Ms. Elizabeth Goldenshtein reports

TD ANNOUNCES PRICING OF USD NON-VIABILITY CONTINGENT CAPITAL AT1 LIMITED RECOURSE CAPITAL NOTES

Toronto-Dominion Bank has priced a U.S. public offering of $750-million (U.S.) of 6.350 per cent fixed rate reset limited recourse capital notes, Series 6 (non-viability contingent capital (NVCC)) (LRCNs). The LRCNs will be registered with the U.S. Securities and Exchange Commission (SEC).

The LRCNs will bear interest at a rate of 6.350 per cent annually, payable quarterly, for the initial period ending on, but excluding, Oct. 31, 2030. Thereafter, the interest rate on the LRCNs will reset every five years at a rate equal to the prevailing U.S. treasury rate plus 2.721 per cent. The LRCNs will mature on Oct. 31, 2085. The expected closing date of the offering is Sept. 23, 2025, subject to customary closing conditions.

Concurrently with the issuance of the LRCNs, TD will issue 750,000 non-cumulative 6.350 per cent fixed rate reset preferred shares, Series 33 (NVCC), 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 33, except in limited circumstances.

TD may redeem the LRCNs on Oct. 31, 2030, and once every quarter-end thereafter, with the prior written approval of the Superintendent of Financial Institutions (Canada), in whole or in part on not less than 10 days and not more than 60 days of prior notice to the LRCN 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 proceeds from this transaction are expected to qualify as additional Tier 1 capital of TD for regulatory purposes.

TD Securities (USA) LLC, BofA Securities Inc., Citigroup Global Markets Inc., NatWest Markets Securities Inc. and Societe Generale are the joint bookrunning managers on the issue.

A registration statement relating to the offering has been filed with the SEC and is effective.

Copies of the preliminary prospectus supplement and the accompanying prospectus for the offering may be obtained free of charge by visiting EDGAR. 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 Inc., at 1-800-294-1322, Citigroup Global Markets Inc., at 1-800-831-9146, NatWest Markets Securities Inc., at 1-800-231-5830, and SG Americas Securities LLC, at 1-855-881-2108.

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 28.1 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.); 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 18 million active on-line and mobile customers. TD had $2.0-trillion (Canadian) in assets on July 31, 2025. TD trades under the symbol TD on the Toronto Stock Exchange and New York Stock Exchange.