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TD Capital Trust II (the "Trust")
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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. Capitalized terms not otherwise defined in this section have the meanings attributed to them in the prospectus related to the security. (For information filed with Canadian Securities Administrators go to the Sedar Website) On December 31, 2012, TD Capital Trust II redeemed all of its outstanding TD Capital Trust II Securities – Series 2012-1. Click here for: Press Release Authorized Public SecuritiesUnlimited number of TD Capital Trust II Securities - Series 2012-1 ("TD CaTS II") Outstanding Public Securities350,000 TD CaTS II RatingsMarket ListingsTD CaTS II are not listed on any stock exchange. CUSIP Number87807T AA 6 Transfer AgentCST Trust Company
Face ValueC$1,000 DescriptionEach TD CaTS II represents an undivided beneficial ownership interest in the assets of the Trust, principally comprised of one senior deposit note issued by the Bank. The TD CaTS II are non-voting with respect to the Trust except in certain limited circumstances. The Bank owns all of the voting securities of the Trust. DistributionHolders of TD CaTS II are entitled to receive a non-cumulative semi-annual distribution of C$33.96 per TD CaTS II on June 30 and December 31 in each year, unless the Bank fails to declare regular dividends on any series of the Bank's Class A Preferred Shares. The Bank has agreed for the benefit of holders of TD CaTS II that, in the event that the Trust fails to pay the distribution in full on the TD CaTS II on any distribution date, the Bank will not pay dividends of any kind on the Bank Class A Preferred Shares and Bank common shares until the twelfth month after the missed distribution date, unless the Trust first pays the unpaid distribution to holders of TD CaTS II. RedemptionOn December 31, 2007, and on any distribution date thereafter, the Trust may, with regulatory approval, at its option redeem the TD CaTS II in whole or in part for a cash amount equal to:
in each case plus any unpaid distributions on the TD CaTS II to the date of redemption. Upon the occurrence of an event whereby the Bank receives notice or advice from the regulator that the TD CaTS II no longer qualify as eligible Tier 1 capital of the Bank, the Trust may, with regulatory approval, at its option redeem all (but not less than all) of the TD CaTS II for an amount in cash per TD CaTS II equal to:
in each case plus any unpaid distributions on the TD CaTS II to the date of redemption. TD CaTS II will not be redeemable at the option of the holders. For a description of additional redemption rights, we refer you to the prospectus. ExchangeAt any time, each TD CaTS II may, at the option of the holder, be exchanged into 40 Non-cumulative Redeemable Class A First Preferred Shares, Series A2 ("Preferred Shares, Series A2") of the Bank, subject to the Bank's right to arrange for substituted purchasers of the TD CaTS II. The TD CaTS II will also be exchanged automatically for Non-cumulative Redeemable Class A First Preferred Shares, Series A3 ("Preferred Shares, Series A3") of the Bank upon certain events related to the solvency of the Bank. ConversionSemi-annually, on or after June 30, 2013, Preferred Shares, Series A2 may, at the option of the holder, be converted into the number of common shares ("Common Shares") of the Bank determined by dividing C$25.00 plus the declared and unpaid dividends on the Preferred Shares, Series A2 to the date of conversion by the greater of C$1.00 and 95% of the average trading price of Common Shares at that time. Tax TreatmentThis summary is subject to the limitation and qualifications set out under the heading "Canadian Federal Income Tax Considerations" in the prospectus and applies only to a holder of TD CaTS II resident in Canada who purchases the TD CaTS II at the time of their issuance and holds the TD CaTS II as capital property. This summary only discusses the Canadian federal income tax treatment of distributions payable on the TD CaTS II and prospective purchasers should refer to the prospectus for a discussion of certain other federal income tax consequences relevant to holders of TD CaTS II, including consequences relating to a disposition of the TD CaTS II (including on a termination of the Trust, a redemption of TD CaTS II by the Trust or an exchange of TD CaTS II for Preferred Shares, Series A2 or Preferred Shares, Series A3) and the holding of Preferred Shares, Series A2, Preferred Shares, Series A3 and Common Shares. A holder of TD CaTS II will be required to include in computing its income for a taxation year all net income, including net realized taxable capital gains, if any, paid or payable to it in that taxation year. All or substantially all of the amounts payable to holders of TD CaTS II are expected to be treated as income from a trust, rather than capital gains, for income tax purposes. This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular holder and no representation with respect to the income tax consequences to any particular holder is made. Prospective purchasers of TD CaTS II should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of TD CaTS II having regard to their own particular circumstances. Information as of December 31, 2012
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