Company Announcements

Regulatory Announcement

The Toronto-Dominion Bank

26 July 2019

Publication of Final Terms

Not for release, publication or distribution, directly or indirectly, in or into the United States.

The Toronto-Dominion Bank has agreed to issue GBP 400,000,000 Floating Rate Notes due July  2020, Series EMTN2019-1 (the "Notes") pursuant to its U.S.$20,000,000,000 Programme for the Issuance of Notes (the "Programme").

The following document constitutes the final terms dated 26 July 2019 (the "Final Terms") relating to the admission to trading of the Notes for purpose of Article 5.4 of Directive 2003/71/EC, as amended or superseded, and must be read in conjunction with the Prospectus dated 9 July 2019 relating to the Programme (the "Prospectus"). Full information on The Toronto-Dominion Bank and the offer of the Notes is only available on the basis of the combination of the Final Terms and the Prospectus.

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Prospectus and the Final Terms, may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) 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 Final Terms is not addressed. Prior to relying on the information contained in the Final Terms you must ascertain from the Prospectus, as supplemented by these Final Terms, whether or not you are part of the intended addressees of the information contained therein.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to US tax law requirements. Subject to certain exceptions, the Securities may not be offered, sold or delivered in or into the United States or to or for the account or benefit of US persons (as defined in Regulation S under the Securities Act). No public offering of the Notes is being made in the United States.

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

MiFID II professionals / ECPs-only / No PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

To view the full document, please paste the following URLs into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/9187G_1-2019-7-26.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