Ms. Brooke Hales reports

TD ANNOUNCES NON-VIABILITY CONTINGENT CAPITAL SUBORDINATED NOTES ISSUE

The Toronto-Dominion Bank today priced a United States public offering of $1-billion (U.S.) of 5.146-per-cent non-viability contingent capital subordinated notes due 2034, which will constitute subordinated indebtedness of TD. The notes are registered with the U.S. Securities and Exchange Commission (the SEC).

The notes will bear interest at a fixed rate of 5.146 per cent per annum (paid semi-annually) to, but excluding, Sept. 10, 2029 (the reset date). On and after the reset date, to, but excluding Sept. 10, 2034, interest on the notes will reset at an interest rate per annum equal to the sum (paid semi-annually), as determined by TD or its designee, of (i) the prevailing U.S. treasury rate plus (ii) 1.500 per cent. The notes will mature on Sept. 10, 2034. The expected closing date of the offering is Sept. 10, 2024, subject to customary closing conditions.

TD may, at its option, with the prior written approval of the Superintendent of Financial Institutions (Canada), redeem the notes on Sept. 10, 2029, in whole at par plus accrued and unpaid interest on not more than 60 nor less than 10 days of notice to the holders.

The net proceeds from this transaction will be used for general corporate purposes, which may include the redemption of outstanding capital securities and/or the repayment of other outstanding liabilities. The notes are expected to qualify as Tier 2 capital of TD for regulatory purposes.

TD Securities, BofA Securities, Goldman Sachs & Co. LLC, NatWest Markets and Standard Chartered Bank are the joint book-running managers on the issue.

Copies of the preliminary prospectus supplement and the accompanying prospectus for the offering may be obtained free of charge by visiting EDGAR on the SEC's website. Alternatively, copies of the final prospectus supplement, when available, and the accompanying prospectus may also be obtained by contacting TD Securities (USA) LLC at 1-855-495-9846, BofA Securities at 1-800-294-1322, Goldman Sachs & Co. at 1-866-471-2526, NatWest Markets Securities Inc. at 1-800-231-5830 and Standard Chartered Bank at 44-207-885-8888.

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 27.5 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; U.S. retail, including TD Bank, America's most convenient 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 17 million active on-line and mobile customers. TD had $1.97-trillion in assets on July 31, 2024. The bank trades under the symbol TD on the Toronto Stock Exchange and the New York Stock Exchange.