TD.PR.E and TD.PR.G To Be Redeemed

The Toronto-Dominion Bank has announced:

that it will exercise its right to redeem all of its 12 million outstanding Non-cumulative 5-Year Rate Reset Preferred Shares, Series AE (the “Series AE Shares”) on April 30, 2014 at the price per share of $25.00, for an aggregate total of approximately $300 million.

TD also announced it will exercise its right to redeem all of its 15 million outstanding Non-cumulative 5-Year Rate Reset Preferred Shares, Series AG (the “Series AG Shares”) on April 30, 2014 at the price per share of $25.00, for an aggregate total of approximately $375 million.

On February 27, 2014, the Board of Directors of TD declared quarterly dividends of $0.390625 per Series AE Share and $0.390625 per Series AG Share. These will be the final dividends on the Series AE Shares and Series AG Shares, respectively, and will be paid in the usual manner on April 30, 2014 to shareholders of record on April 8, 2014, as previously announced. After April 30, 2014, the Series AE Shares and Series AG Shares will cease to be entitled to dividends and the holders of such shares will not be entitled to exercise any right in respect thereof except that of receiving the redemption amount.

Instructions with respect to receipt of the redemption amount will be set out in the Letter of Transmittal to be mailed to registered holders of the Series AE Shares and Series AG Shares shortly. Inquiries should be directed to our Registrar and Transfer Agent, CST Trust Company, at 1-800-387-0825 (or in Toronto 416-682-3860). Beneficial holders who are not directly the registered holder of these shares should contact the financial institution, broker or other intermediary through which they hold these shares to confirm how they will receive their redemption proceeds.

There should be no surprise at these redemptions. TD.PR.E is a FixedReset, 6.25%+437, which commenced trading 2009-1-14 and TD.PR.G is a FixedReset, 6.25%+438, which commenced trading 2009-1-30.

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