Company Announcements

Regulatory Announcement

The Toronto-Dominion Bank

24 May 2019

Publication of Supplementary Prospectus

The following supplementary prospectus has been approved by the Financial Conduct Authority and is available for viewing:

3rd combined supplementary prospectus dated 24 May 2019 (the "Supplementary Prospectus") relating to the CA$ 50,000,000,000 Global Legislative Covered Bond Programme of The Toronto-Dominion Bank (the "Bank"), unconditionally and irrevocably guaranteed as to payments by TD Covered Bond (Legislative) Guarantor Limited Partnership (the "CB Programme") and the Bank's US$ 20,000,000,000 Programme for the Issuance of Notes (the "EMTN Programme").

The Supplementary Prospectus and documents incorporated by reference therein have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm.

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the base prospectus dated 27 July 2018, as supplemented by the previous fifth combined supplementary prospectus dated 4 September 2018, the first combined supplementary prospectus dated 30 November 2018 (the "First Combined Supplement"), the second combined supplementary prospectus dated 1 March 2019 (the "Second Combined Supplement") and this Supplementary Prospectus (collectively, the "CB Prospectus") in relation to the CB Programme and the base prospectus dated 30 October 2018 as supplemented by the First Combined Supplement, the Second Combined Supplement and this Supplementary Prospectus (collectively, the "EMTN Prospectus") in relation to the EMTN Programme (the CB Prospectus and the EMTN Prospectus, together the "Base Prospectuses"), may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Base Prospectuses) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Base Prospectuses is not addressed.  Prior to relying on the information contained in the Base Prospectuses, you must ascertain from the Base Prospectuses whether or not you are part of the intended addressees of the information contained therein.

The Covered Bonds issued pursuant to the CB Prospectus and the related Covered Bond Guarantee (as defined in the CB Prospectus) and the Notes issued pursuant to the EMTN Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Your right to access this service is conditional upon complying with the above requirement.

To view the Supplementary Prospectus and the documents incorporated by reference therein, please paste the following URL's into the address bar of your browser.

3rd Combined Supplementary Prospectus dated 24 May 2019.

http://www.rns-pdf.londonstockexchange.com/rns/1896A_1-2019-5-24.pdf

Documents Incorporated by Reference

The Toronto-Dominion Bank's Second Quarter 2019 Report to Shareholders for the quarter ended 30 April 2019 (including its unaudited interim consolidated financial statements for the three-month and six-month periods ended 30 April 2019, with comparative unaudited interim consolidated financial statements for the three-month and six-month periods ended 30 April 2018);

http://www.rns-pdf.londonstockexchange.com/rns/1896A_2-2019-5-24.pdf

The Toronto-Dominion Bank's Monthly Investor Report for the Calculation Date 28 February 2019;

http://www.rns-pdf.londonstockexchange.com/rns/1896A_3-2019-5-24.pdf

The Toronto-Dominion Bank's Monthly Investor Report for the Calculation Date 29 March 2019; and

http://www.rns-pdf.londonstockexchange.com/rns/1896A_4-2019-5-24.pdf

The Toronto-Dominion Bank's Monthly Investor Report for the Calculation Date 30 April 2019.

http://www.rns-pdf.londonstockexchange.com/rns/1896A_5-2019-5-24.pdf

For further information, please contact

Brooke Hales

Associate Vice-President

Funding, Treasury and Balance Sheet Management

The Toronto-Dominion Bank

Telephone Number:  +1 (416) 307 8647
Email:  brooke.hales@td.com