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Preferred Shares

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.

Authorized

An unlimited number of Class A First Preferred Shares, without par value, issuable in series

Outstanding

Series Number of Shares
Outstanding		 Currency and Amount
(millions)		 Ticker Symbol CUSIP Prospectus
S 5,387,491 C$ 135 TD.PR.S 891145 60 9 S
T1 4,612,509 C$ 115 TD.PR.T 891145 72 4 T
Y 5,481,853 C$ 137 TD.PR.Y 891145 70 8 Y
Z2 4,518,147 C$ 113 TD.PR.Z 891145 71 6 Z
1 20,000,000 C$ 500 TD.PF.A 891145 69 0 1
3 20,000,000 C$ 500 TD.PF.B 891145 67 4 3
5 20,000,000 C$ 500 TD.PF.C 891145 65 8 5
7 14,000,000 C$ 350 TD.PF.D 891145 63 3 5
9 8,000,000 C$ 200 TD.PF.E 891145 61 7 5
11 6,000,000 C$ 150 TD.PF.F 891145 58 3 5

1Series T terms contained within the Series S prospectus
2Series Z terms contained within the Series Y prospectus



Market Listings

TD preferred shares are listed on:

  • The Toronto Stock Exchange

Transfer Agent

CST Trust Company
P.O. Box 700
Station B
Montreal, Quebec
H3B 3K3

1-800-387-0825 or 416-682-3860

Email: inquiries@canstockta.com or www.canstockta.com

Description

The Class A First Preferred Shares may be issued in one or more series. The Board of Directors determines by resolution the designation, rights, privileges, restrictions and conditions attaching to each series of preferred shares as well as the number to be issued. The terms determined by the Board of Directors include dividends and dividend payments, conversion features, redemption features, voting rights, retraction rights and transfer restrictions.

The Class A First Preferred Shares are entitled to preference over the common shares and any other shares the Bank may issue ranking junior to the Class A First Preferred Shares with respect to payment of dividends and distribution of assets of the Bank in the event of the liquidation, dissolution or winding-up of the Bank.

Holders of Class A First Preferred Shares have no voting rights except as provided by the Bank Act or by the terms of the series. For Holders of Class A First Preferred Shares who are residents of the United States, the Class A Preferred Shares shall be classified as equity for US federal income tax purposes.

Bank Act (Canada) Restrictions on Share Ownership

The Bank Act (Canada) prohibits the ownership by one person or entity of more than 10% of any class of shares without approval in accordance with its provisions.

Redemption and Conversion

None of the outstanding preferred shares are redeemable at the option of the holder, although certain of the preferred shares series include a conversion right exercisable at the option of the holder.

Bank has certain rights to redeem the preferred shares as more fully described in the relevant prospectus. Redemptions of all preferred shares are subject to the provisions of the Bank Act and to the prior approval of the Superintendent of Financial Institutions (Canada).



Information as of July 23, 2015