The Toronto-Dominion Bank announced in connection with the issue and sale by the Bank of (i) USD 800,000,000 Aggregate Principal Amount of 1.450% Senior Medium-Term Notes, Series C, due 2025 (the “2025 Fixed Rate Notes”), (ii) USD 350,000,000 Aggregate Principal Amount of Floating Rate Senior Medium-Term Notes, Series C, due 2025 (the “2025 Floating Rate Notes”), (iii) USD 750,000,000 Aggregate Principal Amount of 1.950% Senior Medium-Term Notes, Series C, due 2027 (the “2027 Fixed Rate Notes”) and (iv) USD 600,000,000 Aggregate Principal Amount of 2.450% Senior Medium-Term Notes, Series C, due 2032 (the “2032 Fixed Rate Notes”, and together with the 2025 Fixed Rate Notes, the 2025 Floating Rate Notes and the 2027 Fixed Rate Notes, the “Notes”) pursuant to the Terms Agreement dated January 5, 2022 among the Bank and the agents named therein, which incorporates by reference certain provisions of the Distribution Agreement dated June 18, 2019 between the Bank and TD Securities (USA) LLC (together, the “Distribution Agreement”). The Notes are being offered for sale pursuant to a Registration Statement on Form F-3 (the “Registration Statement”) and the Bank's prospectus dated June 18, 2019 with respect to the offering from time to time of senior debt securities of the Bank (the “Base Shelf Prospectus”), as supplemented by a prospectus supplement of the Bank dated June 18, 2019 (the “Prospectus Supplement”), as further supplemented by a pricing supplement dated January 5, 2022 relating to the 2025 Fixed Rate Notes, a pricing supplement dated January 5, 2022 relating to the 2025 Floating Rate Notes, a pricing supplement dated January 5, 2022 relating to the 2027 Fixed Rate Notes and a pricing supplement dated January 5, 2022 relating to the 2032 Fixed Rate Notes (each such pricing supplement, together with the Base Shelf Prospectus and the Prospectus Supplement, the “Prospectus”) and will be issued under a trust indenture dated as of June 30, 2006 between the Bank and The Bank of New York Mellon (as successor in interest to The Bank of New York), as trustee, as supplemented by a first supplemental indenture dated September 24, 2018 between the Bank and The Bank of New York Mellon, as trustee (together, the “Indenture”).