/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, July 22, 2021 /CNW/ - The Toronto-Dominion Bank ("TD") (TSX: TD) (NYSE: TD) today announced an offering of C$1.75 billion of 3.600% Non-Viability Contingent Capital ("NVCC") Additional Tier 1 ("AT1") Limited Recourse Capital Notes Series 1 (the "LRCNs"). 

The LRCNs will bear interest at a rate of 3.600 per cent annually, payable semi-annually, for the initial period ending on, but excluding, October 31, 2026. Thereafter, the interest rate on the LRCNs will reset every five years at a rate equal to the prevailing 5-year Government of Canada Yield plus 2.747 per cent. The LRCNs will mature on October 31, 2081. The expected closing date of the offering is July 29, 2021. TD Securities is acting as lead agent and sole bookrunner on the issue.

Concurrently with the issuance of the LRCNs, TD will issue NVCC Non-Cumulative 5-Year Fixed Rate Reset Preferred Shares, Series 26 ("Preferred Shares Series 26") to be held by Computershare Trust Company of Canada as trustee for TD LRCN Limited Recourse Trust™ (the "Limited Recourse Trust"). In case of non-payment of interest on or principal of the LRCNs when due, the recourse of each LRCN holder will be limited to that holder's proportionate share of the Limited Recourse Trust's assets, which will consist of Preferred Shares Series 26 except in limited circumstances.

TD may redeem the LRCNs during the period from October 1 to and including October 31, commencing in 2026 and every five years thereafter, with the prior written approval of the Superintendent of Financial Institutions (Canada), in whole or in part on not less than 15 nor more than 60 days' prior notice.

Net proceeds from this transaction will be used for general corporate purposes.

The LRCNs have not been, and will not be, registered in the United States under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly in the United States or to, or for the account or benefit of, a "U.S. person" (as defined in Regulation S under the Securities Act) absent registration under the Securities Act or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or a solicitation to buy securities in the United States or in any other jurisdiction where such offer or solicitation would be unlawful.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the fifth largest bank in North America by assets and serves over 26 million customers in three key businesses operating in a number of locations in financial centres around the globe: Canadian Retail, including TD Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD Insurance; U.S. Retail, including TD Bank, America's Most Convenient Bank®, TD Auto Finance U.S., TD Wealth (U.S.), and an investment in The Charles Schwab Corporation; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with more than 15 million active online and mobile customers. TD had CDN$1.7 trillion in assets on April 30, 2021. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

SOURCE TD Bank Group