Investment Opportunities in “Yankee Banks”

March 2018 Agenda

Key Objectives: • Panel Introduction

• Define Yankee Banks and • “Yankee Bank” Overview understand their funding objectives • Range of Product Offerings, with focus on:

• Learn about the spectrum of – Commercial Paper (“CP”) debt products that Yankee Banks issue in the US$ market – Asset-Backed Commercial Paper (“ABCP”)

• Compare risk/reward value of – Certificates of Deposit (“YCDs”) Yankee Bank offerings vs. other highly-rated debt securities • Moderated Q&A with 2 Yankee Bank issuers: (USTs, Agencies, etc..)

• Know how to identify Yankee Bank offerings and where/how to buy them

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 2 Introduction Panel Speakers

MARK HERNANDEZ • Mark joined RBC in 2005 and focuses on both money markets origination and Head of US Money Market Origination investor marketing covering asset-backed commercial paper, financial [email protected] institutions and corporate issuers. Prior to 2001, Mark worked at Chase Securities in the M&A business

MICHAEL LAZAR • Michael joined Morgan Stanley in 2005 and currently works on the U.S. Executive Director, Investment Grade Syndicate Desk focusing on both front-end placements of Global Capital Markets YCDs and MTNs, and executing benchmark corporate bond and capital [email protected] offerings for financial institutions

CHARLES DIGENNARO • Charles joined Rabobank in 2006 as part of the Liquidity & Finance team for Head of Short-Term Funding the NY branch. He is currently the head of Short Term Funding for Treasury [email protected] NY. His team specializes in the issuance and liquidity management of short term money market products; including time deposits, certificates of deposit, and commercial paper

ROSE TIAN • Rose is part of the Securities Financing & Funding group at TD Securities, on Vice President, US$ Funding the US Funding desk. Her mandate involves raising short term unsecured [email protected] funding through the YCD/CP market for TD Securities, as well as finding optimal solutions for the dealer to meet its liquidity and regulatory needs. She manages both the primary issuance book and makes secondary markets for the TD program

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 3 Audience Survey “By a Show of Hands…”

• Do your investment guidelines allow you to purchase fixed income securities issued by banks domiciled outside of the U.S. (“Yankee Banks”)?

– If “yes”, have you bought Yankee Bank bonds/commercial paper in the past 12 months?

• If “no”, do your investment guidelines allow you to purchase fixed income securities issued by the U.S. branch of a Yankee bank?

– If “yes”, have you bought Yankee Bank “YCDs” or 3a2 exempt bank notes in the past 12 months?

• In the past 12 months, have you met with the investor relations or funding teams from any non-U.S. banks, either at your offices as part of a “roadshow” or at an event/conference?

• The Federal Reserve last raised it’s target rate in December – over the remainder of 2018 how many additional hikes do you expect?

• Has anyone been extending their investment tenors in Banks to take advantage of wider spreads?

• Has anyone been buying FRNs to manage the risk of rising rates?

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 4 Yankee Bank line-up of US$ debt products

Asset-Backed CP Unsecured CP YCDs Senior Debt

Foreign Bank

  SEC-registered or 144a/RegS exempt

Foreign Bank (U.S. Branch)    Sometimes 3a2 exempt “bank notes”

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 5 Commercial Paper – A Large and Liquid Market Consistently Financing More Than $1.5 Trillion of Total Assets (Including YCDs) Commercial Paper Growth – Repatriation Driving Most Recent Spike Financials Are the Largest Component of Commercial Paper Issuance

Source: FRB Source: FRB

Large Borrowings From a Broad Array of Issuers YCD FRN Issuance Shorter than 13 Months –Bloomberg NIM 8

. The US Money Markets provides financing to borrowers across all sectors of the global economy . Large global financial institutions account for the largest sector of borrowers . Issue Certificates of Deposit, Yankee Certificates of Deposit, Commercial Paper and Asset-backed Commercial Paper . Corporations across all sectors of the global economy are significant borrowers . Greater than $1.5 trillion is borrowed in the US Money Markets . A broad array of investors participate in Commercial Paper

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 6 The Commercial Paper Market is Comprised of Highly Rated Borrower

