The Toronto-Dominion Bank 40F/A 2024 Annual report (Canada) (amended) | TD Filing

The Toronto

-Dominion Bank

ANNUAL INFORMATION

FORM

December 4, 2024

Documents Incorporated by Reference

Portions

this

Annual

Information

Form

(“AIF”)

are

disclosed

the

annual

consolidated

financial

statements (the

“Annual

Financial

Statements”)

and management’s

discussion

and analysis

of the

Bank

(as

defined

below)

for

the

year

ended

October

31,

2024

(the

"2024

MD&A")

and

are

incorporated

reference into this AIF.

Page

Reference in

AIF

Page / Incorporated by

Reference from Annual

Financial Statements

Page / Incorporated by

Reference From 2024

MD&A

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

4-14, 21-39

DESCRIPTION OF THE BUSINESS

Review of Business, including Foreign Operations

11-15

4-11, 21-39

Investment in The Charles Schwab Corporation

10, 11, 21, 27-31, 60

Competition

Intangible Properties

25, 29, 65-66

Average Number of Employees

Lending

42-51, 76-81

Social and Environmental Policies

102-104

Risk Factors

61-104

DIVIDENDS

Dividends per Share for the Bank (October 31

year-end)

Dividend Restrictions

CAPITAL STRUCTURE

Common Shares

70-73

Preferred Shares

70-72

Limited Recourse Capital Notes

70-72

Perpetual Notes

Constraints

Ratings

MARKET FOR SECURITIES OF THE BANK

Market Listings

Trading Price and Volume

Prior Sales

ESCROWED SECURITIES AND SECURITIES SUBJECT TO

CONTRACTUAL RESTRICTIONS ON TRANSFER

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Board Committees of the Bank

Audit Committee

Additional Information Regarding the Audit Committee

and

Shareholders' Auditor

Executive Officers of the Bank

Shareholdings of Directors and Executive Officers

Additional Disclosure for Directors and Executive Officers

Pre-Approval Policies and Shareholders’ Auditor Service Fees

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

86-87

INTEREST OF MANAGEMENT AND OTHERS IN

MATERIAL TRANSACTIONS

TRANSFER AGENTS AND REGISTRARS

Transfer Agent

Co-transfer Agent and Registrar

INTERESTS OF EXPERTS

MATERIAL CONTRACTS

ADDITIONAL INFORMATION

APPENDIX "A" – Intercorporate Relationships

APPENDIX "B" – Description of Ratings

APPENDIX "C" – Audit Committee Charter

Unless otherwise specified, this AIF presents

information as at October 31, 2024.

Caution Regarding Forward-Looking Statements

From

time

time,

the

Bank

(as

defined

this

document)

makes

written

and/or

oral

forward-looking

statements,

including

this

document,

other

filings

with

Canadian

regulators

the

United

States

(U.S.)

Securities

and

Exchange

Commission

(SEC),

and

other

communications.

addition,

representatives

the

Bank

may

make

forward-looking

statements

orally

analysts,

investors,

the

media,

and

others.

All

such

statements

are

made

pursuant

the

“safe

harbour”

provisions

of,

and

are

intended

forward-looking

statements

under,

applicable

Canadian

and

U.S.

securities

legislation,

including the

U.S.

Private

Securities

Litigation

Reform

Act of

1995.

Forward-looking

statements

include,

but

are

not

limited

to,

statements

made

this

document,

the

Management’s

Discussion

and

Analysis

(“2024 MD&A”)

in the

Bank’s 2024

Annual Report

under the

heading “Economic

Summary and

Outlook”,

under the

headings “Key

Priorities for

2025” and

“Operating Environment

and Outlook”

for the

Canadian

Personal

and

Commercial

Banking,

U.S.

Retail,

Wealth

Management

and

Insurance,

and

Wholesale

Banking

segments,

and

under

the

heading

“2024

Accomplishments

and

Focus

for

2025”

for

the

Corporate segment,

and in

other statements

regarding

the Bank’s

objectives

and priorities

for 2025

and

beyond and

strategies to

achieve them,

the regulatory

environment in

which the

Bank operates,

and the

Bank’s anticipated financial performance.

Forward-looking

statements

are

typically

identified

words

such

“will”,

“would”,

“should”,

“believe”,

“expect”, “anticipate”,

“intend”, “estimate”,

“plan”, “goal”,

“target”, “may”,

and “could”.

By their very

nature,

these forward-looking statements

require the Bank to

make assumptions and are

subject to inherent risks

and

uncertainties,

general

and

specific.

Especially

light

the

uncertainty

the

physical,

financial, economic,

political, and

regulatory environments,

such risks

and uncertainties

– many

of which

are

beyond

the

Bank’s

control

and

the

effects

which

can

difficult

predict

–

may

cause

actual

results to differ materially from the expectations expressed

in the forward-looking statements.

Risk factors

that could

cause, individually

or in

the aggregate,

such differences

include: strategic,

credit,

market

(including

equity,

commodity,

foreign

exchange,

interest

rate,

and

credit

spreads),

operational

(including

technology,

cyber

security,

process,

systems,

data,

third-party,

fraud,

infrastructure,

insider

and

conduct),

model,

insurance,

liquidity,

capital

adequacy,

legal

and

regulatory

compliance

(including

financial crime), reputational, environmental and social, and

other risks.

Examples of

such risk

factors include

general business

and economic

conditions

in the

regions in

which

the Bank

operates (including

the economic,

financial,

and other

impacts of

pandemics); geopolitical

risk;

inflation,

interest

rates

and

recession

uncertainty;

regulatory

oversight

and

compliance

risk;

risks

associated

with

the

Bank's

ability

satisfy

the

terms

the

global

resolution

the

civil

and

criminal

investigations into

the Bank's

U.S. BSA/AML

program; the

impact of

the global

resolution of

the civil

and

criminal

investigations

into

the

Bank's

U.S.

