Ms. Brooke Hales reports

TD BANK GROUP ISSUES JAPANESE YEN NVCC SUBORDINATED DEBENTURES

Toronto-Dominion Bank has arranged the issuance of a private placement offering of 20 billion Japanese yen of fixed rate reset subordinated notes (non-viability contingent capital) constituting subordinated indebtedness of the bank.

The notes will bear interest at a fixed rate of 1.601 per cent per annum (paid semi-annually) until Oct. 30, 2029, and at the Japanese government bond yield plus 1.032 per cent thereafter (paid quarterly) until maturity on Oct. 30, 2034. The bank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the notes on Oct. 30, 2029, in whole but not in part, at par plus accrued and unpaid interest on not more than 60 nor less than 10 days notice to holders.

Net proceeds from the issuance of the notes 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.

Nomura International PLC and TD Securities are the managers on the issue.

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. 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 $1.97-trillion in assets on July 31, 2024. TD trades under the symbol TD on the Toronto and New York stock exchanges.