US Commercial Paper Composition by Ratings

A-2 / P-2 9%

A-1 / P-1 91%

Source: FRB as of March 14, 2018

Large Borrowings From a Broad Array of Issuers

. Almost all borrowers in the money markets have short term credit ratings of A-1 / P-1 / F1 (referred to as Tier-1 ratings) . A-1 / P-1 / F1 ratings typically correlate to mid-single A long term ratings

. Only a small sector of corporate borrowers are rated below A-1 / P-1

. Generally, banks rated lower than A-1 / P-1 do not issue commercial paper . Very little issuance of corporate commercial paper rated lower than A -1 / P-1 / F1

. Almost no issuance of corporate commercial paper rated lower than A-2 / P-2 / F2

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 7 Consistent Ratings Scale for Moody’s, Fitch, S&P and DBRS

91% of Commercial Paper

Source: Fitch, S&P, Moody’s, DBRS

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 8 RBC Estimates $2.3 Trillion of Aggregate Demand for Commercial Paper Across All Investor Categories Estimated Assets Under Management by Investor Type ($bn) – March 2018

Source: RBC Capital Markets, Bloomberg, Crane Data

Commercial Paper Offers Significant Benefits for Liquidity Portfolios

. Commercial paper and other money market instruments meet the high credit ratings and liquidity needs of short term investors . Commercial paper is a liquid investment

. Short tenors create cash flows ideal for liquidity portfolios

. Offers liquidity through the ability to be resold into the market to generate cash when needed . Broad array of municipalities, corporations, insurance companies, asset managers, securities lenders and large fund complexes are all prevalent buyers

. Trade size can accommodate all investors

. Typical to see trade sizes of a few $million

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 9 Characteristics of Commercial Paper and Other Forms of Short Term Issuance

. Short tenors result in regular and highly frequent issuance Frequent Issuance . Short tenors offer investors cash flow ideal for liquidity investment portfolios

. Substantial borrowing needs from all sectors of the money markets . Corporations require short-term funding for working capital and other general corporate purposes Borrowing Needs . Financial institutions require short term borrowing for balance sheet financing as part of a balanced funding strategy . Recent increased borrowing needs due to the effects of tax reform and repatriation

. O/N to 3 month tenors are most prominent Tenors . Heavy volume of issuance with tenors 3 months and longer for Banks . Floaters address interest rate risk of longer tenors

. Pricing is affected by technical market factors and credit fundamentals . Pricing is also impacted by changes in Fed Funds and market expectations for changes in interest rates Pricing . Pricing of comparable products including Treasury Bills, US Agencies and Repo – CP never trades through either of these alternatives . Credit fundamentals for a sector or a specific issuer can affect pricing

. Outstandings are growing; consistently over $1 trillion Outstandings . Repatriation pushing CP outstandings higher (18% higher in the last 6 months)

. Rising rates will continue to support better returns . RBC has been calling for 4, 25bp rate hikes in 2018 Return Environment . Spread to LIBOR has widened recently due to several factors including tax reform, heavy supply of T-Bills, growing supply of CP and a smaller buy-side

. Short tenors create cash flow in investors’ portfolio Liquidity . Back up liquidity facilities often required for CP programs to support the repayment of Commercial Paper . Ability to resell Commercial Paper to raise cash

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 10 Characteristics of Commercial Paper and Asset-Backed Commercial Paper

Commercial Paper Asset-Backed Commercial Paper

Buyers • All investor categories: Corporations, municipalities, banks, • All investor categories: Corporations, municipalities, banks, insurance insurance companies, asset managers, securities tenders companies, asset managers, securities tenders and large fund and large fund complexes complexes Offering Process • Boom screens, Trade Web and Sales Coverage • Boom screens, Trade Web and Sales Coverage

• PPM includes selling restrictions, summary of terms, transaction Documentation • PPM includes selling restrictions, summary of terms, description (repayment supports for CP), contacts for additional description of issuer and contacts for additional information information Pricing Format • Discount to par, or for tenors longer than 3 or 4 months can • Discount to par or for tenors longer than 3 or 4 months can be priced as be priced as a FRN a FRN

Settlement • Typically same-day settlement; processed by electronic “book • Typically same-day settlement; processed by electronic “book entry” and entry” and cleared by the DTC (Depositary Trust Corporation) cleared by the DTC (Depositary Trust Corporation)