BSA/AML

program

the

Bank's

businesses,

operations,

financial condition, and

reputation; the ability

of the Bank

to execute on

long-term strategies, shorter

-term

key

strategic

priorities,

including

the

successful

completion

acquisitions

and

dispositions

and

integration

acquisitions,

the

ability

the

Bank

achieve

its

financial

strategic

objectives

with

respect to its investments,

business retention plans, and

other strategic plans; the

risk of large declines

the

value

Bank's

Schwab

equity

investment

and

corresponding

impact

TD's

market

value;

technology and cyber security

risk (including cyber-attacks,

data security breaches or

technology failures)

the

Bank’s

technologies,

systems

and

networks,

those

the

Bank’s

customers

(including

their

own

devices), and third

parties providing services

to the Bank;

data risk; model

risk; fraud activity;

insider risk;

conduct

risk;

the

failure

third

parties

comply

with

their

obligations

the

Bank

its

affiliates,

including

relating

the

care

and

control

information,

and

other

risks

arising

from

the

Bank’s

use

third-parties;

the

impact

new

and

changes

to,

application

of,

current

laws,

rules

and

regulations,

including

without

limitation

consumer

protection

laws

and

regulations,

tax

laws,

capital

guidelines

and

liquidity

regulatory

guidance;

increased

competition

from

incumbents

and

new

entrants

(including

Fintechs

and

big

technology

competitors);

shifts

consumer

attitudes

and

disruptive

technology;

environmental and

social risk

(including climate-related

risk); exposure

related to

litigation and

regulatory

matters; ability

of the

Bank to

attract, develop,

and retain

key talent;

changes in

foreign exchange

rates,

interest rates, credit

spreads and equity

prices; downgrade,

suspension or withdrawal

of ratings assigned

by any rating

agency,

the value and

market price of

the Bank's common

shares and other

securities may

be impacted by market conditions and other

factors; the interconnectivity of Financial Institutions

including

existing

and

potential

international

debt

crises;

increased

funding

costs

and

market

volatility

due

market

illiquidity

and

competition

for

funding;

critical

accounting

estimates

and

changes

accounting

standards,

policies,

and

methods

used

the

Bank;

and

the

occurrence

natural

and

unnatural

catastrophic events and claims resulting from such events.

The

Bank

cautions

that

the

preceding

list

not

exhaustive

all

possible

risk

factors

and

other

factors

could

also

adversely

affect

the

Bank’s

results.

For

detailed

information,

please

refer

the

“Risk

Factors and Management”

section of the

2024 MD&A,

as may be

updated in subsequently

filed quarterly

reports

shareholders

and

news

releases

(as

applicable)

any

events

transactions

discussed under

the heading

“Significant Events”

or "Significant

and Subsequent

Events" in

the relevant

MD&A, which applicable releases may be found on www.td.com.

All

such

factors,

well

other

uncertainties

and

potential

events,

and

the

inherent

uncertainty

forward-looking

statements,

should

considered

carefully

when

making

decisions

with

respect

the

Bank. The

Bank cautions

readers not

to place

undue reliance

on the

Bank’s forward

-looking statements.

Material economic assumptions underlying the forward

-looking statements contained in this document

are

set out in the 2024 MD&A under the heading

“Economic Summary and Outlook”, under the

headings “Key

Priorities for

2025”

and

“Operating

Environment

and

Outlook”

and "Significant

Events"

for the

Canadian

Personal

and

Commercial

Banking,

U.S.

Retail,

Wealth

Management

and

Insurance,

and

Wholesale

Banking

segments,

and

under

the

heading

“2024

Accomplishments

and

Focus

for

2025”

for

the

Corporate segment, each as may be updated in subsequently

filed quarterly reports to shareholders.

Any forward-looking

statements

contained

in this

document represent

the views

of management

only as

of the date hereof and

are presented for the

purpose of assisting the

Bank’s shareholders

and analysts in

understanding

the

Bank’s

financial

position,

objectives

and

priorities

and

anticipated

financial

performance

and

for

the

periods

ended

the

dates

presented,

and

may

not

appropriate

for

other purposes. The

Bank does not

undertake to update

any forward-looking

statements, whether

written

oral,

that

may

made

from

time

its

behalf,

except

required

under

applicable

securities legislation.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Toronto

-Dominion

Bank

and its

subsidiaries

are collectively

known as

Bank

Group ("TD"

or the

"Bank"). The

Toronto

-Dominion Bank,

a Schedule

1 chartered

bank subject

to the

provisions of

the

Bank

Act

(Canada) (the

“Bank Act”),

was formed

on February

1, 1955

through the

amalgamation

of The

Bank

Toronto

(chartered

1855)

and

The

Dominion

Bank

(chartered

1869).

The

Bank’s

head

office

located at Toronto

-Dominion Centre, P.O.

Box 1, King Street West

and Bay Street, Toronto,

Ontario, M5K

1A2.

Intercorporate Relationships

Information

about

the

intercorporate

relationships

among

the

Bank

and

its

principal

subsidiaries

provided in Appendix “A” to this AIF.

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

October

2020,

The

Charles

Schwab

Corporation

("Schwab")

completed

its

acquisition

Ameritrade

Holding

Corporation

("TD

Ameritrade"),

which

the

Bank

was

major

shareholder

(the

"Schwab

transaction").

