EXECUTION VERSION

Final Terms dated 20 September 2022

The Toronto-Dominion Bank

Legal Entity Identifier (LEI): PT3QB789TSUIDF371261

Issue of GBP 600,000,000 Floating Rate Notes due September 2023 under the U.S.$20,000,000,000 Programme for the issuance of Notes

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes, or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point

  1. of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Service and Markets Act 2000, as amended (the "FMSA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the manufacturer's target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus dated 30 June 2022 and the supplemental Prospectus dated 26 August 2022 which together constitute a base prospectus for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the UK Prospectus Regulation and must be read in conjunction with such Prospectus as so supplemented in order to obtain all relevant information. The Prospectus and the supplemental Prospectus are available for viewing at

https://www.td.com/investor-relations/ir-homepage/debt-information/bail-in-debt/index.jspand copies may be obtained from the registered office of the Issuer at TD Bank Tower, King Street West and Bay Street, Toronto, Ontario, M5K 1A2, Canada and at the offices of the Paying Agents, Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB and Citibank Europe plc, 1 North Wall Quay, Dublin 1 and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange athttp://www.londonstockexchange.com/exchange/news/market-news/market-news-home.htmlunder the name of the Issuer and the headline "Publication of Prospectus".

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1.

Issuer:

The Toronto-Dominion Bank

Branch of Account:

Toronto branch

2.

(a)

Series Number:

EMTN2022-3

(b)

Tranche Number:

1

(c)

Date on which the Notes will be

Not Applicable

consolidated and form a single

Series:

3.

Specified Currency or Currencies:

Pounds Sterling ("GBP")

4. Aggregate Nominal Amount:

(i)

Series:

GBP 600,000,000

(ii)

Tranche:

GBP 600,000,000

5.

Issue Price:

100.00 per cent. of the Aggregate

Nominal Amount

6.

(i)

Specified Denomination(s):

GBP 100,000 and integral multiples of

GBP 1,000 in excess thereof

(i)

Calculation Amount:

GBP 1,000

7.

(i)

Issue Date:

22 September 2022

(ii)

Trade Date:

15 September 2022

(iii)

Interest Commencement Date:

Issue Date

8.

Maturity Date:

Interest Payment Date falling in, or

nearest to, September 2023

9.

Interest Basis:

SONIA +0.35 per cent. Floating Rate.

See paragraph 18 below

10.

Redemption/Payment Basis:

Redemption at par

11.

Change of Interest Basis:

Not Applicable

12.

Put/Call Options:

Not Applicable

13.

(i)

Status of the Notes:

Senior Notes

(ii)

Date Board approval for issuance

Not Applicable

of Notes obtained:

3

14.

Bail-inable Notes:

No

15.

Method of distribution:

Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16. Fixed Rate Note Provisions

Not Applicable

17. Fixed Rate Reset Note Provisions

Not Applicable

18. Floating Rate Note Provisions

Applicable

(i)

Interest Payment Dates:

22 March, 22 June, 22 September and 22

December in each year up to and including the

Maturity Date, commencing 22 December 2022,

subject to adjustment in accordance with the

Business Day Convention set out in (ii) below

(ii)

Business Day Convention:

Modified Following Business Day Convention

(iii)

Business Centre(s):

London and Toronto

(iv)

Manner in which the Rate(s) of

Screen Rate Determination

Interest

is/are

to

be

determined:

(v)

Name and address of party

Not Applicable

responsible for calculating the

Rate(s) of Interest and Interest

Amount(s) (if not the Issue

Agent):

(vi)

Screen Rate Determination:

Applicable

-Reference

Rate/Reference

SONIA

Basis:

- Calculation Method:

Compounded Daily Rate

- Compounded Daily SONIA

Observation Lookback Convention

Observation Convention:

- Interest

Determination

The fifth London Business Day prior to the end

Date(s):

of each Interest Period

- Relevant Screen Page:

Reuters Screen SONIA Page

- SONIA Compounded Index:

Not Applicable

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- Relevant Number:

Not Applicable

- Principal Financial Centre:

Not Applicable

-

Observation

Lookback

Five London Business Days

Period:

- Observation Shift Period:

Not Applicable

(vii)

ISDA Determination:

Not Applicable

(viii)

Linear Interpolation:

Not Applicable

(ix)

Margin(s):

+0.35 per cent. per annum

(x)

Minimum Rate of Interest:

Not Applicable

(xi)

Maximum Rate of Interest:

Not Applicable

(xii)

Day Count Fraction:

Actual/365 (Fixed)

19.

Zero Coupon Note Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

20.

Issuer Call Option

Not Applicable

21.

Noteholder Put Option

Not Applicable

22.

TLAC Disqualification Event Call Option

Not Applicable

23.

Final Redemption Amount

GBP 1,000 per Calculation Amount

24. Early Redemption Amount

Early Redemption Amount(s) payable on GBP 1,000 per Calculation Amount redemption for taxation reasons (additional

amounts) or on Event of Default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25. Form of Notes:

Registered Notes:

Global Registered Notes registered in the name of a nominee for a common

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TD - Toronto-Dominion Bank published this content on 22 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2022 13:09:07 UTC.