Use of Proceeds • Assets are consistent with the specific financing purpose of the program • Bank client lending: receivables portfolios such as auto loans/leases and • Working capital, general corporate purposes or balance sheet credit cards funding for banks • Replacements for Repo: repurchase agreements with highly rated bank counterparties Issuance Tenors • Range form O/N to 270 days; or 397 days based on • Range form O/N to 270 days; or 397 days based on registration registration exemption exemption Credit Ratings • Programs are typically rated by at least two of the three • Programs are typically rated by at least two of the three primary rating primary rating agencies: S&P, Moody’s and Fitch agencies: S&P, Moody’s and Fitch

• 91% of CP is rated A-1 / P-1 or higher • Over 99% of ABCP is rated A-1 / P-1 or higher Outstandings • Outstandings fluctuate based on borrowing needs • ABCP outstandings are more stable than unsecured CP; programs do • Banks typically have more consistent and a higher volume of not have term out and alternative market financing opportunities outstandings

• Corporate CP borrowings can be cyclical

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 11 Regulations Since the Credit Crisis Improved Credit Quality and Liquidity of ABCP

FASB SEC Basel III Regulation: Rule 166 / 167 Regulation: Rule 2a7 Diversification Regulation: Liquidity Coverage Ratio Requirement: Accounting Requirements Requirement: Extend maturities with consolidation Requirement: Various issuer FRNs and options (put and/or call, Result: Aligned accounting of ABCP initiatives to preserve 2a-7 investors extension) programs with the sponsoring bank Result: Improve portfolio diversity Result: Enhance liquidity of program

SEC SEC Regulation: 17g-5 Regulation: Money Market Reform Encourage the issuance of unsolicited ABCP Sponsor Requirement: Development of alternate ratings by non-hired NRSROs investors to compensate for significant Requirement: Establish protected loss of 2a-7 demand website to post deal information Result: Enhance diversity in the simultaneous with hired NRSROs investor base of programs Result: Improve competition in the rating agency sector

Dodd Frank Dodd Frank Regulation: Risk Retention Regulation: Volcker Rule Requirement: Implement vertical or Requirement: Change exemption and horizontal investment strategies implement necessary changes or use Result: Require sponsors to retain available safe harbor same risk as investors Result: Ensure ABCP programs operate as debt financing

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 12 ABCP Programs Offer Consistent Financing for Real Economy Assets

January 2018 Asset Composition of Select ABCP Programs January 2017 Asset Composition of Select ABCP Programs

Includes Select Multi-Seller ABCP Programs Source: RBC Capital Markets Approximately $250bn of Real Economic Activity is Financed by ABCP

. Asset-backed commercial paper programs offer important financing for American businesses and consumers

. Financing for corporate clients of the sponsor Bank ultimately supports the American consumers

. Core asset classes of ABCP programs are auto loans, auto leases, student loans, credit cards, and cell phones

. Credit fundamentals of ABCP programs are very strong . Consumer strength is at cyclical highs given low unemployment, higher wages and strong savings rates

. Bank credit strength has been improving for the last 10 years through increasing capital and liquidity buffers required by regulations

. Credit quality of the sponsor bank is critical as the Bank sponsor intermediates the credit risk of the assets (payment obligations of the consumer) through liquidity facilities or a combination of liquidity facilities and credit facilities

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 13 Benefits of Unsecured and Asset-Backed CP

Unsecured CP Asset-Backed CP

• Broad array of companies from various sectors of the Borrowers • Bank sponsors are the largest, global institutions economy

• Highly rated investments, most of which are rated A-1/P-1 • Highly rated programs, 99% of which are rated A-1/P-1 or higher Credit Quality or higher • ABCP program credit ratings are highly correlated to the rating of the • Generally stable credit ratings sponsoring bank, offering ease in tracking rating developments

Familiar Borrowers • “Household” names, easily recognizable to investors • Bank sponsors are recognizable to the broad investor base

• Highly liquid due to ability to resell, short tenors and • ABCP programs are highly liquid with a broad investor base and liquidity Liquidity available sources of liquidity to support CP repayment back up lines to support the par repayment of CP at maturity

• Limited documentation though more information than in the unsecured • Limited documentation associated with the programs Documentation CP PPM • Primary document is the PPM • Other documents available

• Yield premium relative to unsecured CP of the sponsoring institution Yield Premium • Yield premium for A-2/P-2 • Yield premium relative to unsecured CP of comparable credit quality

• Assets create a senior secured investment instead of a senior Security • Not secured investments unsecured investment

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 14 Credit Review Process

Credit Approved Analyst Team and Committee Issuer Research Process Approval List

Fundamental Analysis Corporate Asset-Backed • Business Risk • Collateral Performance • Financial Profile • Management Expertise • Economic Outlook • Bank Sponsor Credit Ratings

On-going Surveillance • Real-time News and Ratings Feeds • Update calls with Issuers • Research from Broker Dealers

Process is shown for illustrative purposes as a general industry practice and is not specific to a firm or group.

