This Pricing Supplement together with the short form base shelf prospectus dated September 9, 2024, as further

amended or supplemented (the “Prospectus”), and

each document incorporated by reference in the Prospectus constitutes a public offering of securities only in the jurisdictions where they may be lawfully offered for
sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an
offence to claim otherwise. The Notes to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended
and, subject to certain exemptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America to or for the account or benefit of U.S.
persons.

Pricing Supplement No. 757 dated July 2, 2025

(to the Prospectus)

THE TORONTO-DOMINION BANK

TD Canada Bank 57 AR Index-Linked Autocallable Coupon Notes, Series 2411F
Due July 20, 2032
(non principal protected)
Maximum of $20,000,000 (200,000 Notes)
This Pricing Supplement qualifies the distribution of a maximum of $20,000,000 of TD Canada Bank 57 AR Index-Linked
Autocallable Coupon Notes, Series 2411F (each, a “Note”, and collectively, the “Notes”) issued by The Toronto-Dominion Bank
(the “Bank”). The Notes are Canadian dollar denominated notes linked to the performance of an underlying interest
comprised of the following component(s) (collectively, the “Underlying Interest”):

Solactive Canada Bank 57 AR Index

The Solactive Canada Bank 57 AR Index is a component of the Underlying Interest, which aims to track the gross total return of a
Target Index, the Solactive Canada Bank TR Index, reduced by an Adjusted Return Factor of 57 index points per annum.

The Notes will mature approximately 7 years following the date of closing of the offering of the Notes (the “Issue Date”), being on
or about July 14, 2025 but not later than August 14, 2025, unless the Notes have been automatically called by the Bank. The Notes
will be automatically called by the Bank (i.e., redeemed) on an Auto-Call Date if the Closing Level on a Valuation Date after the
thirty-fifth Valuation Date is greater than or equal to 110% of the Opening Level (the “Auto-Call Level”). The first Auto-Call Date
is July 20, 2028. If the Closing Level on a Valuation Date is less than the Auto-Call Level, the Notes will not be automatically called
by the Bank.

The Notes provide a holder of Notes (a “Noteholder”) with a payment on each Coupon Date equal to the product of 0.615% (the
“Payment Rate”) (equivalent to an effective annual Payment Rate of 7.38%) and the Principal Amount if the Underlying Interest
Return on the applicable Valuation Date is greater than or equal to -30% (the “Payment Threshold”) and the Notes have not been
automatically called by the Bank.

In addition, Noteholders will receive a Maturity Redemption Payment as follows: (i) if the Closing Level on a Valuation Date after
the thirty-fifth Valuation Date is greater than or equal to the Auto-Call Level, the Notes will be automatically called by the Bank and
the Maturity Redemption Payment will equal the Principal Amount; or (ii) if the Notes are not automatically called by the Bank and
the Closing Level on the Final Valuation Date (the “Final Level”) is greater than or equal to 70% of the Opening Level (the “Barrier
Level”), the Maturity Redemption Payment on the Maturity Date will equal the Principal Amount; or (iii) if the Notes are not
automatically called by the Bank and the Final Level is less than the Barrier Level, the Maturity Redemption Payment on the Maturity
Date will equal: the Principal Amount x (1 + Underlying Interest Return), subject to a minimum principal repayment of $1.00 per
Note, which may result in a negative return on the Notes. Payments on the Notes depend on the Underlying Interest Return on each
Valuation Date and, if the Notes are not automatically called by the Bank, whether the Final Level is less than the Barrier Level.

A Coupon, if any, is payable only if the Underlying Interest Return on the applicable Valuation Date is greater than or
equal to the Payment Threshold. If the Final Level is less than the Barrier Level and the Notes have not been
automatically called by the Bank, an investor will receive less than the Principal Amount at maturity. The Notes are not
principal protected and investors may lose substantially all of their investment in the Notes. The Notes are not designed
to be alternatives to fixed income or money market instruments. See “SUITABILITY FOR INVESTMENT”.

PRICE: $100 per Note

Minimum Subscription: $2,000 (20 Notes)
The Closing Levels reflect only the performance of the Underlying Interest, where one or more components aims to track the gross
total return of its Target Index (as defined herein), reduced by an Adjusted Return Factor (as defined herein). See “THE
UNDERLYING INTEREST”. Accordingly, Noteholders will not have any direct or indirect ownership interest or rights (including,
without limitation, voting rights or rights to receive dividends or distributions paid on the Underlying Interest). The yield of the
Underlying Interest is included in the Closing Levels. An investment in the Notes is not equivalent to a direct investment in the
Underlying Interest, or in any index or security referenced herein. As such, a Noteholder will not be entitled to the rights and benefits
of a holder of the Underlying Interest, or of any component thereof.

Selling Agent’s Commission Net Proceeds

Price to the Investor and Agent’s Fees1 to the Bank
Per Note $100.00 Nil $100.00
2
Total $20,000,000 Nil $20,000,000

1There is no selling agent’s commission payable in connection with a sale of the Notes. Richardson Wealth Limited will be paid a fee of up to
0.15% of the aggregate issue price of the Notes for acting as an independent agent. See “PLAN OF DISTRIBUTION”.
2 Reflects the maximum offering size. There is no minimum amount of funds that must be raised under this offering. This means that the
issuer could complete this offering after raising only a small proportion of the offering amount set out above.

Certain fees and expenses are associated with an investment in the Notes. See “FEES AND EXPENSES”.

As of the date of this Pricing Supplement, the Bank estimates that the value of the Notes is $95.83 per $100 in principal amount. The
foregoing estimate of the value of the Notes is less than the issue price and does not necessarily reflect any possible bid or offer price
that may be available for the Notes. The value of the Notes at any time will reflect many factors, including but not limited to the
Issue Date, the Auto-Call Dates and the Maturity Date, cannot be predicted, and may be less than the estimated value set out above.
See “PREPARATION OF ESTIMATED VALUE OF THE NOTES” and “RISK FACTORS” in this Pricing Supplement.

The payment obligations under the Notes constitute direct, unsecured and unsubordinated obligations of the Bank and, except for
certain statutory priorities, will rank pari passu with all other present and future unsecured and unsubordinated indebtedness of the
Bank. The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act.

A Noteholder cannot elect to receive a Coupon prior to the relevant Coupon Date or the Maturity Redemption Payment prior to the
Maturity Date; however, a Noteholder may be able to resell the Notes prior to the Maturity Date. See “FEES AND EXPENSES” and
“DESCRIPTION OF THE NOTES – Secondary Market”. The Notes are redeemable prior to maturity by the Bank upon the
occurrence of a Special Circumstance (as defined in the Prospectus). See “DESCRIPTION OF THE NOTES – Market Disruption
Events, Adjustments, Substitutions and Other Special Circumstances” in the Prospectus.

