Date Closed

December 5, 2008

Lead Office

Toronto

Value

1.40 Billion CAD

On December 5, 2008, The Toronto-Dominion Bank (“TDBFG”) issued 34,960,000 common shares for gross proceeds raised of C$1.4 billion. TDBFG has filed in Canada a prospectus supplement to its September 29, 2008 short form base shelf prospectus in respect of this issue. The shares were also issued to qualified institutional buyers in the United States on a private placement basis.

McCarthy Tétrault LLP advised TD with a team that included Philip Moore, Michael Nicholas, Wendi Locke, and Jo-Anna Brimmer (corporate/securities), Rob Brant and Reena Modha (corporate/securities London, UK) and Jerald Wortsman (tax).