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 15 CP and ABCP Funding Rates: March 2017 – Present 30 Day Financing Rates 90 day Financing Rates

Source: Bloomberg, FRB Source: Bloomberg, FRB

Higher Returns, Yield Premium and Credit Quality Increasing Consideration From New Investors

. RBC’s call of 4, 25bp Fed Funds rate hikes during 2018 will continue to drive rates higher

. However, Investors are hedged against rising rates with the short tenors offered in commercial paper

. LIBOR will likely remain attractive relative to Fed Funds due to continued technical factors (see below) – a strong investment opportunity

. Higher Treasury Bill supply to fund larger government expenditures

. Higher repo rates given the large Billy supply

. Tax reform/repatriation reduced corporate demand

. We expect continued broad investor participation in CP and ABCP experienced during the last few months

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 16 Intro to Yankee CDs Product Overview

WHAT IS A YANKEE CD?

• A Yankee CD (“YCD”) is a negotiable US$-denominated deposit of a foreign (non-US) bank issued by a U.S. domiciled branch

Foreign Bank (U.S. Branch) YCD COOPERATIVE RABOBANK UA Issuer: “Cooperatieve Rabobank UA, New York Branch” $ Cash

Foreign Bank Broker/Dealer YCD Investor

DEPOSIT OF A U.S. DOMICILED BRANCH

• U.S. branches of Foreign Banks are overseen by U.S. regulators, including the Federal Reserve, and are thus permitted to engage in banking activities THE TORONTO-DOMINION BANK (e.g. taking deposits, making loans) with U.S. consumers & investors Issuer: “Toronto Dominion Bank, New York Branch” • However these branches are not regulated by the FDIC and deposits are not covered by the FDIC’s $250,000 deposit insurance

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 17 YCD Structural Features

PAYMENT RANK ISSUING ENTITY • U.S. branch of a Foreign Bank • YCDs rank pari-passu to other senior SETTLEMENT • Typically T+1 or +2, but can also cash settle debt liabilities of the bank, including CP and long-term debt TENORS • Can range from overnight out to 10 years, but are usually ≤ 3 years • YCDs do not benefit from a depositor MATURITY TYPE • Typically bullet maturities, though can be structured as “extendible” preference in bankruptcy/resolution or FDIC depositor insurance COUPON • Fixed Rate (30/360) or • Floating Rate (Actual/360) vs. Fed Funds, 1mL, 3mL, etc..

DENOMINATIONS • Typically $250,000+ (target “institutional” investors)

SIZE • Anywhere from a $1MM to $1Bn+

RATINGS • U.S. branch issuer is rated • Security itself is usually only rated upon request

# OF INVESTORS • Typically 1 or several investors in a “club” deal

EXECUTION • Bespoke and negotiated “off screens” – not widely marketed

DOCUMENTATION • Term sheet

CUSIP? • Yes

BLOOMBERG? • Yes

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 18 YCD Market at a Glance As of March 31, 2018 Nearly $350Bn of YCD Notional Outstanding

Annual YCD Issuance YCD Outstanding by Bank’s Parent Country By Tenor ($Bn) ($Bn) 600 Canada 400

200 Japan

0 2012 2013 2014 2015 2016 2017 2018 Sweden YTD 0 – 6 mo 7 – 11 mo 12 – 17 mo 18 mo+

France YCD Outstanding – ..and by Coupon Type by Rating UK Moody’s LTD Rating Coupon Type

BBB vs. Fixed 2% 3mL 4% Switzerland AA 11% 26% A vs. Netherlands 72% 1mL 85% 0 20 40 60 80 100 120

Source: Morgan Stanley, Bloomberg Source: Morgan Stanley, Bloomberg

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 19 Investing in YCDs Enhanced Returns vs. Gov’t/Agency Alternatives