The Notes will not be listed on any securities exchange or quotation system. TD Securities Inc. (“TDSI”) intends in normal market
conditions to maintain a secondary market for the Notes, but is under no obligation to do so. TDSI may stop maintaining a market
for the Notes at any time in its sole discretion without providing notice to Noteholders. There can be no assurance that a secondary
market will develop or, if one develops, that it will be liquid. Noteholders wishing to sell their Notes prior to maturity may receive a
price reflecting a substantial discount from the Principal Amount. See “RISK FACTORS”. A sale of Notes originally purchased
through Fundserv will be subject to certain additional procedures and limitations. See “DESCRIPTION OF THE NOTES –
Secondary Market”.

TDSI and Richardson Wealth Limited (collectively, the “Agents”), as agents, conditionally offer the Notes subject to prior sale on a
best efforts basis, if, as and when issued by the Bank and accepted by the Agents in accordance with the conditions contained in the
Dealer Agreement (as hereinafter defined) and subject to the approval of certain legal matters by McCarthy Tétrault LLP on behalf
of the Bank. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the
subscription books at any time without notice. Notes may be purchased through the order entry system of Fundserv. The Fundserv
order code for the Notes is TDN6206. The Notes will be issued in book-entry form and will be represented by a registered global
note certificate (the “Global Note”) held by CDS Clearing and Depository Services Inc. (“CDS”) or its nominee. Subject to limited
exceptions, certificates evidencing the Notes will not be available to purchasers and registration of ownership of the Notes will be
made only through CDS’s book-entry system.

TDSI is a wholly-owned subsidiary of the Bank. As a result, the Bank is a “related issuer” and a “connected issuer” of TDSI
within the meaning of the securities legislation of certain provinces of Canada. See “PLAN OF DISTRIBUTION”.

2
 TABLE OF CONTENTS

ELIGIBILITY FOR INVESTMENT ...................................................................................................................................................4

DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................................................4

MARKETING MATERIALS ..............................................................................................................................................................5

ABOUT THIS PRICING SUPPLEMENT ...........................................................................................................................................5

PUBLIC INFORMATION ...................................................................................................................................................................5

CAUTION REGARDING FORWARD LOOKING STATEMENTS .................................................................................................5

SUITABILITY FOR INVESTMENT ..................................................................................................................................................6

SUMMARY .........................................................................................................................................................................................8

FEES AND EXPENSES ....................................................................................................................................................................12

DEFINITIONS ...................................................................................................................................................................................12

CALCULATION OF PAYMENTS UNDER THE NOTES ..............................................................................................................15

SAMPLE CALCULATIONS.............................................................................................................................................................16

THE UNDERLYING INTEREST .....................................................................................................................................................24

USE OF PROCEEDS AND HEDGING ............................................................................................................................................26

DESCRIPTION OF THE NOTES .....................................................................................................................................................26

PLAN OF DISTRIBUTION ..............................................................................................................................................................28

RELATED MATTERS ......................................................................................................................................................................29

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ....................................................................................29

LEGAL MATTERS ...........................................................................................................................................................................31

RISK FACTORS ................................................................................................................................................................................31

3
 ELIGIBILITY FOR INVESTMENT

In the opinion of McCarthy Tétrault LLP, counsel to the Bank, the Notes, if issued on the date hereof, would be, on such date,
qualified investments under the Tax Act and the Regulations for trusts governed by registered retirement savings plans (“RRSPs”),
registered retirement income funds (“RRIFs”), registered education savings plans (“RESPs”), registered disability savings plans
(“RDSPs”), deferred profit sharing plans (other than a trust governed by a deferred profit sharing plan or revoked plan to which
contributions are made by the Bank or by an employer with which the Bank does not deal at arm’s length within the meaning of the
Tax Act), tax-free savings accounts (“TFSAs”) and first home savings accounts (“FHSAs”), each as defined in the Tax Act.

Notwithstanding that the Notes may be qualified investments, a holder of a TFSA, FHSA or a RDSP, a subscriber of a RESP or an
annuitant of an RRSP or RRIF will be subject to a penalty tax if the Notes are “prohibited investments” (as defined in the Tax Act)
for a trust governed by a TFSA, FHSA, RDSP, RESP, RRSP or RRIF. The Notes will generally be a prohibited investment for a trust
governed by a TFSA, FHSA, RDSP, RESP, RRSP or RRIF if the holder of the TFSA, FHSA or the RDSP, the subscriber of the
RESP or the annuitant of the RRSP or RRIF, as the case may be, does not deal at arm’s length with the Bank for purposes of the Tax
Act or has a significant interest (within the meaning of the Tax Act) in the Bank.

Holders of TFSAs, FHSAs or RDSPs, subscribers of RESPs and annuitants of RRSPs or RRIFs should consult their own advisors in
this regard.

DOCUMENTS INCORPORATED BY REFERENCE

This Pricing Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the offering of the
Notes. Other documents are also incorporated or deemed to be incorporated by reference into the Prospectus and reference should
be made to the Prospectus for full particulars thereof. In addition, the following documents of the Bank, filed with the various
securities regulatory authorities in each of the provinces and territories of Canada since the filing of the Prospectus, are specifically
incorporated by reference into and form an integral part of the Prospectus:

(a) the Material Change Report of the Bank dated December 2, 2024 regarding executive officer changes;
(b) the Annual Information Form dated December 4, 2024;
(c) the consolidated audited financial statements for the fiscal year ended October 31, 2024 with comparative consolidated
financial statements for the fiscal year ended October 31, 2023, together with the auditor’s report thereon and the 2024
MD&A (as hereinafter defined);
(d) Second Quarter Report to the Shareholders for the three and six months ended April 30, 2025, which includes the
consolidated interim financial statements (unaudited) and Management’s Discussion and Analysis thereon (the “Q2
MD&A”);
(e) the Material Change Report of the Bank dated January 27, 2025 regarding CEO transition timing and officer and board
changes;
(f) the Material Change Report of the Bank dated February 18, 2025 regarding the sale of its entire equity investment in The
Charles Schwab Corporation and the intention to use of a portion of the proceeds toward a share buyback program; and
(g) the Management Proxy Circular in respect of the annual meeting of holders of the Bank’s common shares held on April 10,
2025.

Any management proxy circular, annual information form, consolidated audited financial statements, interim unaudited financial
statements, material change reports (excluding confidential material change reports) or business acquisition reports, all as filed by
the Bank with the various securities commissions or similar authorities in Canada pursuant to the requirements of applicable securities
legislation after the date of this Pricing Supplement and prior to the termination of this offering shall be deemed to be incorporated
by reference into this Pricing Supplement.

Any statement contained in the Prospectus, as supplemented by this Pricing Supplement, or in a document incorporated or deemed
to be incorporated by reference therein or herein shall be deemed to be modified or superseded for the purposes of this Pricing
Supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state
that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or
supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified
or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state
a material fact that was required to be stated or that was necessary to make a statement not misleading in light of the circumstances
in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Pricing Supplement.

