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Corporate Overview

Frequently Asked Questions: Commerce Bank


General

  1. Where can I find historical information about Commerce Bank?
  2. Where can I find tax-related information for my Commerce Bank shares?
  3. What was the Commerce Bancorp, Inc. Acquisition?
  4. Is Commerce still traded on the New York Stock Exchange?
  5. Whom do I call if I have questions regarding the exchange of my Commerce shares?
  6. Whom do I contact for replacement Form 1099s or related questions regarding dividends paid by Commerce?
  7. Whom do I call regarding lost or missing certificates of Commerce common stock?
  8. Will I receive quarterly dividends declared by The Toronto-Dominion Bank on my new common shares of The Toronto-Dominion Bank?
  9. What services can the new transfer agent, BNY Mellon Shareowner Services, provide?
  10. What services can Commerce’s former transfer agent, Registrar and Transfer Company, provide?

Tax-Related and Other Historical Information

  1. Where can I find tax information relating to this transaction?*
  2. Where can I find Commerce’s acquisition history?*
  3. Where can I find information on Commerce’s dividend history, including stock splits?*
  4. Where can I find information on Commerce’s historical share prices?*

The Toronto-Dominion Bank (Ticker: TD)

  1. Whom do I call if I have questions regarding my common shares of The Toronto-Dominion Bank held in direct registration with the transfer agent, BNY Mellon Shareowner Services?
  2. How do I enroll in The Toronto-Dominion Bank's Dividend Reinvestment Plan?
  3. Does The Toronto-Dominion Bank have a share purchase plan?

General

  1. Where can I find historical information about Commerce Bank?

    Please refer to the Historical Acquisition Information page.

  1. Where can I find tax-related information for my Commerce Bank shares?

    Please refer to the Tax Matters page.

  1. What was the Commerce Bancorp, Inc. Acquisition?

    On March 31, 2008, The Toronto-Dominion Bank acquired Commerce Bancorp, Inc. (“Commerce”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) by and among The Toronto-Dominion Bank, Cardinal Merger Co. and Commerce dated as of October 2, 2007. In this transaction, Commerce shareholders had the right to receive 0.4142 common shares of The Toronto-Dominion Bank and $10.50 in cash, as well as cash for any fractional common shares of The Toronto-Dominion Bank, in exchange for each share of Commerce common stock held.

    For information on the transaction, please refer to the proxy statement/prospectus related to the merger dated January 4, 2008 (“Proxy”).†

  1. Is Commerce still traded on the New York Stock Exchange?

    On March 31, 2008, Commerce was acquired by The Toronto-Dominion Bank and, as a result, is no longer publicly traded. Prior to March 31, 2008, Commerce traded on the NYSE under the ticker CBH.

  1. Whom do I call if I have questions regarding the exchange of my Commerce shares?

    Questions regarding the exchange of Commerce shares should be directed to BNY Mellon Shareowner Services, 480 Washington Blvd, Jersey City, New Jersey 07310 or by calling 866-233-4836.

  1. Whom do I contact for replacement Form 1099s or related questions regarding dividends paid by Commerce?

    Please contact Commerce’s former transfer agent, Registrar and Transfer Company at 800-368-5948 for replacement Form 1099s issued prior to March 31, 2008 or for questions regarding historical dividends paid by Commerce (i.e. prior to March 31, 2008).

  1. Whom do I call regarding lost or missing certificates of Commerce common stock?

    Please contact BNY Mellon Shareowner Services at 866-233-4836 or complete the related section on the Letter of Transmittal you received in the mail.

    For more information, please see the Contact Us page.

  1. Will I receive quarterly dividends declared by The Toronto-Dominion Bank on my new common shares of The Toronto-Dominion Bank?

    Yes. However, please note dividends on the common shares of The Toronto-Dominion Bank with a record date after March 31, 2008 are not distributed to holders of unexchanged shares of Commerce. If you hold a certificate representing shares of Commerce stock, you will need to complete the Letter of Transmittal to exchange your certificates for the merger consideration, and receive any dividends paid on the common shares of The Toronto-Dominion Bank with a record date after March 31, 2008.

