30 October 2017

THE TORONTO-DOMINION BANK (a Canadian chartered bank) U.S.$20,000,000,000 Programme for the Issuance of Notes On 31 October 2016, The Toronto-Dominion Bank (the “Bank” or the “Issuer”) issued a prospectus describing its U.S.$20,000,000,000 programme for the issuance of notes (the “Programme”). This Prospectus supersedes any previous prospectuses relating to the Programme. Any Notes (as defined below) issued on or after the date hereof are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. Under the Programme described in this Prospectus, the Bank may from time to time issue notes, subject to compliance with all relevant laws, regulations and directives, in such currency or currencies as may be agreed with the Dealers (as defined below). Notes to be issued under the Programme will comprise: (i) unsubordinated notes which constitute deposit liabilities of the Bank as described herein (the “Deposit Notes”) or (ii) subordinated notes which constitute subordinated indebtedness of the Bank as described herein (the “Subordinated Notes”, and together with the Deposit Notes, the “Notes”) . The Deposit Notes will have a minimum maturity of one month from the date of issue and the Subordinated Notes will have a minimum maturity of five years, subject in each case to compliance with all relevant laws, regulations and directives. The maximum aggregate nominal amount of Subordinated Notes from time to time outstanding under the Programme will not exceed U.S.$5,000,000,000 (or its equivalent in other currencies) and the maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed U.S.$ 20,000,000,000 (or its equivalent in other currencies), subject to increase as described herein. Subject to the more detailed description set out under “Terms and Conditions of the Notes” herein and unless otherwise specified in the applicable Final Terms or Pricing Supplement, the NVCC Subordinated Notes (as defined in Condition 7) will automatically and immediately convert (“Automatic Contingent Conversion”) into common shares of the Bank (“Common Shares”) upon the occurrence of a Non-Viability Trigger Event (as defined in Condition 7). The Prospectus (as defined herein) of the Issuer has been approved by the United Kingdom Financial Conduct Authority in its capacity as competent authority (the “UK Listing Authority”) as a base prospectus for the Issuer for the purposes of Article 5.4 of the Prospectus Directive (as defined below). Application has been made to the UK Listing Authority for Notes (other than Exempt Notes (as defined below)) issued under the Programme during the period of twelve months after the date of this Prospectus to be admitted to the official list maintained by the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market (the “Regulated Market”). The Regulated Market is a regulated market for the purposes of Directive 2004/39/EC and Directive 2014/65/EU (the “Markets in Financial Instruments Directive”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Regulated Market and have been admitted to the Official List. The requirement to publish a prospectus under the Prospectus Directive (as defined under “Important Notices” below) only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive. References in this Prospectus to “Exempt Notes” are to Notes which are neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive. The Exempt Notes do not comprise part of this Prospectus for the purposes of the Prospectus Directive. The UK Listing Authority has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes. Notice of the aggregate nominal amount of, the interest payable in respect of, the issue price of, and certain other information which is applicable to each Series (as defined below) of Notes (other than in the case of Exempt Notes) will be set forth in one or more final terms document (the “Final Terms”) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and to the London Stock Exchange on or before the date of issue of the Notes of such Series. Copies of Final Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the website of the London Stock Exchange through a regulatory information service. In the case of Exempt Notes, notice of the aggregate nominal amount of, the interest payable in respect of, the issue price of, and certain other information which is applicable to each Series will be set forth in one or more pricing supplement documents (the “Pricing Supplement”). The Programme provides that Exempt Notes may be unlisted or listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or market(s) (provided that such exchange or market is not a regulated market for the purposes of the Markets in Financial Instruments Directive) as may be agreed between the Issuer and the relevant purchaser(s) in relation to such issue. Copies of each Pricing Supplement relating to Exempt Notes will only be available for inspection by a holder of such Notes upon production of evidence satisfactory to the Issue Agent or the Issuer as to the identity of such holder. The minimum denomination of Notes (other than Exempt Notes) shall be at least €100,000 (or its equivalent in other currencies). See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. ARRANGERS Goldman Sachs International TD Securities DEALERS BNP PARIBAS BofA Merrill Lynch Citigroup Goldman Sachs International Morgan Stanley TD Securities UBS Investment Bank NOTES MAY BE OFFERED DIRECTLY TO ANY PERSON BY THE TORONTO-DOMINION BANK The date of this Prospectus is 30 October 2017. Notes may be issued in bearer form or in registered form. Notes in bearer form which are stated in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement to be issued in new global note (“NGN”) form will be delivered on or prior to the issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”). Notes in bearer form which are stated in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement not to be issued in NGN form may be deposited on or prior to the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg or any other clearing system as agreed between the Issuer and the relevant Dealer(s). Each Tranche (as defined herein) of Notes in bearer form having an original maturity of more than one year will, unless otherwise agreed upon between the Issuer and the relevant Dealer(s) and indicated in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement, initially be represented by a temporary Global Note in bearer form (each a “Temporary Global Note”) without interest coupons. Interests in Temporary Global Notes will be exchangeable for interests in permanent Global Notes in bearer form (each a “Permanent Global Note”) or, if so stated in the applicable Note and applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement, definitive Bearer Notes (as defined herein), on or after the Exchange Date (as defined herein) and only upon appropriate certification as to beneficial ownership or, if so stated in the applicable Note and applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement, global or definitive Registered Notes (as defined herein), at any time after the issue date. Each Tranche of Notes in bearer form having an original maturity of one year or less will, unless otherwise agreed upon between the Issuer and the relevant Dealer(s) and indicated in the applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement, be represented by a Permanent Global Note. If so stated in the applicable Note and applicable Final Terms or, in the case of Exempt Notes, the applicable Pricing Supplement, interests in a Permanent Global Note will be exchangeable for definitive Bearer Notes or definitive Registered Notes (together, “Definitive Notes”) or Global Registered Notes as described herein. Registered Notes in definitive form will be represented by Note certificates, one certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. If a Global Registered Note is held under the new safekeeping structure for registered global securities which are intended to constitute eligible collateral for Eurosystem monetary policy operations (the “NSS”), the Global Registered Note will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and/or Clearstream, Luxembourg. Global Registered Notes which are not held under the NSS will be deposited on or prior to the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg.

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