4
 MARKETING MATERIALS

The investor summary dated July 2, 2025 filed in connection with this offering with the securities commissions or similar authorities
in each of the provinces and territories of Canada, is specifically incorporated by reference into and forms an integral part of this
Pricing Supplement and the Prospectus. Any investor summary and / or template version of “marketing materials” (as defined in
National Instrument 41-101 – General Prospectus Requirements) filed with the securities commissions or similar authorities in each
of the provinces and territories of Canada in connection with this offering after the date hereof but prior to the termination of the
distribution of the Notes under this Pricing Supplement (including any amendments to, or an amended version of, the marketing
materials) is deemed to be incorporated by reference in this Pricing Supplement and in the Prospectus. Any such marketing materials
are not part of this Pricing Supplement or the Prospectus to the extent that the contents of the marketing materials have been modified
or superseded by a statement contained in an amendment to this Pricing Supplement.

ABOUT THIS PRICING SUPPLEMENT

This Pricing Supplement supplements the Prospectus. If the information in this Pricing Supplement differs from the information
contained in the Prospectus, you should rely on the information in this Pricing Supplement. Noteholders should carefully read this
Pricing Supplement along with the accompanying Prospectus to fully understand the information relating to the terms of the Notes
and other considerations that are important to Noteholders. Both documents contain information Noteholders should consider when
making their investment decision. The information contained in this Pricing Supplement and the accompanying Prospectus is current
only as of the date of each.

PUBLIC INFORMATION

Additional information concerning the Bank may be found on the Canadian Securities Administrators’ System for Electronic
Document Analysis and Retrieval (SEDAR+) at [Link].

All information included in this Pricing Supplement relating to the Underlying Interest, including its composition and the composition
of the components thereof, is based on publicly available information, and in the case of an index, prepared by the Index Sponsor.
Neither the Bank nor either of the Agents makes any representation regarding the accuracy or completeness of such information
except as required by applicable securities law in relation to such information relating to the Bank that forms part of the Prospectus.
Neither the Bank nor the Calculation Agent accepts any responsibility for the calculation, maintenance or publication of any index
that is a component of the Underlying Interest or any Successor Index (as defined in the Prospectus). Noteholders may not have any
recourse against the Bank or the Agents in connection with any information about and/or relating to the Underlying Interest or any
component thereof.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This Pricing Supplement and the accompanying Prospectus, including those documents incorporated by reference, may contain
forward-looking statements. In addition, representatives of the Bank may make forward-looking statements orally to analysts,
investors, the media and others. All such statements are made pursuant to the “safe harbour” provisions of, and are intended to be
forward-looking statements under, applicable Canadian and U.S. securities legislation, including the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements made in the Q2 MD&A and
statements made in the Management's Discussion and Analysis (“2024 MD&A”) in the Bank's 2024 Annual Report under the heading
“Economic Summary and Outlook”, under the headings “Key Priorities for 2025” and “Operating Environment and Outlook” for the
Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking segments,
and under the heading “2024 Accomplishments and Focus for 2025” for the Corporate segment, and in other statements regarding
the Bank’s objectives and priorities for 2025 and beyond and strategies to achieve them, the regulatory environment in which the
Bank operates, and the Bank’s anticipated financial performance. Forward-looking statements are typically identified by words such
as “will”, “would”, “should”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “forecast”, “outlook”, “plan”, “goal”, “target”,
“possible”, “potential”, “predict”, “project”, “may”, and “could” and similar expressions or variations thereof, or the negative thereof,
but these terms are not the exclusive means of identifying such statements. By their very nature, these forward-looking statements
require the Bank to make assumptions and are subject to inherent risks and uncertainties, general and specific. Especially in light of
the uncertainty related to the physical, financial, economic, political, and regulatory environments, such risks and uncertainties –
many of which are beyond the Bank’s control and the effects of which can be difficult to predict – may cause actual results to differ
materially from the expectations expressed in the forward-looking statements.

5
Risk factors that could cause, individually or in the aggregate, such differences include: strategic, credit, market (including equity,
commodity, foreign exchange, interest rate, and credit spreads), operational (including technology, cyber security, process, systems,
data, third-party, fraud, infrastructure, insider and conduct), model, insurance, liquidity, capital adequacy, compliance and legal,
financial crime, reputational, environmental and social, and other risks.

Examples of such risk factors include general business and economic conditions in the regions in which the Bank operates;
geopolitical risk (including policy, trade and tax-related risks and the potential impact of any new or elevated tariffs or any retaliatory
tariffs); inflation, interest rates and recession uncertainty; regulatory oversight and compliance risk; risks associated with the Bank’s
ability to satisfy the terms of the global resolution of the investigations into the Bank’s U.S. Bank Secrecy Act (BSA)/anti-money
laundering (AML) program; the impact of the global resolution of the investigations into the Bank’s U.S. BSA/AML program on the
Bank’s businesses, operations, financial condition, and reputation; the ability of the Bank to execute on long-term strategies, shorter-
term key strategic priorities, including the successful completion of acquisitions and dispositions and integration of acquisitions, the
ability of the Bank to achieve its financial or strategic objectives with respect to its investments, business retention plans, and other
strategic plans; technology and cyber security risk (including cyber-attacks, data security breaches or technology failures) on the
Bank’s technologies, systems and networks, those of the Bank’s customers (including their own devices), and third parties providing
services to the Bank; data risk; model risk; fraud activity; insider risk; conduct risk; the failure of third parties to comply with their
obligations to the Bank or its affiliates, including relating to the care and control of information, and other risks arising from the
Bank’s use of third-parties; the impact of new and changes to, or application of, current laws, rules and regulations, including without
limitation consumer protection laws and regulations, tax laws, capital guidelines and liquidity regulatory guidance; increased
competition from incumbents and new entrants (including Fintechs and big technology competitors); shifts in consumer attitudes and
disruptive technology; environmental and social risk (including climate-related risk); exposure related to litigation and regulatory
matters; ability of the Bank to attract, develop, and retain key talent; changes in foreign exchange rates, interest rates, credit spreads
and equity prices; downgrade, suspension or withdrawal of ratings assigned by any rating agency, the value and market price of the
Bank’s common shares and other securities may be impacted by market conditions and other factors; the interconnectivity of financial
institutions including existing and potential international debt crises; increased funding costs and market volatility due to market
illiquidity and competition for funding; critical accounting estimates and changes to accounting standards, policies, and methods
used by the Bank; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events. The Bank
cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank’s
results. For more detailed information, please refer to the “Risk Factors and Management” section of the 2024 MD&A, as may be
updated in subsequently filed quarterly reports to shareholders. All such factors, as well as other uncertainties and potential events,
and the inherent uncertainty of forward-looking statements, should be considered carefully when making decisions with respect to
the Bank. The Bank cautions readers not to place undue reliance on the Bank’s forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this Pricing Supplement and any documents
incorporated by reference are set out in the 2024 MD&A under the headings “Economic Summary and Outlook” and “Significant
Events”, under the headings “Key Priorities for 2025” and “Operating Environment and Outlook” for the Canadian Personal and
Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking segments, and under the heading
“2024 Accomplishments and Focus for 2025” for the Corporate segment, each as may be updated in subsequently filed quarterly
reports to shareholders.

