Share Information

The information in this section is a summary only and is qualified in its entirety by and should be read in conjunction with the more detailed information appearing in the prospectus or similar document related to the security.

Authorized

An unlimited number of Class A First Preferred Shares, without par value, issuable in series

Outstanding

¹ On October 31, 2011, TD redeemed all of its 14 million outstanding Class A First Preferred Shares, Series M. Please click here: Press Release. For answers to some common questions, please click here: Redemption Q&A.

² On October 31, 2011, TD redeemed all of its 8 million outstanding Class A First Preferred Shares, Series N. Please click here: Press Release. For answers to some common questions, please click here: Redemption Q&A.

Ratings

Credit Ratings

Market Listings

TD preferred shares are listed on:

• The Toronto Stock Exchange

Transfer Agent

CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario
M5C 2W9

1-800-387-0825
416-643-5500

www.cibcmellon.com or inquiries@cibcmellon.com

Description

The Class A First Preferred Shares may be issued in one or more series. The Board of Directors determines by resolution the designation, rights, privileges, restrictions and conditions attaching to each series of preferred shares as well as the number to be issued. The terms determined by the Board of Directors include dividends and dividend payments, conversion features, redemption features, voting rights, retraction rights and transfer restrictions.

The Class A First Preferred Shares are entitled to preference over the common shares and any other shares the Bank may issue ranking junior to the Class A First Preferred Shares with respect to payment of dividends and distribution of assets of the Bank in the event of the liquidation, dissolution or winding-up of the Bank.

Holders of Class A First Preferred Shares have no voting rights except as provided by the Bank Act or by the terms of the series. For Holders of Class A First Preferred Shares who are residents of the United States, the Class A Preferred Shares shall be classified as equity for US federal income tax purposes.

Dividends

Subject to declaration by the Board of Directors, the dividend rates per preferred share are as follows:

¹For the period from June 11, 2008 to July 31, 2013.

²For the period from July 16, 2008 to October 31, 2013.

³For the period from September 12, 2008 to January 31, 2014.

⁴For the period from November 5, 2008 to January 31, 2014.

⁵For the period from January 14, 2009 to April 30, 2014.

⁶For the period from January 30, 2009 to April 30, 2014.

⁷For the period from March 6, 2009 to July 31, 2014

⁸For the period from April 3, 2009 to July 31, 2014.

Designation of Eligible Dividends

TD for the purposes of the Income Tax Act, Canada and any similar provincial legislation advises that all of its dividends paid in 2006 are eligible dividends and all dividends paid hereafter will be eligible dividends unless indicated otherwise.

Dividend Dates for Fiscal 2012

^{Subject to declaration by the Board of Directors:}

Dividend Restrictions

TD is prohibited by the Bank Act from declaring dividends on its preferred or common shares if there are reasonable grounds for believing that TD is, or the payment would cause TD to be, in contravention of the capital adequacy and liquidity regulations of the Bank Act or directions of the Superintendent of Financial Institutions Canada. TD does not anticipate that this condition will restrict it from paying dividends in the normal course of business.

TD is also restricted in the event that either TD Capital Trust II or TD Capital Trust III fails to pay semi-annual distributions in full to holders of TD Capital Trust II Securities - Series 2012-1 or TD Capital Trust III - Series 2008, respectively, or TD Capital Trust IV fails to pay semi-annual interest in full to holders of TD Capital Trust IV Notes. In addition, the ability to pay dividends on its common shares without the approval of the holders of the outstanding preferred shares is restricted unless all dividends on the preferred shares have been declared and paid or set apart for payment. Currently, these limitations do not restrict the payment of dividends on preferred or common shares. Since 1857, TD has not missed declaring or paying dividends on its preferred or common shares.

Redemption and Conversion

None of the outstanding preferred shares are redeemable at the option of the holder, although certain of the preferred shares series include a conversion right exercisable at the option of the holder.

Bank has certain rights to redeem the preferred shares as more fully described below. Redemptions of all preferred shares are subject to the provisions of the Bank Act and to the prior approval of the Superintendent of Financial Institutions (Canada).

1) In each case together with accrued and unpaid dividends to the date of redemption.

2) Determined by dividing the redemption price of the share together with accrued and unpaid dividends by the greater of C$2.00 and 95% of the average trading price of Bank common shares.

3) By giving at least 40 days of notice prior to the date of conversion to all holders who have given a conversion notice, the Bank may redeem or find substitute purchasers at the purchase price of C$25.00 cash per share together with accrued and unpaid dividends to the date of conversion.

4) By giving notice not earlier than the 30^th day prior to, but not later than the 15^th day preceding, a conversion date, a holder may convert all or any of their Series S Shares into Series T Shares of the Bank on the basis of one Series T Share for each Series S Share.

5) By giving notice not earlier than the 30^th day prior to, but not later than the 15^th day preceding, a conversion date, a holder may convert all or any of their Series Y Shares into Series Z Shares of the Bank on the basis of one Series Z Share for each Series Y Share.

6) By giving notice not earlier than the 30^th day prior to, but not later than the 15^th day preceding, a conversion date, a holder may convert all or any of their Series AA Shares into Series AB Shares of the Bank on the basis of one Series AB Share for each Series AA Share.

7) By giving notice not earlier than the 30^th day prior to, but not later than the 15^th day preceding, a conversion date, a holder may convert all or any of their Series AC Shares into Series AD Shares of the Bank on the basis of one Series AD Share for each Series AC Share.

8) By giving notice not earlier than the 30^th day prior to, but not later than the 15^th day preceding, a conversion date, a holder may convert all or any of their Series AE Shares into Series AF Shares of the Bank on the basis of one Series AF Share for each Series AE Share.

9) By giving notice not earlier than the 30^th day prior to, but not later than the 15^th day preceding, a conversion date, a holder may convert all or any of their Series AG Shares into Series AH Shares of the Bank on the basis of one Series AH Share for each Series AG Share.

10) By giving notice not earlier than the 30^th day prior to, but not later than the 15^th day preceding, a conversion date, a holder may convert all or any of their Series AI Shares into Series AJ Shares of the Bank on the basis of one Series AJ Share for each Series AI Share.

11) By giving notice not earlier than the 30^th day prior to, but not later than the 15^th day preceding, a conversion date, a holder may convert all or any of their Series AK Shares into Series AL Shares of the Bank on the basis of one Series AL Share for each Series AK Share.

12) On October 31, 2011, TD redeemed all of its 14 million outstanding Class A First Preferred Shares, Series M.

13) On October 31, 2011, TD redeemed all of its 8 million outstanding Class A First Preferred Shares, Series N.

Information as of December 1, 2011