Company Announcements

Regulatory Announcement

The Toronto-Dominion Bank
April 3, 2020

Publication of Final Terms

The following Final Terms are available for viewing:

The Toronto-Dominion Bank has issued USD 1,250,000,000 of 1.450% Covered Bonds due April 3, 2023 (the "Series CBL32 Covered Bonds") pursuant to its CAD 55,000,000,000 Global Legislative Covered Bond Programme, unconditionally and irrevocably guaranteed as to payments by TD Covered Bond (Legislative) Guarantor Limited Partnership.

The following document constitutes the final terms dated April 1, 2020 relating to the issue of Series CBL32 Covered Bonds (the "Final Terms") for the purpose of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) as amended, including by Directive 2010/73/EU to the extent such amendments have been implemented in a relevant Member State, and includes any relevant implementing measure in each relevant Member State and must be read in conjunction with the Prospectus dated July 5, 2019, as supplemented by (i) the 1^st combined supplementary prospectus dated August 30, 2019, (ii) the 2^nd combined supplementary prospectus dated December 6, 2019, and (iii) the 3^rd combined supplementary prospectus dated February 28, 2020 (collectively, the "Prospectus"). Complete information on The Toronto-Dominion Bank and the offering of Series CBL32 Covered Bonds can only be obtained by reading the Final Terms together with the Prospectus.

The Final Terms have been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

The Final Terms have been filed with the Financial Conduct Authority and are available for viewing.

To view the Final Terms, please paste the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/6120I_1-2020-4-2.pdf

For further information, please contact:

Brooke Hales
Associate Vice President
Funding, Treasury and Balance Sheet Management

The Toronto-Dominion Bank
Telephone Number:  416-307-8647
Email:  brooke.hales@td.com 

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Final Terms (when read together with the information in the Prospectus) 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 Prospectus and the Final Terms is not addressed.  Prior to relying on the information contained in the Prospectus and the Final Terms you must ascertain from the Prospectus and the Final Terms whether or not you are an intended addressee of the information contained therein.

The Covered Bonds issued pursuant to the Prospectus and the related Covered Bond Guarantee (as defined in the 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.  Accordingly, the Covered Bonds issued pursuant to the Prospectus are being offered only (i) in offshore transactions to non-U.S. persons in reliance upon Regulation S under the Securities Act or (ii) to qualified institutional buyers in reliance upon Rule 144A under the Securities Act.

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