Any forward-looking statements contained in this Pricing Supplement represent the views of management only as of the date hereof
and are presented for the purpose of assisting prospective purchasers of Notes in understanding the Bank’s financial position,
objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may not
be appropriate for other purposes. The Bank does not undertake to update any forward-looking statements, whether written or oral,
that may be made from time to time by or on its behalf, except as required under applicable securities legislation. See “RISK
FACTORS”.

SUITABILITY FOR INVESTMENT

The Notes differ from conventional debt and fixed income investments because they may not provide Noteholders with a return or a
fixed payment stream, the Notes may be automatically called by the Bank (i.e., redeemed) prior to the Maturity Date as a result of
the Auto-Call Feature, and the return, if any, is not determined prior to maturity or redemption. The Notes are not principal protected.
Payments on the Notes depend on the Underlying Interest Return on each Valuation Date and, if the Notes are not automatically
called by the Bank, whether the Final Level is less than the Barrier Level. The Notes may return substantially less than the amount
originally invested by the Noteholder. Consequently, investors could lose substantially all of their investment in the Notes. A Coupon,
if any, is payable on a given Coupon Date only if the Underlying Interest Return on the applicable Valuation Date is greater than or
equal to the Payment Threshold. There can be no assurance that the Notes will generate any payments or a return (except for the
minimum $1 repayment per Note). Accordingly, the Notes are only suitable for investors who do not require current income and
who can withstand a total loss of their investment (except for the minimum $1 repayment per Note). The Notes are designed for
investors with an investment horizon that extends to the Maturity Date, who are prepared to hold the Notes to maturity, who are

6
prepared to assume the risk that the Notes will be automatically called by the Bank prior to the Maturity Date, and who are prepared
to assume risks with respect to a return linked to the performance of the Underlying Interest. An investment in the Notes is not
suitable for an investor who may require an income stream or liquidity prior to the Maturity Date. See “RISK FACTORS – Suitability
of the Notes for Investment”. Prospective purchasers should take into account additional risk factors associated with this
offering of Notes. See “RISK FACTORS” in this Pricing Supplement and the Prospectus.

7
 SUMMARY

The following summary should be read in conjunction with the more detailed information appearing elsewhere in this Pricing
Supplement and the accompanying Prospectus. Capitalized terms which are not otherwise defined herein are defined in the
Prospectus. Unless otherwise specifically noted, “$” refers to Canadian dollars.

Issuer: The Toronto-Dominion Bank

Principal Amount: The original principal amount invested of $100 per Note

Issue Size: Maximum $20,000,000 (200,000 Notes)

Minimum Subscription: $2,000 (20 Notes) and integral multiples of $1,000 (10 Notes) in excess thereof

Issue Price: 100% of the Principal Amount

Issue Date: On or about July 14, 2025, but not later than August 14, 2025
Maturity Date: July 20, 2032

Underlying Interest: The Underlying Interest is initially comprised of the following component(s) (collectively, the
“Underlying Interest”):

Solactive Canada Bank 57 AR Index

See “THE UNDERLYING INTEREST” below for further information on the Underlying
Interest.

The Underlying Interest is a notional exposure only. Noteholders will not have any direct or
indirect ownership interest or rights (including, without limitation, voting rights or rights to
receive dividends or distributions) in the Underlying Interest, or in any component thereof.
Noteholders will not have any direct or indirect recourse to either the Underlying Interest or to
any component thereof. There is no requirement for the Bank to hold any interest in a portfolio
of securities comprising the Underlying Interest or any component thereof.

The Closing Levels reflect only the performance of the Underlying Interest, where one or more
components aims to track the gross total return of its Target Index, reduced by an Adjusted
Return Factor. The yield of the Underlying Interest is included in the Closing Levels. The trailing
12- month yield of the constituent securities of the Target Index as of May 30, 2025 was 3.97%.
There is no assurance that the yield of the Underlying Interest will be maintained at or above
current or historical levels.

Initial Valuation Date: The Issue Date, provided that if such day is not an Exchange Business Day, then the Initial
Valuation Date will be the first succeeding day that is an Exchange Business Day, subject to the
occurrence of a Market Disruption Event.
Auto-Call Feature: The Notes will be automatically called by the Bank if the Closing Level on a Valuation Date
after the thirty-fifth Valuation Date is greater than or equal to the Auto-Call Level. If the Notes
are automatically called by the Bank, the Maturity Redemption Payment will be paid on the
applicable Auto-Call Date, the Notes will be redeemed and Noteholders will not be entitled to
receive any subsequent payments in respect of the Notes.
The first Auto-Call Date is July 20, 2028.

Auto-Call Dates: July 20, 2028, August 18, 2028, September 20, 2028, October 20, 2028, November 20, 2028,
December 20, 2028, January 22, 2029, February 21, 2029, March 20, 2029, April 20, 2029, May
18, 2029, June 20, 2029, July 20, 2029, August 20, 2029, September 20, 2029, October 19, 2029,
November 20, 2029, December 20, 2029, January 18, 2030, February 21, 2030, March 20, 2030,
April 22, 2030, May 21, 2030, June 20, 2030, July 19, 2030, August 20, 2030, September 20,
2030, October 21, 2030, November 20, 2030, December 20, 2030, January 20, 2031, February
21, 2031, March 20, 2031, April 18, 2031, May 21, 2031, June 20, 2031, July 18, 2031, August
20, 2031, September 19, 2031, October 20, 2031, November 20, 2031, December 19, 2031,

8
 January 20, 2032, February 23, 2032, March 19, 2032, April 20, 2032, May 20, 2032, June 18,
2032, and July 20, 2032 (which is also the Maturity Date)