Upon

closing,

the

Bank

exchanged

its

approximate

43%

ownership

Ameritrade

for

approximate

13.5%

stake

Schwab,

consisting

9.9%

voting

common

and

the

remainder

non-voting

common

shares,

convertible

into

voting

common

upon

transfer

third party.

On August

1, 2022,

the Bank

sold 28.4

million non-voting

common shares

of Schwab,

which

reduced the Bank’s

ownership interest in Schwab

to approximately 12.0%.

On August 21, 2024,

the Bank

sold

40,500,000

voting

common

Schwab,

which

reduced

the

Bank's

ownership

interest

Schwab to approximately 10.1%.

addition,

November

25,

2019,

the

Bank

and

Schwab

entered

into

insured

deposit

account

agreement

(the

"2019

Schwab

IDA

Agreement"),

which

became

effective

upon

closing

the

Schwab

transaction

and

had

initial

expiration

date

July

2031.

May

2023,

the

Bank

and

Schwab

entered

into

amended

insured

deposit

account

agreement,

which

replaces

the

2019

Schwab

IDA

Agreement and extends the initial expiration date by

three years to July 1, 2034.

February

28,

2022,

the

Bank

and

First

Horizon

Corporation

("First

Horizon")

announced

definitive

agreement

(the

"Merger

Agreement")

for

the

Bank

acquire

First

Horizon.

May

2023,

the

Bank

and

First

Horizon

announced

their

mutual

decision

terminate

the

Merger

Agreement

and

the

Bank

made a $306 million (US$225 million) cash payment to First

Horizon in connection with such termination.

On March 1, 2023, the

Bank completed its acquisition

of Cowen Inc. ("Cowen"),

advancing the Wholesale

Banking

segment’s

long-term

growth

strategy

the

U.S.

and

adding

complementary

products

and

services to the Bank’s existing businesses.

On October

10,

2024, following

active

cooperation

and

engagement

with

authorities

and

regulators,

the

Bank

reached

resolution

with

respect

previously

disclosed

investigations

its

U.S.

Bank

Secrecy Act ("BSA")

and Anti-Money

Laundering ("AML")

compliance programs.

The Bank and

certain of

its U.S.

subsidiaries

consented to

orders with

the Office

of the

Comptroller of

the Currency

("OCC"), the

Federal

Reserve

Board

("FRB"),

and

the

Financial

Crimes

Enforcement

Network

(FinCEN)

and

entered

into plea

agreements

with

the Department

Justice

("DOJ"),

Criminal

Division,

Money

Laundering

and

Asset

Recovery

Section

and

the

United

States

Attorney’s

Office

for

the

District

New

Jersey

(collectively,

the

"Global

Resolution").

Details

the

Global

Resolution

include:

(i)

total

payment

US$3.088

billion

(C$4.233

billion),

all

which

was

provisioned

during

the

2024

fiscal

year;

(ii)

Bank,

N.A. ("TDBNA")

pleading guilty

to one

count of

conspiring to

fail to

maintain an

adequate AML

program,

fail

file

accurate

currency

transaction

reports

("CTRs")

and

launder

money

and

Bank

Holding

Company ("TDBUSH")

pleading guilty

to two counts

of failing to

maintain an adequate

AML program and

failing to

file accurate

CTRs;

(iii) requirements

to remediate

the Bank’s

U.S. BSA/AML

program,

broadly

aligned

its

existing

remediation

program,

which

requirements

the

Bank

has

begun

address;

(iv)

requirement to prioritize the funding and staffing

of the remediation, which includes Board

certifications for

dividend distributions

from certain

of the

Bank's U.S.

subsidiaries to

the Bank;

(v) formal

oversight of

the

U.S. BSA/AML remediation

through an independent compliance

monitorship; (vi) a

prohibition against the

average combined

total assets

of TD’s

two U.S. banking

subsidiaries (TD

Bank, N.A.

and TD

Bank USA,

N.A.) (collectively,

the “U.S.

Bank”) exceeding

US$434 billion

(representing the

combined total

assets of

the

U.S.

Bank

September

30,

2024),

and

the

U.S.

Bank

does

not

achieve

compliance

with

all

actionable articles

in the

OCC consent

orders (and

for each

successive year

that the

U.S. Bank

remains

non-compliant), the

OCC may

require the

U.S. Bank

to further

reduce total

consolidated assets

by up

7%;

(vii)

the

U.S.

Bank

being

subject

OCC

supervisory

approval

processes

for

any

additions

new

bank products,

services, markets,

and stores

prior to

the OCC's

acceptance of

the U.S.

Bank's improved

AML policies

and

procedures,

ensure

the

AML

risk

new

initiatives

appropriately

considered

and

mitigated;

(viii)

requirements

for

the

Bank

and

Group

U.S.

Holdings,

LLC

retain

third

party

assess

the effectiveness

the corporate

governance

and U.S.

management

structure

and

composition

adequately

oversee

U.S.

operations;

and

(ix)

requirements

comply

with

the

terms

the

plea

agreements with the DOJ

during a five-year term

of probation (which could

be extended as a

result of the

Bank failing to complete the

compliance undertakings, failing to

cooperate or to report alleged

misconduct

required,

committing

additional

crimes);

(x)

ongoing

obligation

cooperate

with

DOJ

investigations; and

(xi) an

ongoing obligation

to report

evidence or

allegations of

violations by

the Bank,

its

affiliates,

their

employees

that

may

violation

U.S.

federal

law.

The

Bank

focused

remediating

its

U.S.

BSA/AML

program

meet

the

requirements

the

Global

Resolution.

Additional

information

about

the

Global

Resolution

can

found

under

"Significant

Events

–

Global

Resolution

the Investigations

into the

Bank's U.S.

