Ms. Brooke Hales reports

TD ANNOUNCES CONVERSION PRIVILEGE OF NON-CUMULATIVE 5-YEAR RATE RESET CLASS A FIRST PREFERRED SHARES, SERIES 1 (NVCC)

Toronto-Dominion Bank does not intend to exercise its right to redeem all or any part of the currently outstanding 20 million non-cumulative five-year rate reset Class A first preferred shares, Series 1 (non-viability contingent capital (NVCC)) of TD on Oct. 31, 2024. As a result and subject to certain conditions set out in the prospectus supplement dated May 28, 2014, relating to the issuance of the Series 1 shares, the holders of the Series 1 shares have the right to convert all or part of their Series 1 shares, on a one-for-one basis, into non-cumulative floating rate Class A first preferred shares, Series 2 (NVCC) of TD on Oct. 31, 2024. Holders who do not exercise their right to convert their Series 1 shares into Series 2 shares on such date will continue to hold their Series 1 shares, subject to the conditions described below.

The foregoing conversion right is subject to the conditions that: (i) if TD determines that there would be less than one million Series 2 shares outstanding after taking into account all shares tendered for conversion on Oct. 31, 2024, then holders of Series 1 shares will not be entitled to convert their shares into Series 2 shares, and (ii) alternatively, if TD determines that there would remain outstanding less than one million Series 1 shares after taking into account all shares tendered for conversion on Oct. 31, 2024, then all remaining Series 1 shares will automatically be converted into Series 2 shares on a one-for-one basis on Oct. 31, 2024. In either case, TD will give written notice to that effect to holders of Series 1 shares no later than Oct. 24, 2024.

The dividend rate applicable to the Series 1 shares for the five-year period from and including Oct. 31, 2024, to but excluding Oct. 31, 2029, and the dividend rate applicable to the Series 2 shares for the three-month period from and including Oct. 31, 2024, to but excluding Jan. 31, 2025, will be determined and announced by way of a press release on Oct. 1, 2024.

Beneficial owners of Series 1 shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from Oct. 1, 2024, until 5 p.m. Toronto time on Oct. 16, 2024.

Inquiries should be directed to TD's registrar and transfer agent, TSX Trust Company, at 1-800-387-0825 (or in Toronto 416-682-3860).

About Toronto-Dominion Bank

TD Bank 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, TD Auto Finance U.S., TD Wealth (U.S.) and an investment in 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.