Coupon Dates: August 20, 2025, September 19, 2025, October 20, 2025, November 20, 2025, December 19,
2025, January 20, 2026, February 23, 2026, March 20, 2026, April 20, 2026, May 21, 2026, June
19, 2026, July 20, 2026, August 20, 2026, September 18, 2026, October 20, 2026, November
20, 2026, December 18, 2026, January 20, 2027, February 22, 2027, March 19, 2027, April 20,
2027, May 20, 2027, June 18, 2027, July 20, 2027, August 20, 2027, September 20, 2027,
October 20, 2027, November 19, 2027, December 20, 2027, January 20, 2028, February 18,
2028, March 20, 2028, April 21, 2028, May 19, 2028, June 20, 2028, July 20, 2028, August 18,
2028, September 20, 2028, October 20, 2028, November 20, 2028, December 20, 2028, January
22, 2029, February 21, 2029, March 20, 2029, April 20, 2029, May 18, 2029, June 20, 2029, July
20, 2029, August 20, 2029, September 20, 2029, October 19, 2029, November 20, 2029,
December 20, 2029, January 18, 2030, February 21, 2030, March 20, 2030, April 22, 2030, May
21, 2030, June 20, 2030, July 19, 2030, August 20, 2030, September 20, 2030, October 21, 2030,
November 20, 2030, December 20, 2030, January 20, 2031, February 21, 2031, March 20, 2031,
April 18, 2031, May 21, 2031, June 20, 2031, July 18, 2031, August 20, 2031, September 19,
2031, October 20, 2031, November 20, 2031, December 19, 2031, January 20, 2032, February
23, 2032, March 19, 2032, April 20, 2032, May 20, 2032, June 18, 2032, and July 20, 2032
(which is also the Maturity Date)
Valuation Dates: August 14, 2025, September 15, 2025, October 14, 2025, November 14, 2025, December 15,
2025, January 14, 2026, February 17, 2026, March 16, 2026, April 14, 2026, May 14, 2026, June
15, 2026, July 14, 2026, August 14, 2026, September 14, 2026, October 14, 2026, November
16, 2026, December 14, 2026, January 14, 2027, February 16, 2027, March 15, 2027, April 14,
2027, May 14, 2027, June 14, 2027, July 14, 2027, August 16, 2027, September 14, 2027,
October 14, 2027, November 15, 2027, December 14, 2027, January 14, 2028, February 14,
2028, March 14, 2028, April 17, 2028, May 15, 2028, June 14, 2028, July 14, 2028, August 14,
2028, September 14, 2028, October 16, 2028, November 14, 2028, December 14, 2028, January
16, 2029, February 14, 2029, March 14, 2029, April 16, 2029, May 14, 2029, June 14, 2029, July
16, 2029, August 14, 2029, September 14, 2029, October 15, 2029, November 14, 2029,
December 14, 2029, January 14, 2030, February 14, 2030, March 14, 2030, April 15, 2030, May
14, 2030, June 14, 2030, July 15, 2030, August 14, 2030, September 16, 2030, October 15, 2030,
November 14, 2030, December 16, 2030, January 14, 2031, February 14, 2031, March 14, 2031,
April 14, 2031, May 14, 2031, June 16, 2031, July 14, 2031, August 14, 2031, September 15,
2031, October 14, 2031, November 14, 2031, December 15, 2031, January 14, 2032, February
17, 2032, March 15, 2032, April 14, 2032, May 14, 2032, June 14, 2032, and July 14, 2032,
provided that if any such day is not an Exchange Business Day, then such Valuation Date will
be the immediately following day that is an Exchange Business Day, subject to the occurrence
of a Market Disruption Event or a redemption by the Bank under Special Circumstances. With
respect to a Valuation Date, the applicable Auto-Call Date is the first Auto-Call Date that follows
the Valuation Date and the applicable Coupon Date is the first Coupon Date that follows the
Valuation Date.
Coupon: Noteholders may receive a Coupon on each Coupon Date unless the Notes have been
automatically called by the Bank prior to the applicable Valuation Date. If the Coupon Date is
not a Business Day, then the Coupon, if any, will be paid on the first succeeding day that is a
Business Day and no interest shall be paid in respect of such delay. A Noteholder may not elect
to receive a Coupon prior to the applicable Coupon Date. The Coupon for the relevant Coupon
Date will be calculated by the Calculation Agent in accordance with the applicable formula
below:
(i) if the Underlying Interest Return on the applicable Valuation Date is equal to or
greater than the Payment Threshold:
Coupon = Principal Amount × Payment Rate; or
(ii) if the Underlying Interest Return on the applicable Valuation Date is less than the
Payment Threshold:
Coupon = $0.
Maturity Redemption If the Notes are automatically called by the Bank, Noteholders will be paid the Maturity
Payment: Redemption Payment on the applicable Auto-Call Date, in addition to any Coupon payable on

9
 that date. If the Notes are not automatically called by the Bank, Noteholders will be paid the
Maturity Redemption Payment on the Maturity Date, in addition to any Coupon payable on that
date. A Noteholder may not elect to receive the Maturity Redemption Payment prior to the
Maturity Date. The Maturity Redemption Payment will be calculated by the Calculation Agent
in accordance with the applicable formula below:
(i) if the Closing Level on a Valuation Date after the thirty-fifth Valuation Date is
greater than or equal to the Auto-Call Level, the Notes will be automatically called
by the Bank and the Maturity Redemption Payment will equal:
𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡;
(ii) if the Notes have not been automatically called by the Bank and the Final Level is
greater than or equal to the Barrier Level, the Maturity Redemption Payment will
equal:
𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡; or
(iii) if the Notes have not been automatically called by the Bank and the Final Level is
less than the Barrier Level, the Maturity Redemption Payment will equal the greater
of:
(𝑎) 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 × (1 + 𝑈𝑛𝑑𝑒𝑟𝑙𝑦𝑖𝑛𝑔 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑅𝑒𝑡𝑢𝑟𝑛); 𝑎𝑛𝑑
(𝑏) $1 𝑝𝑒𝑟 𝑁𝑜𝑡𝑒.
The Maturity Redemption Payment will be less than the Principal Amount if the Notes are
not automatically called by the Bank and the Final Level is less than the Barrier Level.
Payment Threshold: -30%

Payment Rate: 0.615%

Assuming the Notes are not automatically called by the Bank and the applicable Underlying
Interest Return is equal to or greater than the Payment Threshold on each Valuation Date in a
given year, the effective annual Payment Rate would be 7.38% in such year.
Auto-Call Level: 110% of the Opening Level

Barrier Level: 70% of the Opening Level

Underlying Interest Return: With respect to a Valuation Date, the Underlying Interest Return will be an amount expressed
as a percentage calculated by the Calculation Agent in accordance with the following formula:
𝐶𝑙𝑜𝑠𝑖𝑛𝑔 𝐿𝑒𝑣𝑒𝑙 − 𝑂𝑝𝑒𝑛𝑖𝑛𝑔 𝐿𝑒𝑣𝑒𝑙
𝑈𝑛𝑑𝑒𝑟𝑙𝑦𝑖𝑛𝑔 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑅𝑒𝑡𝑢𝑟𝑛 =
𝑂𝑝𝑒𝑛𝑖𝑛𝑔 𝐿𝑒𝑣𝑒𝑙
The Underlying Interest Return will not take into account any dividends or distributions paid
on the components of the Underlying Interest.

Calculation Agent: The Bank, or such other calculation agent as may be appointed by the Bank from time to time.
Agents: TD Securities Inc. (“TDSI”) and Richardson Wealth Limited

Fees and Expenses: There is no selling agent’s commission payable in connection with a sale of the Notes.
Richardson Wealth Limited will be paid a fee of up to 0.15% of the aggregate issue price of the
Notes for acting as an independent agent. See “FEES AND EXPENSES”.
The fee of the independent agent is included in the issue price of the Notes. There are no
additional fees or expenses of the offering directly payable by Noteholders.
Eligibility: In the opinion of McCarthy Tétrault LLP, counsel to the Bank, the Notes, if issued on the date
hereof, would be, on such date, qualified investments under the Tax Act and the Regulations for
trusts governed by RRSPs, RRIFs, RESPs, RDSPs, deferred profit sharing plans (other than a
trust governed by a deferred profit sharing plan or revoked plan to which contributions are made
by the Bank or by an employer with which the Bank does not deal at arm’s length within the
meaning of the Tax Act), TFSAs and FHSAs, each as defined in the Tax Act.
See “ELIGIBILITY FOR INVESTMENT”.