BSA/AML Program"

on pages

4 to

9 of

the 2024

MD&A, which

incorporated by reference.

DESCRIPTION OF THE BUSINESS

The Toronto

-Dominion

Bank

and its

subsidiaries

are collectively

known as

Bank

Group

("TD"

or the

"Bank"). TD

is the

sixth largest

bank in

North America

by assets

and serves

over 27.9

million customers

in four key businesses

operating in a number

of locations in

financial centres around

the globe: Canadian

Personal

and

Commercial

Banking,

including

Canada

Trust

and

Auto

Finance

Canada;

U.S.

Retail, including

TD Bank,

America's Most

Convenient Bank®,

TD Auto

Finance U.S.,

TD Wealth

(U.S.),

and

investment

The

Charles

Schwab

Corporation;

Wealth

Management

and

Insurance,

including

Wealth

(Canada),

Direct

Investing,

and

Insurance;

and

Wholesale

Banking,

including

Securities and

TD Cowen.

TD also

ranks

among the

world's leading

online financial

services

firms, with

more than

17 million

active online

and mobile

customers. TD

had $2.06

trillion in

assets on

October 31,

2024.

The

Toronto

-Dominion

Bank

trades

under

the

symbol

"TD"

the

Toronto

and

New

York

Stock

Exchanges.

Descriptions of

TD’s

significant business

segments and

related information

are provided

on pages

14 to

15 and 21 to 39 of the 2024 MD&A, which are incorporated

by reference.

Investment in The Charles Schwab Corporation

See

"General

Development

the

Business"

above

for

additional

information

regarding

the

Bank's

ownership in Schwab.

Bank

owned

approximate

10.1%

stake

Schwab

October

31,

2024

consisting

approximately

7.5%

voting

common

and

the

remainder

non-voting

common

Schwab.

Schwab is a

leading provider

of financial services.

Through its subsidiaries,

Schwab provides

a full range

wealth

management,

securities

brokerage,

banking,

asset

management,

custody,

and

financial

advisory services to

individual investors and

independent investment

advisors. Schwab is

a U.S. publicly-

traded company and its common stock is listed on The New

York Stock

Exchange.

The

Bank

and

Schwab

are

party

stockholder

agreement

(the

"Stockholder

Agreement"),

which

became effective

upon closing

of the

Schwab transaction.

Under the

Stockholder

Agreement: (i)

subject

to meeting

certain

conditions,

the

Bank has

two seats

on Schwab's

Board of

Directors,

which seats

are

currently held

by Mr.

Bharat Masrani

and Mr.

Brian Levitt,

(ii) the

TD Bank

Group is

not permitted

to own

than

9.9%

voting

common

Schwab,

and

(iii)

the

Bank

subject

customary

standstill

restrictions and, subject to certain exceptions, transfer

restrictions.

Average Number of Employees

TD had an average of 101,759 full-time equivalent employees

for fiscal 2024.

Social and Environmental Policies

The

Bank

publishes

Sustainability

Report

outlining

the

Bank's

social

and

environmental

policies

and

strategies.

This

report

and

other

information

available

the

Bank's

website.

Additional

information

about

the

Bank's

social

and

environmental

policies

can

found

under

"Environmental

and

Social Risk” on pages 102 to 104 of the 2024 MD&A, which

is incorporated by reference.

Risk Factors

The

Bank

considers

critical

regularly

assess

its

operating

environment

and

highlight

top

and

emerging

risks,

which

are

risks

with

potential

have

material

effect

the

Bank

and

where

the

attention

senior

leaders

focused

due

the

potential

magnitude

immediacy

their

impact.

explanation

the

types

risks

facing

the

Bank

and

its

businesses

and

the

ways

which

the

Bank

manages them

can be

found under

the heading

“Risk Factors

and Management”

on pages

61 to

104 of

the 2024 MD&A, which is incorporated by reference.

DIVIDENDS

Dividends per Share for the Bank (October 31

year-end)

Type of Shares

2024

2023

2022

Common Shares

4.08

3.84

$3.56

Class A First Preferred Shares (Non-Viability

Contingent Capital)

Series 1

$1.24

$0.92

Series 3

$0.92

Series 5

$0.97

Series 7

$0.80

Series 9

$0.81

Series 16

$1.58

$1.13

Series 18

$1.44

$1.31

$1.18

Series 20

$1.19

Series 22

$1.30

Series 24

$1.28

Series 26

Series 27

$57.50

$32.85

Series 28

$72.32

$19.42

Series 29

Series 30

Series 31

Notes:

Except as noted, dividends are payable quarterly on last day of January, April, July and October in each year, in an amount

per

annum

determined

multiplying

the

Annual

Fixed

Dividend

Rate

(as

defined

within

each

Prospectus

Supplement) applicable to such Subsequent Fixed

Rate Period by $25.00.

On October

16, 2024,

the Bank

announced that

none of

its 20

million Non-Cumulative

5-Year

Rate Reset

Class A

First

Preferred Shares, Series 1 (Non-Viability Contingent Capital

(NVCC)) (the "Series 1 Shares") will be

converted on October

31, 2024

into Non-Cumulative

Floating Rate

Class A

First Preferred

Shares, Series

2 (NVCC)

(the "Series

2 Shares")

TD. As had been previously announced on October 1, 2024, the dividend

rate for the Series 1 Shares for the 5-year period

from

and including

October 31,

2024 to

but excluding

October 31,

2029, if

declared, is

payable at

per

annum rate

4.97%.

On July

31, 2024,

the Bank

redeemed all

of its

20,000,000 outstanding

Non-Cumulative Class

A First

Preferred Shares,

Series 3 (NVCC).

