Company Announcements

The Toronto-Dominion Bank

July 30, 2021

THE TORONTO-DOMINION BANK

(a Canadian chartered bank)

(the Issuer)

TD COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP

(the Guarantor)

NOTICE OF PUBLICATION OF AMENDMENTS TO THE SERIES CBL18 FINAL TERMS AND TRANSACTION DOCUMENTS

to the holders of the:

£500,000,000 Floating Rate Series CBL18 Covered Bonds due January 30, 2023

(ISIN: XS1759748491)

 (the Series CBL18 Covered Bonds or the Covered Bonds and the holders thereof, the Covered Bondholders)

NOTICE IS HEREBY GIVEN THAT at the request of the Issuer, following the passing of an Extraordinary Resolution on July 7, 2021 and as directed by the Covered Bondholders, amendments have been made to:

(i)   the Final Terms relating to the Series CBL18 Covered Bonds (as amended, the Amended and Restated Series CBL18 Final Terms);
 

(ii)   the Series CBL18 Covered Bond Swap Confirmation (as amended, the Amended and Restated Series CBL18 Covered Bond Swap Confirmation); and  

(iii)  the Trust Deed relating to the Series CBL18 Covered Bonds (the Supplemental Trust Deed).

These changes will be effective from July 30, 2021.

Capitalised terms used but not defined herein shall have the meanings set out in the Notice of Meeting dated June 15, 2021 with respect to the Series CBL18 Covered Bonds and the Consent Solicitation Memorandum of the Issuer dated June 15, 2021.

To view the Amended and Restated Series CBL18 Final Terms, the Amended and Restated Series

CBL18 Covered Bond Swap Confirmation and the Supplemental Trust Deed, please paste the following URL into the address bar of your browser:

https://www.td.com/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jsp 

For further information, please contact:

The Toronto-Dominion Bank

66 Wellington Street West

TD Bank Tower

Toronto, Ontario

Canada, M5K 1A2

Tel:              1-416-634-1664

Attention:     Carla Fleming, Associate Vice President, Funding, Treasury and Balance Sheet Management

Disclaimer - Intended Addressees

Please note that the information contained in this announcement and the Amended and Restated Series CBL18 Final Terms may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom this announcement and the Amended and Restated Series CBL18 Final Terms are not addressed.  Prior to relying on the information contained in this announcement and the Amended and Restated Series CBL18 Final Terms, you must ascertain from the Consent Solicitation Memorandum dated June 15, 2021 and the CAD 40,000,000,000 Global Legislative Covered Bond Programme Prospectus dated September 7, 2017, as supplemented by the 1^st combined supplementary prospectus dated December 8, 2017 and the 2^nd combined supplementary prospectus dated January 19, 2018 (together, the Base Prospectus) whether or not you are one of the intended addressees of the information contained in this announcement and the Series CBL18 Amended and Restated Final Terms.

In particular, this announcement and the Amended and Restated Series CBL18 Final Terms do not constitute an offer or invitation to subscribe for, or purchase, securities in the United States or in any other jurisdiction where such an offer or invitation would be unlawful.  This announcement and the Amended and Restated Series CBL18 Final Terms are not for distribution in the United States or to U.S. persons (as defined below).  The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or under any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements.  The securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America (as such terms are defined in Regulation S under the Securities Act) except pursuant to registration or an exemption from the registration requirements of the Securities Act.  There will be no public offering of the securities in the United States. For a description of the restrictions on offers and sales of the securities described herein, please refer to the Base Prospectus.

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