Ms. Elizabeth Goldenshtein reports

TD RECOMMENDS SHAREHOLDERS REJECT TRC CAPITAL INVESTMENT'S BELOW-MARKET "MINI TENDER" OFFER FOR COMMON SHARES

Toronto-Dominion Bank has received notice of an unsolicited "mini-tender offer" by TRC Capital Investment Corp. to purchase up to 1.5 million TD common shares, approximately 0.08 per cent of the common shares outstanding as at Jan. 10, 2024, at a below-market price of $78.38 per share in cash.

TRC Capital Investment's unsolicited offer price of $78.38 per share is approximately 4.3 per cent lower than the $81.90 closing share price of TD's common stock on Jan. 10, 2024, the business day prior to the date of the offer.

TD does not endorse TRC Capital Investment's unsolicited mini-tender offer, is not affiliated or associated in any way with TRC Capital Investment and recommends shareholders reject the offer.

TRC Capital Investment has made several similar unsolicited mini-tender offers for shares of several other public companies. Mini-tender offers are designed to result in a holding of less than 5 per cent of a company's outstanding shares, thereby avoiding disclosure and procedural requirements applicable to most bids under Canadian and U.S. securities regulations. Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend that investors exercise caution with mini-tender offers and have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC has issued "tips for Investors" regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory may be found on the SEC website.

The CSA's long-standing guidance on mini-tenders can be found on the Ontario Securities Commission website.

TD strongly encourages brokers, dealers and other market participants to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website.

TD requests that a copy of this news release be included with any distribution of materials relating to TRC Capital Investment's mini-tender offer for TD shares.

About Toronto-Dominion Bank

TD is the sixth-largest bank in North America by assets and serves over 27.5 million customers in four key businesses operating in a number of locations in financial centres around the globe: Canadian personal and commercial banking, including TD Canada Trust and TD Auto Finance Canada; United States retail, including TD Bank, TD Auto Finance U.S., TD Wealth (U.S.) and an investment in The Charles Schwab Corp.; wealth management and insurance, including TD Wealth (Canada), TD Direct Investing and TD Insurance; and wholesale banking, including TD Securities and TD Cowen. TD also ranks among the world's leading on-line financial services firms, with more than 16 million active on-line and mobile customers. TD had $1.96-trillion in assets on Oct. 31, 2023.