On April

18, 2023,

the Bank

announced that

none of

its 14

million Non-Cumulative

5-Year

Rate Reset

Preferred Shares

NVCC, Series 18 (“Series

18 Shares”) would be

converted on April 30,

2023 into Non-Cumulative Floating

Rate Preferred

NVCC,

Series

19.

had

been

previously

announced

March

31,

2023,

the

dividend

rate

for

the

Series

Shares for the

5-year period from

and including April

30, 2023 to

but excluding April

30, 2028, if

declared, is payable

at a

per annum rate of 5.747%.

October

31,

2023,

the

Bank

redeemed

all

its

16,000,000

outstanding

Non-Cumulative

Class

First

Preferred

Shares, Series 20 (NVCC).

On April

30, 2024,

the Bank

redeemed all

of its

14,000,000 outstanding Non-Cumulative

Class A

First Preferred

Shares,

Series 22 (NVCC).

On July

31, 2024,

the Bank

redeemed all

of its

18,000,000 outstanding

Non-Cumulative Class

A First

Preferred Shares,

Series 24 (NVCC)

The

Class

First

Preferred

Shares,

Series

(NVCC)

(the

"Series

Shares")

were

issued

July

29,

2021

the

Limited Recourse Trust,

in connection with

the issuance of

limited recourse capital

notes. Until revoked, the

trustee of the

Limited Recourse Trust has

waived its right to receive any

and all dividends on the

Series 26 Shares.

Until such waiver is

revoked by

the trustee

of the

Limited Recourse Trust,

no dividends are

expected to

be declared or

paid on the

Series 26

Shares.

Dividends

are

payable

semi-annually

April

and

October

each

year,

amount

per

annum

determined by

multiplying the

Annual Fixed

Dividend Rate

(as defined

within the

Prospectus Supplement)

applicable to

such Subsequent Fixed Rate Period by $1,000.00.

The Class A

First Preferred Shares, Series

29 (NVCC) (the

"Series 29 Shares")

were issued on

September 14, 2022

to a

Limited Recourse Trust,

in connection with

the issuance of

limited recourse capital

notes. Until revoked, the

trustee of the

Limited Recourse Trust

has waived its

right to receive any

and all dividends on

the Series 29

Shares. Until such waiver

revoked by

the trustee

of the

Limited Recourse Trust,

no dividends are

expected to

be declared or

paid on the

Series 29

Shares.

The Class

A First

Preferred Shares,

Series

30 (NVCC)

(the "Series

30 Shares")

were issued

on October

17, 2022

to a

Limited Recourse Trust,

in connection with

the issuance of

limited recourse capital

notes. Until revoked, the

trustee of the

Limited Recourse Trust has

waived its right to receive any

and all dividends on the

Series 30 Shares.

Until such waiver is

revoked by

the trustee

of the

Limited Recourse Trust,

no dividends are

expected to

be declared or

paid on the

Series 30

Shares.

The Class A First Preferred Shares, Series 31 (NVCC) (the "Series 31 Shares") were issued on June 28, 2024 to a

Limited

Recourse Trust (defined below), in connection with the issuance of limited recourse capital notes. Until revoked, the trustee

of the

Limited Recourse

Trust has

waived its

right to

receive any

and all

dividends on

the Series

31 Shares.

Until such

waiver is

revoked by

the trustee

of the

Limited Recourse

Trust, no

dividends are

expected to

be declared

or paid

on the

Series 31 Shares.

Dividend Restrictions

The

Bank

prohibited

the

Bank

Act

from

declaring

dividends

its

preferred

common

there are reasonable

grounds for

believing that the

Bank is,

or the payment

would cause

the Bank to

be,

in contravention of

the capital adequacy

and liquidity regulations

of the Bank

Act or directions

of OSFI. In

addition,

the

ability

pay

dividends

common

without

the

approval

the

holders

the

outstanding

preferred

restricted

unless

all

dividends

the

preferred

have

been

declared and paid or set apart for payment.

CAPITAL STRUCTURE

The

following

summarizes

certain

provisions

the

Bank's

common

shares,

preferred

and

other

capital

instruments

qualifying

Additional

Tier

Capital

("AT1")

under

OSFI's

Capital

Adequacy

Requirements

guideline,

including

limited

recourse

capital

notes

and

perpetual

notes.

This

summary

qualified in

its entirety

by the

Bank’s by-laws

and the

actual terms

and conditions

of such

securities. For

information

the

Bank's

capital

structure,

see

pages

the

2024

MD&A

and

Notes

and

the

2024

Annual

Financial

Statements.

The

Bank

incorporates

those

pages

and

Notes

reference.

accordance

with

capital

adequacy

requirements

adopted

the

Office

the

Superintendent

Financial Institutions (Canada) ("OSFI"),

in order to qualify as

Tier 1 or Tier

2 Capital under Basel III,

non-

common

capital

instruments

issued

the

Bank

after

January

2013,

including

Preferred

(as

defined

below)

and

Perpetual

Notes

(defined

below),

must

include

non-viability

contingent

capital

feature (the "NVCC

Provisions"), under which

they could be

converted into a

variable number of

common

shares of the Bank upon

the occurrence of a

Trigger Event.

A Trigger Event

is currently defined in

OSFI's

Capital

Adequacy

Requirements

Guideline

event

where

OSFI

determines

that

the

Bank

is,

about

become,

non-viable

and

that

after

conversion

all

non-common

capital

instruments

and

consideration

any

other

relevant

factors

circumstances,

the

viability

the

Bank

expected

restored, or

if the

Bank has

accepted or

agreed to

accept a

capital injection

or equivalent

support from

federal or provincial government of Canada without

which the Bank would have been determined

by OSFI

to be non-viable.

