which is referred to in thisnotice as TD Ameritrade, as it may be amended from time to time, which is referred to in this notice asthe merger agreement, a copy of which is attached as Annex A to the accompanying joint proxystatement/prospectus, pursuant to which Americano Acquisition Corp. will be merged with and into TDAmeritrade, which is referred to in this notice as the merger, with TD Ameritrade surviving the mergeras a wholly owned subsidiary of Schwab;

Approval of the Schwab charter amendment. To consider and vote on a proposal to approve anamendment to the fifth amended and restated certificate of incorporation of Schwab to create a newclass of nonvoting common stock, which amendment is referred to in this notice as the Schwab charteramendment, a copy of which is attached as Annex B to the accompanying joint proxy statement/prospectus; and Adjournment of the Schwab special meeting. To consider and vote on a proposal to approve theadjournment of the Schwab special meeting from time to time if necessary to solicit additional proxiesif there are not sufficient votes to approve the share issuance or the Schwab charter amendment at thetime of the Schwab special meeting or any adjournment or postponement thereof, which is referred toin this notice as the Schwab adjournment proposal.Schwab will transact no other business at the Schwab special meeting, except such business as may properlybe brought before the Schwab special meeting or any adjournment or postponement thereof. Please refer to theaccompanying joint proxy statement/prospectus for further information with respect to the business to betransacted at the Schwab special meeting.Approval of the share issuance requires the holders of a majority of shares of Schwab common stockpresent at the Schwab special meeting via the Schwab meeting website or by proxy approving the shareissuance (which meets or exceeds the minimum requirement under the rules of the New York StockExchange of the affirmative vote of a majority of the votes cast by holders of shares of Schwab commonstock). Approval of the Schwab charter amendment requires the affirmative vote of the holders of amajority of the shares of Schwab common stock outstanding and entitled to vote at the Schwab specialmeeting. Approval of the Schwab adjournment proposal requires the affirmative vote of the holders of amajority of shares of Schwab common stock that are present at the Schwab special meeting via theSchwab meeting website or by proxy and entitled to vote at the Schwab special meeting, whether or not aquorum is present.The Schwab board of directors unanimously determined that the merger agreement and thetransactions contemplated by the merger agreement, including the share issuance and the Schwab charteramendment, are advisable and fair to, and in the best interests of, Schwab and the Schwab stockholders,and unanimously recommends that Schwab stockholders vote “FOR” the approval of the share issuance,“FOR” the approval of the Schwab charter amendment and “FOR” the Schwab adjournment proposal.By order of the Schwab board of directors,Peter J. Morgan IIIExecutive Vice President, General Counsel and Corporate SecretarySan Francisco, CaliforniaMay 4, 2020YOUR VOTE IS IMPORTANT!WHETHER OR NOT YOU EXPECT TO ATTEND THE SCHWAB SPECIAL MEETING VIA THESCHWAB MEETING WEBSITE, IT IS IMPORTANT THAT YOUR SHARES OF SCHWAB COMMONSTOCK BE REPRESENTED. WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY ASPOSSIBLE VIA THE INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING AND DATINGTHE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPEPROVIDED. IF YOU ATTEND THE SCHWAB SPECIAL MEETING AND WISH TO VOTE YOURSHARES VIA THE SCHWAB MEETING WEBSITE, YOU MAY DO SO AT ANY TIME PRIOR TOTHE CLOSING OF THE POLLS AT THE SCHWAB SPECIAL MEETING.

Instructions on how to attend and participate online at the Schwab special meeting, including how todemonstrate proof of stock ownership, ask questions and vote, are posted at www.schwabevents.com/corporation. Acomplete list of Schwab stockholders entitled to vote at the Schwab special meeting will be available forexamination by any Schwab stockholder for purposes germane to the Schwab special meeting online via theSchwab meeting website during the Schwab special meeting and for a period of at least 10 days prior to the Schwabspecial meeting at Schwab’s principal place of business or upon request to investor.relations@schwab.com.We urge you to read the accompanying joint proxy statement/prospectus, including all documentsincorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes carefully andin their entirety. If you have any questions concerning the merger, the merger agreement, the share issuance, theSchwab charter amendment, the Schwab adjournment proposal, the Schwab special meeting or the accompanyingjoint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help submitting your proxy for your shares of Schwab common stock, please contact:D.F. King & Co., Inc.48 Wall Street, 22nd FloorNew York, New York 10005Telephone Toll-Free: (800) 884-5101Telephone Call Collect: (212) 269-5550Email: schw@dfking.comorThe Charles Schwab Corporation211 Main StreetSan Francisco, California 94105Attention: Investor RelationsTelephone: (415) 667-7000Email: investor.relations@schwab.com