YCDs Offer an Attractive Spread Pick-Up vs. U.S. Agency Discount Notes

12-Month Tenor – Spread vs. 1mL (bps)

100

(20)

(40) 2010 2011 2012 2013 2014 2015 2016 2017 2018

YCD Issuance 360-Day Agency Discount Note Index

Source: Morgan Stanley, Bloomberg

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 20 Exploring YCDs on Bloomberg Source #1: New Issue Monitor (NIM8 )

• Bloomberg’s “NIM8” displays the most recent “U.S. MTN/BKNT/DPNT/CD” offerings

• Look for Yankee Banks with “NY” (New York), “CHI” (Chicago), “HOU” (Houston), etc.. included in the issuer name, which designates an offering from a U.S. branch

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 21 Exploring YCDs on Bloomberg (cont’d) Source #2: Filtering an Issuer’s Screen

• Filter for Currency = USD and Collateral = “Certificate of Deposit”

– Again look for “NY” (New York), “CHI” (Chicago), “HOU” (Houston), etc.. included in the issuer name, which designates an offering from a U.S. branch

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 22 Rabobank at a glance

8.6 million customers Ratings unchanged and at a high level in 2017

Worldwide The Netherlands 1.2 million international 7.4 million Dutch customers A+/Positive/A-1 customers 102 local Rabobanks 389 foreign places of 444 offices business 1.9 million members Aa2/Negative/P-1

AA-/Stable/F1+

AA/Stable/R-1(high)

ESG ratings & rankings Commanding market shares in the Netherlands 86 out of 100 points Industry Leader

89 out of 100 points 22% 34% 39% 86% Rabobank received Prime status in 2017 2nd place in Mortgages Savings SME Food and Agri Tax Transparency Benchmark

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 23 Ratings unchanged and at a high level in 2017 Rock solid bank

Dec 2015 Dec 2016 Dec 2017

A+/Stable/A-1 A+/Stable/A-1 A+/Positive/A-1

Aa2/Stable/P-1 Aa2/Negative/P-1 Aa2/Negative/P-1

AA-/Stable/F1+ AA-/Stable/F1+ AA-/Stable/F1+

AA/Stable/R-1(high) AA/Stable/R-1(high) AA/Stable/R-1(high)

AA/Aa2

A-/A3

BB/Ba2 NL Rest of Europe Rest of world

Source: Rabobank analysis. Graph based on the average rating score assigned by Fitch, Moody’s and S&P (January 2018) of the world’s 60 largest commercial banks (the Banker, July 2017), plus major Dutch banks.

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 24 Globally diversified wholesale funding portfolio

Public market

• Rabobank is committed to liquid benchmark curves and has excellent access to short term as well as long term funding

• Issuance is done in over 20 different currencies enabling investors to diversify their portfolios

• Capital instruments enjoy participation from a global investor base

• Global funding team works closely to the market base and adheres to latest market practices and regulatory requirements Private Placements

• Active in all local markets

• Possibility of different trade formats

• Rabobank is a prominent issuer in structured MTNs, issuing about 10% of funding in this format

• Ability to issue in the most innovative products

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 25 TD Bank Group Overview of TD Bank Group & TD Bank N.A. Introduction

KEY METRICS AS OF OCTOBER 31, 2017 (US$)(2)

$992.0B Total Assets

$645.9B Total Deposits

$474.1B Total Loans

$318.5B Assets Under Administration(3)

10.7% Common Equity Tier 1 Capital Ratio(4) TD Bank Group 82,571 . Headquartered in Toronto, Canada, with more than 82,000 employees in offices around the world, Full Time Employees(5) The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD") 2,398 . Offers a full range of financial products and services to approximately 25 million customers worldwide Total Retail Locations . Considered one of the World's 50 Safest Banks by Global Finance for the past nine years, TD is a $104.6B Top 10 bank in North America(1) Market Capitalization

(6) . Solid balance sheet and capital position reflected in strong credit ratings CREDIT RATINGS • Stable, organic growth engine with over 80% of earnings from the retail segment Aa2 AA- AA Moody's S&P DBRS • Strong risk discipline with a focus on robust capital and liquidity management