Common Shares

The

authorized

common

capital

the

Bank

consists

unlimited

number

common

without nominal or par value.

Voting Rights

Subject

the

restrictions

set

out

under

“Constraints”

below,

holders

common

are

entitled

vote at all meetings

of the shareholders

of the Bank, except

meetings at which only

holders of a specified

class or series of shares are entitled to vote.

Dividend Rights

The

holders

common

are

entitled

receive

dividends

and

when

declared

the

Board,

subject to the preference of the holders of the Preferred Shares

of the Bank.

Rights on Liquidation

After payment to the

holders of the Preferred

Shares of the Bank

of the amount or

amounts to which

they

may be entitled,

and after payment

of all outstanding

debts, the holders

of common shares

are entitled to

receive the remaining property of the Bank upon the liquidation,

dissolution or winding-up thereof.

Preferred Shares

The

Bank

authorized

issue

unlimited

number

Class

First

Preferred

(the

"Preferred

Shares"), without nominal or par value.

The

Preferred

the

Bank

may

issued

from

time

time,

one

series,

with

such

rights, privileges, restrictions and conditions as the Board

may determine.

Priority

The Preferred

Shares of each

series rank on

a parity

with every other

series of

Preferred Shares,

and all

Preferred Shares

rank prior

to the

common shares

and to

any other

shares of

the Bank

ranking junior

the Preferred

Shares with

respect to

the payment

of dividends

and the

distribution of

assets in

the event

of the liquidation, dissolution or winding-up

of the Bank, provided that a Trigger

Event has not occurred as

contemplated

under

the

NVCC

Provisions

applicable

series

Preferred

Shares.

the

event

Trigger

Event

occurring

under

the

NVCC

Provisions,

the

existing

priority

the

Preferred

the

affected series

will not

be relevant

as all

Preferred Shares

of such

series will

be converted

into common

shares of the Bank and, upon conversion, will rank on a parity

with all other common shares of the Bank.

Voting Rights

There are no voting

rights attached to

the Preferred Shares

except to the extent

provided in any series

the

Bank

Act

The

Bank

may

not,

without

the

prior

approval

the

holders

the

Preferred

Shares,

create

issue

(i)

any

ranking

priority

parity

with

the

Preferred

Shares,

(ii)

any

additional

series

Preferred

Shares,

unless

the

date

such

creation

issuance

all

cumulative

dividends

and

any

declared

and

unpaid

non-cumulative

dividends

have

been

paid

set

apart

for

payment in respect of each series of Preferred Shares

then issued and outstanding.

Approval of

amendments to

the provisions

of the

Preferred Shares

as a

class may

be given

in writing

the holders

of all

the outstanding

Preferred Shares

or by

a resolution

carried by

an affirmative

vote of

least two-thirds

of the

votes cast

at a

meeting at

which the

holders of

a majority

of the

then outstanding

Preferred Shares

are present

or represented

by proxy

or,

if no

quorum is

present at

such meeting,

at an

adjourned

meeting

which

the

shareholders

then

present

represented

proxy

may

transact

the

business for which the meeting was originally called.

Rights on Liquidation

In the event of the liquidation, dissoluti

on or winding-up of the Bank, provided

that a Trigger Event

has not

occurred as

contemplated under

the NVCC

Provisions applicable

to a

series of

Preferred Shares,

before

any amounts are

paid to or

any assets distributed

among the holders

of the common

shares or

shares of

any other

class of

the Bank

ranking junior

to the

Preferred

Shares, the

holder of

a Preferred

Share of

series will

be entitled

to receive,

to the

extent provided

for with

respect to

such

Preferred Shares

by the

conditions attaching to such series:

(i) an amount equal to

the amount paid up thereon;

(ii) such premium,

if any,

as has

been provided

for with

respect

to the

Preferred

Shares of

such

series;

and

(iii)

all unpaid

cumulative

dividends,

any,

such

Preferred

and,

the

case

non-cumulative

Preferred

Shares, all

declared and

unpaid non-cumulative

dividends. After

payment to

the holders

of the

Preferred

Shares of

the amounts

so payable

to them,

they will

not be

entitled to

share in

any further

distribution of

the property or assets of the Bank.

Limited Recourse Capital Notes

The

Bank

has

issued

limited

recourse

capital

notes

(“LRCNs”)

with

recourse

limited

assets

held

trust

consolidated

the

Bank

(the

“Limited

Recourse

Trust”).

The

Limited

Recourse

Trust’s

assets

consist of Class A First Preferred

Shares of the Bank, each series

of which is issued concurrently

with the

applicable series

of LRCNs (the

“LRCN Preferred

Shares”). In the

event of (i)

non-payment of

interest on

LRCNs

following

any

interest

payment

date,

(ii)

non-payment

the

redemption

price

case

redemption of

the LRCNs,

(iii) non-payment

of principal

plus accrued

and unpaid

interest at

the maturity

of the

LRCNs, (iv)

an event

of default

on the

LRCNs, or

(v) a

Trigger Event,

the recourse

of each

LRCN

holder will be limited to that holder’s pro rata share of the Limited Recourse

Trust’s assets.

Voting Rights

The holders

of LRCNs

are not

entitled to

any voting

rights, nor

are they

entitled to

receive notice

of or

attend any meeting of the shareholders of the Bank.