    For details, please refer to the provisions of the Merger Agreement concerning exchange of certificates for merger consideration at pp. A-4 to A-5 of the Proxy, particularly S.3.2(b) on p. A-5.

    For assistance with completing your Letter of Transmittal, please contact BNY Mellon Shareowner Services at 866-233-4836.

  1. What services can the new transfer agent, BNY Mellon Shareowner Services, provide?

    As our U.S. transfer agent for the common shares of The Toronto-Dominion Bank and the exchange agent for the Commerce merger, BNY Mellon Shareowner Services, can provide you with assistance related to the following:

    To contact BNY Mellon Shareowner Services, please call 866-233-4836, or visit their website at † www.bnymellon.com/shareowner/isd.

  1. What services can Commerce’s former transfer agent, Registrar and Transfer Company, provide?

    Commerce’s former transfer agent for Commerce shares, Registrar and Transfer Company, can provide you with assistance with the following matters relating to transactions done on your Commerce account prior to March 31, 2008:

    To contact Registrar and Transfer Company, please call 800-368-5948.



Tax-Related and Other Historical Information

  1. Where can I find tax information relating to this transaction?*

    For general information on the tax consequences of the transaction, please refer to the proxy statement/prospectus related to the merger dated January 4, 2008, including the discussion of the Material United States Federal Income Tax Consequences beginning on page 55 of the proxy statement/prospectus.†

    For additional information please refer to the Tax Matters page.

  1. Where can I find Commerce’s acquisition history?*

    Please see the Historical Acquisition Information page.

  1. Where can I find information on Commerce’s dividend history, including stock splits?*

    Please see the Historical Acquisition Information page.

  1. Where can I find information on Commerce’s historical share prices?*

    Please see the Historical Acquisition Information page.



The Toronto-Dominion Bank (Ticker: TD)

  1. Whom do I call if I have questions regarding my common shares of The Toronto-Dominion Bank held in direct registration with the transfer agent, BNY Mellon Shareowner Services?

    For questions regarding any common shares of The Toronto-Dominion Bank you may own, please contact The Toronto-Dominion Bank's transfer agent in the United States, BNY Mellon Shareowner Services, at 866-233-4836.

  1. How do I enroll in The Toronto-Dominion Bank's Dividend Reinvestment Plan?

    Currently BNY Mellon Shareowner Services is not an authorized agent for The Toronto-Dominion Bank's Dividend Reinvestment Plan. You can register in The Toronto-Dominion Bank's Dividend Reinvestment Plan by having your shares moved from direct registration with BNY Mellon Shareowner Services and into direct registration with CIBC Mellon Trust Company. CIBC Mellon Trust Company is The Toronto-Dominion Bank’s transfer agent in Canada. In order to effect this change please contact BNY Mellon Shareowner Services at 866-233-4836 or www.bnymellon.com/shareowner/isd.†

    Please see the Dividend Reinvestment Plan page for more information.

  1. Does The Toronto-Dominion Bank have a share purchase plan?

    The Toronto-Dominion Bank currently does not have a share purchase plan.


*We cannot give tax advice. Everyone's tax situation is different. You should consult your own tax advisor for specific tax advice. The above questions and answers have been provided to assist you in providing your tax advisor with information that will assist him or her in advising you. These materials were not intended or written to be used and cannot be used, for the purposes of avoiding tax-related penalties under federal, state or local law.

‡By clicking on this link you are leaving our website and entering a third-party website over which we have no control. Neither we nor our subsidiaries or affiliates, are responsible for the content of third party sites hyper-linked from this page, nor do we guarantee or endorse the information, recommendations, products or services offered on third party sites. Third party sites may have different Privacy and Security policies than us or our subsidiaries or affiliates. You should review the Privacy and Security policies of any third party website before you provide personal or confidential information.


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