(1) TD Bank Group is the 5th largest bank by total assets, 5th largest bank by total deposits, and the 6th largest bank by market capitalization against North American Peers. North presentation. American Peers defined as Canadian Peers and U.S. Peers. Canadian Peers – defined as other 4 big banks (RY, BMO, BNS and CM). U.S. Peers – defined as Money Center (4) Each capital ratio has its own RWA measure due to the OSFI-prescribed scalar for inclusion of the CVA. For fiscal 2016, the scalars for inclusion of CVA for CET1, Tier 1, and Total Banks (C, BAC, JPM) and Top 3 Super-Regional Banks (WFC, PNC, USB). As of October 31, 2017 (for Canadian Peers) and September 30, 2017 (for U.S. Peers). Capital RWA were 64%, 71%, and 77%, respectively. For fiscal 2017, the scalars are 72%, 77%, and 81%, respectively. As the Bank is constrained by the Basel 1 regulatory floor, (2) The Toronto-Dominion Bank's overall financial results are reported in Canadian dollars. The U.S. dollar figures in this graph have been converted using the USD/CAD spot rate the RWA as it relates to the regulatory floor is calculated based on the Basel 1 risk weights which are the same for all capital ratios. (1.2893) at closing on October 31, 2017. Source: Bank of Canada. (5) Average number of full-time equivalent staff for Q4/17. (3) Effective the first quarter of 2017, the Bank changed the framework for classifying AUA and AUM. For Canadian Retail, the primary change is to recognize mutual funds sold (6) Ratings based on senior long term debt of The Toronto-Dominion Bank (TD Bank Group, TD or the Bank) as at October 31, 2017. Credit ratings are not recommendations to through the branch network as part of AUA. In addition, AUA has been updated to reflect a change in the measurement of certain business activities within Canadian Retail. For U.S purchase, sell, or hold a financial obligation inasmuch as they do not comment on market price or suitability for a particular investor. Ratings are subject to revision or withdrawal at Retail, the primary change is to include a portion of the AUM balance administered by the Bank in AUA. Comparative amounts have been recast to conform with the revised any time by the rating organization.

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 26 TD Bank Group Overview of TD Bank Group & TD Bank N.A. Corporate Profile Wholesale Banking TD Securities . Leading financial services provider and trusted advisor to our corporate, government, and institutional clients . Full suite of integrated corporate & investment banking, capital markets, and treasury and transactional products and services . Global footprint with 14 offices in key financial centres . Designated Primary Dealer in both the U.S. and Canada . 2017 net income of C$1,039M; 4,040+ employees U.S. Retail Canadian Retail Personal & Commercial Banking Personal & Commercial Banking . More than 9M customers . More than 15M customers . 1,270 stores and 2,590+ ATMs across our Maine-to-Florida footprint . 1,120+ branches and 3,150+ ATMs across Canada . Top 10 bank in the U.S. by total deposits . #1 or #2 market share in most retail products . Ranked 3rd in New York City by market share . Canadian leader in mobile banking with the highest number of unique visitors Credit Cards Business Banking . Private label and co-brand credit card offering for U.S. customers of regional and . Ranked 2nd in Canada in both loan and deposit market share nationwide retail partners, including Target and Nordstrom . Over 500 dedicated small business bankers in retail branches . Issuer of TD branded credit cards for retail and small business customers Credit Cards Auto Lending . Canada's largest credit card issuer by outstanding card loan balances . Extensive network of dealers across the TD Bank footprint and prime indirect lending . Dual card issuer of high value brands, including TD First Class Visa and TD to dealers across the U.S. Aeroplan Visa Wealth Wealth . Expertise in Private Client Services including: Private Banking, Private Trust and . Market leadership in Direct Investing by asset, trades, and revenue market share Private Investment Counsel, and Institutional Trust services . Top Pension Fund Manager for six consecutive years TD Ameritrade Insurance . Market leadership in trading in the U.S. . Home & Auto, Life & Health, Creditor, and Travel insurance . Consistently ranked Best Online Broker for Novices and Best for Long-Term Investing . Largest direct-to-consumer insurer and top-ranked affinity insurer

Source: TD Bank Group Investor Presentation Q4 2017.

GIOA CONFERENCE YANKEE BANKS | MARCH 2018 27 Moderated Q&A Disclaimer

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GIOA CONFERENCE YANKEE BANKS | MARCH 2018 29 Disclaimer

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