Rights on Liquidation

The LRCNs,

by virtue

of the

recourse to

the LRCN

Preferred Shares,

include standard

NVCC Provisions

necessary for

them to

qualify as

Additional Tier

1 Capital

under OSFI’s

Capital

Adequacy Requirements

guideline. NVCC

Provisions

require the

conversion

of the

instrument

into a

variable number

of common

shares upon the occurrence

of a Trigger

Event. In such an event,

each LRCN Preferred Share

held in the

Limited

Recourse

Trust

will

automatically

and

immediately

converted

into

variable

number

common

which

will

delivered

LRCN

holders

satisfaction

the

principal

amount

of,

and

accrued

and

unpaid

interest

on,

the

LRCNs.

The

number

common

issued

will

determined

based on the

conversion formula

set out in

the terms

of the respective

series of

LRCN Preferred

Shares.

The LRCNs are

compound instruments

with both equity

and liability features

as payments

of interest and

principal

in cash

are made

at the

Bank’s

discretion.

Non-payment

interest

and principal

in cash

does

not constitute an event of default but will trigger the delivery

of each LRCN Preferred Shares.

Perpetual Notes

The Bank has issued subordinated notes ("Perpetual

Notes") that are issued without a scheduled

maturity

redemption

date.

Interest

the

Perpetual

Notes

due

and

payable

only

not

cancelled.

The

Bank has

the sole

and absolute

discretion to

cancel interest.

Such cancelled

interest cannot

be claimed

against

the

Bank,

will

not

constitute

event

default

and

holders

have

rights

receive

any

additional

interest

compensation

result

such

cancellation.

the

event

non-payment

interest in full following such

payment date, the Bank will not

(a) declare dividends on the common

or preferred shares

or (b) subject

to certain exceptions,

redeem any common

shares or preferred

shares,

in each case until the Bank pays interest in full on the Perpetual

Notes.

Voting Rights

The holders of

Perpetual Notes are

not entitled to any

voting rights, nor

are they entitled

to receive notice

of or to attend any meeting of the shareholders of the

Bank.

Rights on Liquidation

The Perpetual Notes include standard NVCC

Provisions necessary for them to qualify

as Additional Tier 1

Capital under OSFI’s Capital

Adequacy Requirements guideline.

NVCC Provisions require the

conversion

of the

instrument

into a

variable

number

common

upon the

occurrence

a Trigger

Event.

such

event,

each

Perpetual

Note

will

automatically

and

immediately

converted

into

variable

number

common

which

will

delivered

Perpetual

Note

holders

satisfaction

the

principal

amount

of,

and

accrued

and

unpaid

interest

on,

the

Perpetual

Notes.

The

number

common

shares issued

will be

determined based

on the

conversion formula

set out

in the

terms of

the respective

series

of Perpetual

Notes.

The Perpetual

Notes

are compound

instruments

with

both equity

and liability

features as payments

of interest and

principal in cash

are made at the

Bank’s discretion. Non-payment

interest and

principal

does not

constitute

an event

default but

the

Bank’s

failure to

pay interest

in full

when due will

impact the Bank’s

ability to pay

dividends on, or

redeem, its common

shares and preferred

shares, as described under “Perpetual Notes” above.

Constraints

There are no

constraints imposed

on the ownership

of securities of

a bank, including

the Bank, to

ensure

that a

bank has

a required

level of

Canadian ownership.

However,

the Bank

Act contains

restrictions on

the issue,

transfer,

acquisition, beneficial

ownership and

voting of

all shares

of a

bank. For

example, no

person can

be a

major shareholder

of a

bank if

the bank

has equity

of $12

billion or

more. A

person is

major shareholder of a bank where:

(i)

the aggregate

of the

of any

class of

voting

beneficially

owned

by that

person,

entities controlled by

that person and

by any person

associated or acting

jointly or in

concert with

that person is more than 20% of the outstanding shares

of that class of voting shares; or

(ii)

the aggregate

of the shares

of any class

of non-voting

shares beneficially

owned by

that person,

by entities

controlled by

that person

and by

any person

associated or

acting jointly

or in

concert

with that person is more than 30% of the outstanding

shares of that class of non-voting shares.

No person can

have a significant

interest in any

class of shares

of a bank,

including the Bank,

unless the

person first receives the approval of the Minister of Finance

(Canada).

For purposes of the

Bank Act, a

person has a significant

interest in a class

of shares of a

bank where the

aggregate

any

the

class

beneficially

owned

that

person,

entities

controlled

that

person and by any person

associated or acting jointly

or in concert with that

person exceeds 10% of

all of

the outstanding shares of that class of shares of such

bank.

The

Bank

Act

also

prohibits

the

registration

transfer

issue

any

bank

to,

and

the

exercise

person

proxy

any

voting

rights

attached

any

bank

that

beneficially

owned by,

Her Majesty in right of Canada

or of a province or any agent

or agency of Her Majesty

in either

of those rights,

or to the

government of a

foreign country or

any political subdivision

thereof, or any

agent

agency

foreign

government.

Despite

this

restriction,

the

Minister

Finance

Canada

may

approve the issue

of shares of a

bank, including the

Bank, to an agent

that is an

“eligible agent”, which

defined as an agent or agency

of Her Majesty in right of Canada or

of a province or an agent or

agency of

a government

of a

foreign

country or

any political

subdivision of

a foreign

country:

(i) whose

mandate is

publicly

available;

(ii)

that

controls

the

assets

investment

fund

manner

intended

maximize

long-term risk-adjusted returns

and Her Majesty in right

of Canada or of a

province or an agent

or agency

government

foreign

country

any

political

subdivision

foreign

country

contributes

the

fund or the fund is established to provide

compensation, hospitalization, medical care, annuities,

pensions

similar

benefits

natural

persons;

and

(iii)

whose

decisions

with

respect

the

assets

the

fund

referred

(ii)

are

not

influenced

any

significant

way

Her

Majesty

right

Canada

the

province

the

government

the

foreign

country

the

political

subdivision.

