TD Bank Group announces increase to Preferred Share Issue

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Toronto: TD Bank today announced that as a result of strong investor demand for its previously announced Basel III-compliant domestic public offering of Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 1 (the “Series 1 Shares”), the size of the offering has been increased to 20 million Series 1 Shares.  The gross proceeds of the offering will now be $500 million. The offering will be underwritten by a group of underwriters led by TD Securities Inc.

The expected closing date is June 4, 2014. TD will make an application to list the Series 1 Shares as of the closing date on the Toronto Stock Exchange. The net proceeds of the offering will be used for general corporate purposes.

The Series 1 Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell securities in the United States.