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Share Information

Common 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

(For information filed with Canadian Securities Administrators, go to the Sedar Website)

Authorized

An unlimited number of common shares, without par value

Outstanding

1,855,145,044 shares as at October 31, 2015

Market Listings

TD common shares are listed on:

The Toronto Stock Exchange
The New York Stock Exchange

Ticker Symbol

CUSIP Number

891160 50 9

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

Holders of common shares are entitled to receive dividends as and when declared by the Board of Directors of TD, subject to the Dividend Restrictions. Subject to the restrictions described below, a holder of common shares is entitled to one vote for each share held at all meetings of shareholders except meetings at which only holders of a specified class or series of shares are entitled to vote. In the event of the liquidation, dissolution or winding-up of TD, after payment of all outstanding debts and subject to the preference of any shares ranking senior to the common shares, the holders of common shares would be entitled to a pro rata distribution of the remaining assets of TD.

Bank Act (Canada) Restrictions on Common Share Ownership and Voting

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.

Common shares cannot be voted, either in person or by proxy, if they are held in contravention of the Bank Act (Canada). Restrictions on ownership and voting are described in the management proxy circular available at the following link : http://www.td.com/document/PDF/investor/2015/td-investor-2015-Proxy-EN.pdf.

Redemption and Conversion

The common shares have no redemption or conversion rights.

Stock Split Information

May 31, 1967¹	Stock Split	5-for-1 Stock Split
December 19, 1975²	Stock Split	2-for-1 Stock Split
July 28, 1983³	Stock Split	3-for-1 Stock Split
July 31, 1989⁴	1 for 1 Stock Dividend	Equivalent to a 2-for-1 Stock Split
July 31, 1999⁵	1 for 1 Stock Dividend	Equivalent to a 2-for-1 Stock Split
January 31, 2014⁶	1 for 1 Stock Dividend	Equivalent to a 2-for-1 Stock Split

¹ The payable date for this stock split was May 31, 1967.
² The record and payable date for this stock split was December 19, 1975.
³ The record date for this stock split was July 28, 1983. This split was done on a "call-in" basis.
⁴ The record date for this stock dividend was July 10, 1989, the payable date was July 31, 1989.
⁵ The record date for this stock dividend was July 8, 1999, the payable date was July 31, 1999.
⁶ The record date for this stock dividend will be January 23, 2014, the payable date will be January 31, 2014.

Disclaimer re: Stock Split Information: The information presented immediately above is from sources considered reliable. However, given the passage of time, we are not able to warrant or guarantee the accuracy or completeness of the information, and under no circumstances will we be liable for any loss or direct, indirect, incidental, special or consequential damages caused by reliance on this information.

Valuation Day Price

For Canadian income tax purposes, TD's common stock was quoted at $30.00 per share on Valuation Day, December 22, 1971. After adjustments for the two-for-one stock split in December 1975 and the three-for-one stock split in July 1983, this is now equivalent to $5.00 per share.

There is no adjustment for the one-for-one stock dividend in July 1989, the one-for-one stock dividend in July 1999, and the one-for-one stock dividend in January 2014. For Canadian capital gains tax purposes all the stock dividend shares are considered to be acquired after 1971. The number of stock dividend shares received should therefore be added to the post-1971 pool of shares. Because the stock dividend shares have a nil cost, no amount is added to the cost base of the post-1971 pool. The stock dividend does not alter the number or adjusted cost base of any pre-1972 pool of shares held.