The

application

for

this

approval would be made jointly by a bank, including the

Bank, and the eligible agent.

Ratings

Credit ratings

are important

to the

Bank’s borrowing

costs and

ability to

raise funds.

Rating downgrades

could

potentially

result

higher

financing

costs

and

increased

collateral

pledging

requirements

for

the

Bank

and

reduced

access

capital

markets.

Rating

downgrades

may

also

affect

the

Bank’s

ability

enter

into

normal

course

derivative

transactions.

The

Bank

regularly

reviews

the

level

increased

collateral

that

would

required

the

event

rating

downgrades

and

holds

liquid

assets

cover

additional

collateral

required

the

event

certain

downgrades

the

Bank's

senior

long-term

credit

ratings.

Additional

information

relating

credit

ratings

provided

under

the

heading

“Liquidity

Risk”

the “Managing

Risk” section

starting on

page 89

of the

2024 MD&A

and under

the heading

"Downgrade,

Suspension

Withdrawal

Ratings

Assigned

Any

Rating

Agency"

the

"Risk

Factors

and

Management" section on page 69 of the MD&A.

As at October 31, 2024, TD had the following solicited ratings from

the rating agencies listed below:

Rating

Rank*

Moody's Investor Service

Legacy Senior Debt

Aa3

4 of 21

Senior Debt

6 of 21

Short Term

Debt

P-1

1 of 4

Legacy Subordinated Debt (non-

NVCC)

7 of 21

Tier 2 Subordinated Debt (NVCC)

A3 (hyb)

7 of 21

AT1 Perpetual Debt –

NVCC

Baa2 (hyb)

9 of 21

Limited Recourse Capital Notes –

NVCC

Baa2 (hyb)

9 of 21

Preferred Shares – NVCC

Baa2 (hyb)

9 of 21

Outlook

Stable

Rating

Rank*

Standard & Poor's

Legacy Senior Debt

A+

5 of 22

Senior Debt

A-

7 of 22

Short Term

Debt

A-1

2 of 8

Legacy Subordinated Debt (non-

NVCC)

A-

7 of 22

Tier 2 Subordinated Debt (NVCC)

BBB+

8 of 22

AT1 Perpetual Debt –

NVCC

BBB-

10 of 22

Limited Recourse Capital Notes –

NVCC

BBB-

10 of 22

Preferred Shares – NVCC

BBB-

10 of 22

Outlook

Stable

Rating

Rank*

Fitch

Legacy Senior Debt

3 of 23

Senior Debt

AA-

4 of 23

Short Term

Debt

F1+

1 of 8

Legacy Subordinated Debt (non-

NVCC)

6 of 23

Tier 2 Subordinated Debt (NVCC)

6 of 23

AT1 Perpetual Debt –

NVCC

BBB+

8 of 23

Limited Recourse Capital Notes –

NVCC

BBB+

8 of 23

Preferred Shares – NVCC

BBB+

8 of 23

Outlook

Negative

Rating

Rank*

DBRS Morningstar

Legacy Senior Debt

AA (high)

2 of 23

Senior Debt

3 of 23

Short Term

Debt

R-1 (high)

1 of 11

Legacy Subordinated Debt (non-

NVCC)

AA (low)

4 of 23

Tier 2 Subordinated Debt (NVCC)

6 of 23

AT1 Perpetual Debt –

NVCC

–

Limited Recourse Capital Notes –

NVCC

A (low)

7 of 23

Preferred Shares – NVCC

Pfd-2 (high)

4 of 17

Outlook

Negative (Long

Term);

Stable (Short

Term)

Relative

rank of each rating within the rating agency's

overall classification system.

Notes

Includes: (a) Senior

debt issued prior

to September 23,

2018; and (b)

Senior debt issued

on or after

September 23, 2018

which is excluded from the bank recapitalization

"bail-in" regime.

Subject to conversion under the bank recapitalization

"bail-in" regime.

Credit ratings are not

recommendations to purchase,

sell or hold a

financial obligation in

as much as they

do not

comment

on market

price or

suitability for

a particular

investor.

Ratings are

subject to

revision or

withdrawal at

any time

by the

rating agency.

Credit ratings

and outlooks

provided by

the rating

agencies

reflect their

views

and are

subject to

change from

time to

time, based

on a

number

of factors,

including

the

Bank’s

financial

strength,

capital

adequacy,

competitive

position,

asset

quality,

business

mix,

corporate governance and

risk management, the level

and quality of our

earnings and liquidity,

as well as

factors not entirely within the Bank’s

control, including the methodologies

used by the rating agencies

and

conditions affecting the overall financial services

industry.

As is common

practice, the Bank

has made payments

in the ordinary

course to the

rating agencies

listed

above

connection

with

the

assignment

ratings

the

securities

the

Bank.

addition,

the

Bank

has made customary payments in respect

of certain other services provided

to the Bank by the applicable

rating agencies during the last two years.

A definition of the categories of each

rating as at October 31, 2024

has been obtained from the respective

rating agency’s

website and

is outlined

in Appendix

B, and

a more

detailed explanation

may be

obtained

from the applicable

rating agency.

We note

that the definition

of the ratings

categories for

the respective

rating agencies are provided

solely in order to

satisfy requirements of Canadian

law and do not

constitute

endorsement

the

Bank

the

ratings

The Toronto-Dominion Bank (TD) 40-F/A2024 FY Annual report (Canada) (amended)