Toronto-Dominion. - Publication of a Prospectus

Regulatory Announcement

RNS Number [5867S]
The Toronto-Dominion Bank
25 July 2025
Publication of Prospectus

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

Prospectus dated 24 July 2025 relating to the CA$ 100,000,000,000 Global Legislative Covered Bond Programme of The Toronto-Dominion Bank unconditionally and irrevocably guaranteed as to payments by TD Covered Bond (Legislative) Guarantor Limited Partnership.

The Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The documents incorporated by reference therein have already been submitted to the National Storage Mechanism and are available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained 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 is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees 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.

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

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

Prospectus
http://www.rns-pdf.londonstockexchange.com/rns/5867S_1-2025-7-25.pdf

Documents partially or entirely Incorporated by Reference:

The Toronto-Dominion Bank's Annual Information Form dated 4 December 2024;

http://www.rns-pdf.londonstockexchange.com/rns/5867S_2-2025-7-25.pdf

The Toronto-Dominion Bank's Management's Discussion and Analysis for the year ended 31 October 2024;

http://www.rns-pdf.londonstockexchange.com/rns/5867S_3-2025-7-25.pdf

The Toronto-Dominion Bank's audited consolidated financial statements for the years ended 31 October 2024 and 2023, together with the auditors' report thereon;

http://www.rns-pdf.londonstockexchange.com/rns/5867S_3-2025-7-25.pdf

The Toronto-Dominion Bank's Second Quarter 2025 Report to Shareholders for the quarter ended 30 April 2025 (including its unaudited interim consolidated financial statements for the three and six month periods ended 30 April 2025, with comparative unaudited interim consolidated financial statements for the three and six month periods ended 30 April 2024);
http://www.rns-pdf.londonstockexchange.com/rns/5867S_5-2025-7-25.pdf

The section entitled "Terms and Conditions of the Covered Bonds" set out in The Toronto-Dominion Bank's prospectus in connection with the Programme dated 7 September 2017;
http://www.rns-pdf.londonstockexchange.com/rns/5867S_6-2025-7-25.pdf

The section entitled "Terms and Conditions of the Covered Bonds" set out in The Toronto-Dominion Bank's prospectus in connection with the Programme dated 5 July 2019;
http://www.rns-pdf.londonstockexchange.com/rns/5867S_7-2025-7-25.pdf

The section entitled "Terms and Conditions of the Covered Bonds" set out in The Toronto-Dominion Bank's prospectus in connection with the Programme dated 30 June 2021;
http://www.rns-pdf.londonstockexchange.com/rns/5867S_8-2025-7-25.pdf

The section entitled "Terms and Conditions of the Covered Bonds" set out in The Toronto-Dominion Bank's prospectus in connection with the Programme dated 30 June 2022;
http://www.rns-pdf.londonstockexchange.com/rns/5867S_9-2025-7-25.pdf

The section entitled "Terms and Conditions of the Covered Bonds" set out in The Toronto-Dominion Bank's prospectus in connection with the Programme dated 30 June 2023;

http://www.rns-pdf.londonstockexchange.com/rns/5867S_10-2025-7-25.pdf

The section entitled "Terms and Conditions of the Covered Bonds" set out in The Toronto-Dominion Bank's prospectus in connection with the Programme dated 28 June 2024;

http://www.rns-pdf.londonstockexchange.com/rns/5867S_11-2025-7-25.pdf

The Toronto-Dominion Bank's monthly (unaudited) Investor Report containing information on the Covered Bond Portfolio as at the Calculation Date falling on 28 February 2025;

http://www.rns-pdf.londonstockexchange.com/rns/5867S_12-2025-7-25.pdf

The Toronto-Dominion Bank's monthly (unaudited) Investor Report containing information on the Covered Bond Portfolio as at the Calculation Date falling on 31 March 2025; and

http://www.rns-pdf.londonstockexchange.com/rns/5867S_13-2025-7-25.pdf

The Toronto-Dominion Bank's monthly (unaudited) Investor Report containing information on the Covered Bond Portfolio as at the Calculation Date falling on 30 April 2025.

http://www.rns-pdf.londonstockexchange.com/rns/5867S_14-2025-7-25.pdf

The Toronto-Dominion Bank's monthly (unaudited) Investor Report containing information on the Covered Bond Portfolio as at the Calculation Date falling on 30 May 2025.

http://www.rns-pdf.londonstockexchange.com/rns/5867S_15-2025-7-25.pdf

For further information, please contact
Colin Elion
Associate Vice President, Funding,
Treasury and Balance Sheet Management

The Toronto-Dominion Bank

Telephone Number:  +416-350-9434
Email: colin.elion@td.com