Investor Presentaiton

Bail-in Overview TD Scope of Bail-in In Scope Liabilities. Senior unsecured long-term debt (original term to maturity of 400 or more days) that is tradable and transferable (has a CUSIP, ISIN or other similar identification) and issued on or after September 23, 201897. Unlike other jurisdictions, Canadian D-SIBS cannot elect to issue non bail-in unsecured senior debt. Excluded Liabilities. Bank customers' deposits including chequing accounts, savings accounts and term deposits such as guaranteed investment certificates ("GICS"), secured liabilities (e.g., covered bonds), ABS or most structured notes 98. All in scope liabilities, including those governed by foreign law, are subject to conversion and must indicate in their contractual terms that the holder of the liability is bound by the application of the CDIC Act. Bail-in Conversion Terms ■ Flexible Conversion Terms. CDIC has discretion in determining the proportion of bail-in debt that is converted, as well as an appropriate conversion multiplier 99 which respects the creditor hierarchy and that is more favourable than the multiplier provided to NVCC capital investors. No Contractual Trigger. Bail-in conversion is subject to regulatory determination of non-viability, not a fixed trigger. Full NVCC Conversion. There must be a full conversion of NVCC capital instruments before bail-in debt can be converted. Through other resolution tools, holders of legacy non-NVCC capital instruments could also be subject to losses, resulting in bail-in note holders being better off than such junior-ranking instruments. No Creditor Worse Off. CDIC will compensate investors if they incur greater losses under bail-in than under a liquidation scenario. Bail-in debt holders rank pari passu with other senior unsecured obligations, including deposits, for the purposes of the liquidation calculation. Equity Conversion. Unlike some other jurisdictions, bail-in is affected through equity conversion only, with no write-down option. 49

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