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TD Ameritrade Holding Corporation200 South 108th AvenueOmaha, Nebraska 68154NOTICE OF SPECIAL MEETING OF STOCKHOLDERSOF TD AMERITRADE HOLDING CORPORATIONTO BE HELD ON June 4, 2020To the Stockholders of TD Ameritrade Holding Corporation:We are pleased to invite you to attend—and notice is hereby given that TD Ameritrade HoldingCorporation, a Delaware corporation, which is referred to in this notice as TD Ameritrade, will hold—a specialmeeting of its stockholders, which is referred to in this notice as the TD Ameritrade special meeting. The TDAmeritrade special meeting will be held exclusively online via live audio webcast on June 4, 2020, at 2:00 p.m.,Eastern time. Due to public health concerns regarding the coronavirus (COVID-19) and the importance ofensuring the health and safety of TD Ameritrade’s directors, officers, employees and stockholders, there will notbe a physical meeting location, and you will not be able to attend the TD Ameritrade special meeting in person.The TD Ameritrade special meeting can be accessed by visiting www.virtualshareholdermeeting.com/AMTD2020, which is referred to in the accompanying joint proxy statement/prospectus as the TD Ameritrademeeting website, where you will be able to listen to the meeting, submit questions and vote online. We encourageyou to allow ample time for online check-in, which will open at approximately 1:45 p.m., Eastern time. You willneed the 16-digit control number included on your proxy card or voting instruction form to join the TDAmeritrade special meeting. We are holding the TD Ameritrade special meeting for the following purposes:1.Approval and adoption of the merger agreement. To consider and vote on a proposal to approve andadopt the Agreement and Plan of Merger, dated as of November 24, 2019, by and among The CharlesSchwab Corporation, Americano Acquisition Corp. and TD Ameritrade, as it may be amended fromtime to time, which is referred to in this notice as the merger agreement, a copy of which is attached asAnnex A to the accompanying joint proxy statement/prospectus;2.TD Ameritrade merger-related compensation. To consider and vote on a proposal to approve, on anon-binding, advisory basis, certain compensation arrangements that may be paid or become payable toTD Ameritrade’s named executive officers in connection with the merger contemplated by the mergeragreement, which is referred to in this notice as the TD Ameritrade merger-related compensationproposal; and3.Adjournment of the TD Ameritrade special meeting. To consider and vote on a proposal to approvethe adjournment of the TD Ameritrade special meeting from time to time if necessary to solicitadditional proxies if there are not sufficient votes to approve and adopt the merger agreement at thetime of the TD Ameritrade special meeting or any adjournment or postponement thereof, which isreferred to in this notice as the TD Ameritrade adjournment proposal.TD Ameritrade will transact no other business at the TD Ameritrade special meeting, except such businessas may properly be brought before the TD Ameritrade special meeting or any adjournment or postponementthereof. Please refer to the accompanying joint proxy statement/prospectus for further information with respect tothe business to be transacted at the TD Ameritrade special meeting.The TD Ameritrade board of directors has fixed the close of business on April 27, 2020 as the record datefor the TD Ameritrade special meeting, which is referred to in this notice as the TD Ameritrade record date. Onlyholders of record of TD Ameritrade common stock as of the close of business on the TD Ameritrade record dateare entitled to receive notice of, and to vote at, the TD Ameritrade special meeting or any adjournment orpostponement thereof.

The TD Ameritrade board of directors, acting upon the unanimous recommendation of a strategicdevelopment committee of the TD Ameritrade board of directors composed solely of independent anddisinterested directors, unanimously recommends that TD Ameritrade stockholders vote “FOR” the approval andadoption of the merger agreement, “FOR” the TD Ameritrade merger-related compensation proposal and “FOR”the TD Ameritrade adjournment proposal.By order of the Board of Directors,Joseph H. MogliaChairman of the BoardOmaha, NebraskaMay 4, 2020Your vote is very important, regardless of the number of shares of TD Ameritrade common stock thatyou own. Whether or not you expect to attend the TD Ameritrade special meeting via the TD Ameritrademeeting website, to ensure your representation at the TD Ameritrade special meeting, we urge you tosubmit a proxy to vote your shares as promptly as possible via the Internet, by telephone or by submittingyour proxy card by mail using the postage-paid envelope provided. If your shares are held in the name of abroker, bank, nominee or other holder of record, please follow the instructions on the voting instructionform furnished to you by such broker, bank, nominee or other holder of record.The agenda and rules of conduct for the TD Ameritrade special meeting are posted at the TD Ameritradespecial meeting website. A complete list of TD Ameritrade stockholders entitled to vote at the TD Ameritradespecial meeting will be available during ordinary business hours at our headquarters for examination by anyTD Ameritrade stockholder for purposes germane to the TD Ameritrade special meeting for a period of at least10 days prior to the TD Ameritrade special meeting. If our headquarters are closed for health and safety reasonsrelated to the coronavirus (COVID-19) pandemic during such period, the list of stockholders will be madeavailable for inspection upon request via email to corporatesecretary@tdameritrade.com, subject to oursatisfactory verification of stockholder status, and will also be made available online during the TD Ameritradespecial meeting at the TD Ameritrade special meeting website.The accompanying joint proxy statement/prospectus provides a detailed description of the merger and themerger agreement and the other matters to be considered at the TD Ameritrade special meeting. We urge you tocarefully read the accompanying joint proxy statement/prospectus, including any documents incorporated byreference, and the annexes in their entirety. If you have any questions concerning the proposals in this notice, themerger or the accompanying joint proxy statement/prospectus, would like additional copies or need help votingyour shares of TD Ameritrade common stock, please contact TD Ameritrade’s proxy solicitor:Innisfree M&A Incorporated501 Madison Avenue, 20th FloorNew York, New York 10022Shareholders Call Toll-Free: (877) 456-3422Banks and Brokers Call Collect: (212) 750-5833

TABLE OF CONTENTSPageQuestions and Answers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Selected Historical Financial Data of Schwab . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Selected Historical Financial Data of

TD Ameritrade stockholders are cordially invited to attend a special meeting of TD Ameritrade stockholders, which is referred to in the accompanying joint proxy statement/prospectus as the TD Ameritrade special meeting, to be held exclusively online via live audio webcast on June 4, 2020, at 2:00 p.m., Eastern time. .

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