Ms. Brooke Hales reports

TD ANNOUNCES NON-VIABILITY CONTINGENT CAPITAL AT1 CAD LIMITED RECOURSE CAPITAL NOTES ISSUE

Toronto-Dominion Bank has priced a Canadian public offering of $750-million of 5.909 per cent non-viability contingent capital additional Tier 1 limited recourse capital notes, Series 5.

The LRCNs will bear interest at a rate of 5.909 per cent annually, payable quarterly, for the initial period ending on, but excluding, Jan. 31, 2030. Thereafter, the interest rate on the LRCNs will be reset every five years based on the prevailing five-year government of Canada yield plus 3.10 per cent. The LRCNs will mature on Jan. 31, 2085. The expected closing date of the offering is Dec. 18, 2024. TD Securities is acting as lead agent and sole bookrunner on the issue.

Concurrently with the issuance of the LRCNs, TD will issue 750,000 non-cumulative five-year fixed rate reset NVCC preferred shares, Series 32, to be held by Computershare Trust Company of Canada, as trustee for TD LRCN Limited Recourse Trust. In case of non-payment of interest on or principal of the LRCNs when due, the recourse of each LRCN holder will be limited to that holder's proportionate share of the limited recourse trust's assets, which will consist of preferred shares, Series 32, except in limited circumstances.

With the prior written approval of the Superintendent of Financial Institutions (Canada), TD may redeem the LRCNs commencing on Jan. 1, 2030, and every five years thereafter, during the period from and including Jan. 1 to and including Jan. 31. TD may redeem the LRCNs in whole or in part on not fewer than 10 days and not more than 60 days prior notice to the LRCN holders.

The net proceeds from this transaction will be used for general corporate purposes, including the redemption of outstanding capital securities of TD and/or the repayment of other outstanding liabilities of TD.

About Toronto-Dominion Bank

TD and its subsidiaries are collectively known as TD Bank Group. TD is the sixth-largest bank in North America by assets, and serves over 27.9 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; U.S. retail, including TD Bank, America's Most Convenient Bank, TD Auto Finance U.S. and 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 service firms, with more than 17 million active on-line and mobile customers. TD had $2.06-trillion in assets on Oct. 31, 2024. TD trades under the symbol TD on the Toronto and New York stock exchanges.