10
Fundserv: TDN6206. See “PLAN OF DISTRIBUTION”.

Secondary Market: The Notes will not be listed on any stock exchange. TDSI intends, in normal market conditions,
to maintain a secondary market for the Notes, but is under no obligation to do so and if it does
do so, reserves the right not to do so in the future in its sole discretion, without providing notice
to Noteholders. Changes in laws and regulations may impact the ability of TDSI to maintain any
secondary market that may develop. A Noteholder who sells a Note to TDSI prior to the Maturity
Date will receive sale proceeds equal to the bid price of the Note provided by TDSI, if available,
determined at the time of sale. Any bid price of a Note may be affected by a number of
interrelated factors.
A sale of Notes originally purchased through Fundserv will be subject to certain additional
procedures and limitations established by Fundserv.
The Bank reserves the right to purchase for cancellation at its discretion any amount of Notes in
the secondary market, without notice to the Noteholders in general.
See “FEES AND EXPENSES”, “DESCRIPTION OF THE NOTES – Secondary Market” and
“PLAN OF DISTRIBUTION”.
CDIC: The Notes will not constitute deposits that are insured under the Canada Deposit Insurance
Corporation Act or any other deposit insurance regime designed to ensure the payment of all or
a portion of a deposit upon insolvency of the deposit-taking institution.

Book-Entry Registration: The Notes will be issued in book-entry form and will be represented by a registered global note
certificate held by CDS. Subject to limited exceptions, certificates evidencing the Notes will not
be available to purchasers and registration of ownership of the Notes will be made only through
CDS’s book-entry system.

Status: The payment obligations under the Notes constitute direct, unsecured and unsubordinated
obligations of the Bank and, except for certain statutory priorities, will rank pari passu with all
other present and future unsecured and unsubordinated indebtedness of the Bank. The Notes will
not constitute deposits that are insured under the Canada Deposit Insurance Corporation
Act.

Credit Rating: The Notes have not been rated by any rating agencies. The long-term debt (deposits) of the Bank
is, at the date of this Pricing Supplement, rated A+ by S&P, AA by DBRS and Aa3 by Moody’s.
There can be no assurance that, if the Notes were specifically rated by these agencies, they would
have the same ratings as the long-term debt (deposits) of the Bank. A credit rating is not a
recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal
at any time by the relevant rating agency.

Risk Factors: A person should consider carefully all information set forth in this Pricing Supplement and the
Prospectus and, in particular, the following risk factors set out below and in “RISK FACTORS”
in this Pricing Supplement and the Prospectus before reaching a decision to buy the Notes.
 Notes are Not Principal Protected
 The Notes May Be Automatically Called by The Bank
 Coupons May Not Be Payable
 Notes May Not Yield a Return
 Return on the Notes May Be Materially Different Than Return on the Underlying
Interest
 Performance of the Underlying Interest Will Reflect an Adjusted Return Factor
 Return on the Notes is Limited
 Suitability of the Notes for Investment
 Notes Differ from Conventional Investments
 An Investment in the Notes is Not an Investment in the Underlying Interest or Any
Component Thereof
 Performance of the Underlying Interest is Subject to Risk Factors Relating to
Certain Equity Securities
 Performance of the Underlying Interest is Affected by Ability of Constituents of a
Target Index to Pay Dividends
 The Underlying Interest has a Limited Performance History

11
  Notes are Subject to Concentration Risk
 There is No Assurance of a Secondary Market
 Potential Conflicts of Interest May Exist in Connection with the Notes
 Hedging Transactions May Affect the Underlying Interest
 There Are Tax Consequences Associated with an Investment in the Notes
 There May be Changes in Legislation or Administrative Practices that Adversely
Affect the Noteholders
 Independent Investigation Required
Ongoing Information Additional information about the Notes can be found on the TDSI Structured Notes website:
Relating to the Notes: [Link] The Bank will seek to make certain additional information
available on the TDSI Structured Notes website following the Issue Date, including: (i) TDSI’s
most recently available secondary market bid price of the Notes, if any, (ii) the Closing Level on
relevant dates, (iii) the performance of the Underlying Interest since the Initial Valuation Date,
and/or (iv) any other relevant measure(s) that would be used in the determination of Coupons
and the Maturity Redemption Payment. The information therein is not incorporated by reference
into this Pricing Supplement or the Prospectus.

FEES AND EXPENSES

The following fees and expenses relate to the Notes.

Selling Agent’s There is no selling agent’s commission payable in connection with a sale of the Notes. Richardson
Commission and Wealth Limited will be paid a fee of up to 0.15% of the aggregate issue price of the Notes for acting
Agent’s Fee: as an independent agent.
The fee of the independent agent is included in the issue price of the Notes. There are no additional
fees or expenses of the offering directly payable by Noteholders.
Hedging: From time to time, the Bank and/or its affiliates may enter into hedging transactions or unwind those
they have entered into. The Bank may benefit economically from the difference between the amount
it is obligated to pay under the Notes and the returns it may generate in hedging such
obligation. See “USE OF PROCEEDS AND HEDGING”.
Fees and Expenses of There are no additional fees or expenses of the offering directly payable by Noteholders.
the Offering:

DEFINITIONS

In addition to the terms defined in the Prospectus, unless the context otherwise requires, terms not otherwise defined in this Pricing
Supplement will have the meaning ascribed thereto hereunder:

“Adjusted Return Factor” has the meaning ascribed thereto under “THE UNDERLYING INTEREST”.

“Agents” means TDSI and Richardson Wealth Limited.

“Auto-Call Date” means July 20, 2028, August 18, 2028, September 20, 2028, October 20, 2028, November 20, 2028, December
20, 2028, January 22, 2029, February 21, 2029, March 20, 2029, April 20, 2029, May 18, 2029, June 20, 2029, July 20, 2029, August
20, 2029, September 20, 2029, October 19, 2029, November 20, 2029, December 20, 2029, January 18, 2030, February 21, 2030,
March 20, 2030, April 22, 2030, May 21, 2030, June 20, 2030, July 19, 2030, August 20, 2030, September 20, 2030, October 21,
2030, November 20, 2030, December 20, 2030, January 20, 2031, February 21, 2031, March 20, 2031, April 18, 2031, May 21,
2031, June 20, 2031, July 18, 2031, August 20, 2031, September 19, 2031, October 20, 2031, November 20, 2031, December 19,
2031, January 20, 2032, February 23, 2032, March 19, 2032, April 20, 2032, May 20, 2032, June 18, 2032, and July 20, 2032 (which
is also the Maturity Date).

“Auto-Call Feature” has the meaning ascribed thereto under “DESCRIPTION OF THE NOTES – Auto-Call Feature”.

“Auto-Call Level” means 110% of the Opening Level.

12
“Bank” means The Toronto-Dominion Bank.

“Barrier Level” means 70% of the Opening Level.

“Business Day” means a day, other than a Saturday or a Sunday, on which commercial banks are open for business in Toronto. If
any date on which any action is otherwise required to be taken in respect of the Notes is not a Business Day, the date on which such
action shall be taken shall, except as otherwise indicated, be the next following Business Day and, if the action involves payment of
any amount, no interest or other compensation shall be paid as a result of any such delay.

“Calculation Agent” means the calculation agent for the Notes appointed by the Bank from time to time. The Calculation Agent
initially will be the Bank.

“CDIC” means the Canada Deposit Insurance Corporation.

“CDS” means CDS Clearing and Depository Services Inc.

“Closing Level” means, in respect of an Exchange Business Day, the level of the Underlying Interest, calculated as one plus the sum
of the Weighted Returns for each component of the Underlying Interest on such Exchange Business Day, multiplied by 100.

“Closing Price” means, in respect of a component of the Underlying Interest and an Exchange Business Day, (i) where such
component is a share or reference unit, the official closing price for such share or reference unit as announced by the Exchange on
such Exchange Business Day, or (ii) where such component is an index, the official closing level of the index as calculated and
announced by the applicable Index Sponsor on such Exchange Business Day provided that, if on or after the Initial Valuation Date
such Exchange or Index Sponsor materially changes the time of day at which such official closing price or closing level is determined
or no longer announces such official closing price or closing level, the Calculation Agent may thereafter deem the Closing Price to
be the price of such share or reference unit or level of such index as of the time of day used by such Exchange or Index Sponsor, as
the case may be, to determine the official closing price or closing level prior to such change or failure to announce.

“Component Return” means, in respect of a component of the Underlying Interest and an Exchange Business Day, an amount
expressed as a percentage equal to (i) the Closing Price for such component of the Underlying Interest on such Exchange Business
Day minus the Initial Price, divided by (ii) the Initial Price.

“Component Weight” means, in respect of a component of the Underlying Interest, the value set out under the heading “Component
Weight” for such component of the Underlying Interest in the table included under “THE UNDERLYING INTEREST”.

“Coupon” has the meaning ascribed thereto under “CALCULATION OF PAYMENTS UNDER THE NOTES”.

“Coupon Dates” means August 20, 2025, September 19, 2025, October 20, 2025, November 20, 2025, December 19, 2025, January
20, 2026, February 23, 2026, March 20, 2026, April 20, 2026, May 21, 2026, June 19, 2026, July 20, 2026, August 20, 2026,
September 18, 2026, October 20, 2026, November 20, 2026, December 18, 2026, January 20, 2027, February 22, 2027, March 19,
2027, April 20, 2027, May 20, 2027, June 18, 2027, July 20, 2027, August 20, 2027, September 20, 2027, October 20, 2027,
November 19, 2027, December 20, 2027, January 20, 2028, February 18, 2028, March 20, 2028, April 21, 2028, May 19, 2028, June
20, 2028, July 20, 2028, August 18, 2028, September 20, 2028, October 20, 2028, November 20, 2028, December 20, 2028, January
22, 2029, February 21, 2029, March 20, 2029, April 20, 2029, May 18, 2029, June 20, 2029, July 20, 2029, August 20, 2029,
September 20, 2029, October 19, 2029, November 20, 2029, December 20, 2029, January 18, 2030, February 21, 2030, March 20,
2030, April 22, 2030, May 21, 2030, June 20, 2030, July 19, 2030, August 20, 2030, September 20, 2030, October 21, 2030,
November 20, 2030, December 20, 2030, January 20, 2031, February 21, 2031, March 20, 2031, April 18, 2031, May 21, 2031, June
20, 2031, July 18, 2031, August 20, 2031, September 19, 2031, October 20, 2031, November 20, 2031, December 19, 2031, January
20, 2032, February 23, 2032, March 19, 2032, April 20, 2032, May 20, 2032, June 18, 2032, and July 20, 2032 (which is also the
Maturity Date).

“CRA” means the Canada Revenue Agency.

“DBRS” means DBRS Limited.

“Dealer Agreement” means the dealer agreement dated September 9, 2024 between, among others, the Bank and the Agents, as
may be supplemented from time to time.

“Exchange” means, in respect of a component of the Underlying Interest, the exchange set out under the heading “Exchange” for
such component in the table included under “THE UNDERLYING INTEREST” or, in the case of a component of the Underlying
Interest that is an index, any exchange or trading system from which prices of securities are used from time to time in the computation
of the Closing Level of such index, provided that if such exchange is no longer the primary exchange for the trading of such

13
component of the Underlying Interest, as determined by the Calculation Agent, the Calculation Agent may designate another
exchange or trading system as the Exchange for such component of the Underlying Interest.

“Exchange Business Day” means, in respect of the Underlying Interest and each component thereof, any day on which the Exchange
and each Related Exchange for that component of the Underlying Interest is scheduled to be open for trading during its respective
regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.

“Final Level” means the Closing Level on the Final Valuation Date.

“Final Valuation Date” means the last Valuation Date prior to the Maturity Date.

“Fundserv” means the facility maintained and operated by Fundserv Inc. for electronic communication with participating
companies, including the receiving of orders, order match, contracting, registrations, settlement of orders, transmission of
confirmation of purchases, and the redemption of investments or instruments.

“Index” has the meaning ascribed thereto under “THE UNDERLYING INTEREST”.

“Index Sponsor” means an index sponsor in respect of a component of the Underlying Interest that is an index.

“Initial Price” means, in respect of a component of the Underlying Interest, the Closing Price for such component on the Initial
Valuation Date.

“Initial Valuation Date” means the Issue Date, provided that if such day is not an Exchange Business Day, then the Initial Valuation
Date will be the first succeeding day that is an Exchange Business Day, subject to the occurrence of a Market Disruption Event.

“Issue Date” means the date of closing of the offering of the Notes, being on or about July 14, 2025, but not later than August 14,
2025.

“Maturity Date” means July 20, 2032.

“Maturity Redemption Payment” has the meaning ascribed thereto under “CALCULATION OF PAYMENTS UNDER THE
NOTES”.

“Moody’s” means Moody’s Investors Service, Inc.

“Note” means a TD Canada Bank 57 AR Index-Linked Autocallable Coupon Note, Series 2411F.

“Noteholder” means a holder of Notes.

“Opening Level” means the Closing Level on the Initial Valuation Date, provided that if the Initial Valuation Date is not an
Exchange Business Day, the Opening Level will be the Closing Level on the first succeeding day that is an Exchange Business Day.

“Payment Rate” has the meaning ascribed thereto under “CALCULATION OF PAYMENTS UNDER THE NOTES”.

“Payment Threshold” means -30%.

“Principal Amount” means the original principal amount invested of $100 per Note.

“Proposals” has the meaning ascribed thereto under “CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS”.

“Prospectus” means the short form base shelf prospectus of the Bank dated September 9, 2024 relating to the offering of up to
$5,000,000,000 Senior Medium Term Notes of the Bank.

“Regulations” means the Income Tax Regulations (Canada).

“Related Exchange” means any exchange or quotation system on which futures, options or other similar instruments related to a
component of the Underlying Interest are listed or traded from time to time.

“S&P” means Standard & Poor’s Financial Services LLC.

“Scheduled Closing Time” means, in respect of an Exchange or Related Exchange and an Exchange Business Day, the scheduled
weekday closing time of such Exchange or Related Exchange on such Exchange Business Day, without regard to after hours or any
other trading outside of the regular trading session hours.

14
“Target Index” has the meaning ascribed thereto under “THE UNDERLYING INTEREST”.

“Tax Act” means the Income Tax Act (Canada).

“TDSI” means TD Securities Inc.

“Underlying Interest” has the meaning ascribed thereto under “THE UNDERLYING INTEREST”.

“Underlying Interest Return” has the meaning ascribed thereto under “CALCULATION OF PAYMENTS UNDER THE
NOTES”.

“Valuation Date” means August 14, 2025, September 15, 2025, October 14, 2025, November 14, 2025, December 15, 2025, January
14, 2026, February 17, 2026, March 16, 2026, April 14, 2026, May 14, 2026, June 15, 2026, July 14, 2026, August 14, 2026,
September 14, 2026, October 14, 2026, November 16, 2026, December 14, 2026, January 14, 2027, February 16, 2027, March 15,
2027, April 14, 2027, May 14, 2027, June 14, 2027, July 14, 2027, August 16, 2027, September 14, 2027, October 14, 2027,
November 15, 2027, December 14, 2027, January 14, 2028, February 14, 2028, March 14, 2028, April 17, 2028, May 15, 2028, June
14, 2028, July 14, 2028, August 14, 2028, September 14, 2028, October 16, 2028, November 14, 2028, December 14, 2028, January
16, 2029, February 14, 2029, March 14, 2029, April 16, 2029, May 14, 2029, June 14, 2029, July 16, 2029, August 14, 2029,
September 14, 2029, October 15, 2029, November 14, 2029, December 14, 2029, January 14, 2030, February 14, 2030, March 14,
2030, April 15, 2030, May 14, 2030, June 14, 2030, July 15, 2030, August 14, 2030, September 16, 2030, October 15, 2030,
November 14, 2030, December 16, 2030, January 14, 2031, February 14, 2031, March 14, 2031, April 14, 2031, May 14, 2031, June
16, 2031, July 14, 2031, August 14, 2031, September 15, 2031, October 14, 2031, November 14, 2031, December 15, 2031, January
14, 2032, February 17, 2032, March 15, 2032, April 14, 2032, May 14, 2032, June 14, 2032, and July 14, 2032, provided that if any
such day is not an Exchange Business Day, then such Valuation Date will be the immediately following day that is an Exchange
Business Day, subject to the occurrence of a Market Disruption Event or a redemption by the Bank under Special Circumstances.

“Weighted Return” means, in respect of a component of the Underlying Interest and an Exchange Business Day, an amount
expressed as a percentage equal to the product of the Component Return on such Exchange Business Day, and the Component Weight
for such component of the Underlying Interest.

“$” means Canadian dollars, unless otherwise specified.

CALCULATION OF PAYMENTS UNDER THE NOTES

Noteholders may receive a Coupon on each Coupon Date unless the Notes have been automatically called by the Bank prior to the
applicable Valuation Date. Each Coupon will be subject to the occurrence of a Market Disruption Event or redemption by the Bank
under Special Circumstances. If a Coupon Date is not a Business Day, then the Coupon, if any, will be paid on the first succeeding
day that is a Business Day and no interest shall be paid in respect of such delay. A Noteholder may not elect to receive a Coupon
prior to the applicable Coupon Date.
“Coupon” means an amount that will be calculated by the Calculation Agent on a Valuation Date, in accordance with the applicable
formula below:
(i) if the Underlying Interest Return on the applicable Valuation Date is equal to or greater than the Payment
Threshold:
𝐶𝑜𝑢𝑝𝑜𝑛 = 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 × 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 𝑅𝑎𝑡𝑒; 𝑜𝑟
(ii) if the Underlying Interest Return on the applicable Valuation Date is less than the Payment Threshold:
𝐶𝑜𝑢𝑝𝑜𝑛 = $0.
“Payment Rate” means 0.615%. Assuming the Notes are not automatically called by the Bank and the applicable Underlying Interest
Return is equal to or greater than the Payment Threshold on each Valuation Date in a given year, the effective annual Payment Rate
would be 7.38% in such year.
If the Notes are automatically called by the Bank, Noteholders will be paid the Maturity Redemption Payment on the applicable
Auto-Call Date, in addition to any Coupon payable on that date. If the Notes are not automatically called by the Bank, Noteholders
will be paid the Maturity Redemption Payment on the Maturity Date, in addition to any Coupon payable on that date. The Maturity
Redemption Payment is subject to the occurrence of a Market Disruption Event or redemption by the Bank under Special
Circumstances.

15
“Maturity Redemption Payment” means an amount that will be calculated by the Calculation Agent on the relevant Valuation
Date (including, if the Notes are not automatically called by the Bank, on the Final Valuation Date) in accordance with the applicable
formula below:
(i) if the Closing Level on a Valuation Date after the thirty-fifth Valuation Date is greater than or equal to the Auto-
Call Level, the Notes will be automatically called by the Bank and the Maturity Redemption Payment will
equal:
𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡;
(ii) if the Notes have not been automatically called by the Bank and the Final Level is greater than or equal to the
Barrier Level, the Maturity Redemption Payment will equal:
𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡; or
(iii) if the Notes have not been automatically called by the Bank and the Final Level is less than the Barrier Level,
the Maturity Redemption Payment will equal the greater of:
(𝑎) 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 × (1 + 𝑈𝑛𝑑𝑒𝑟𝑙𝑦𝑖𝑛𝑔 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑅𝑒𝑡𝑢𝑟𝑛); and
(𝑏) $1 𝑝𝑒𝑟 𝑁𝑜𝑡𝑒.
The Maturity Redemption Payment will be less than the Principal Amount if the Notes are not automatically called by the
Bank and the Final Level is less than the Barrier Level.
“Underlying Interest Return” is calculated by the Calculation Agent on a Valuation Date as follows:
𝐶𝑙𝑜𝑠𝑖𝑛𝑔 𝐿𝑒𝑣𝑒𝑙 − 𝑂𝑝𝑒𝑛𝑖𝑛𝑔 𝐿𝑒𝑣𝑒𝑙
𝑈𝑛𝑑𝑒𝑟𝑙𝑦𝑖𝑛𝑔 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑅𝑒𝑡𝑢𝑟𝑛 =
𝑂𝑝𝑒𝑛𝑖𝑛𝑔 𝐿𝑒𝑣𝑒𝑙

SAMPLE CALCULATIONS

The examples set out below are included for illustrative purposes only. The levels used in the examples are not estimates or forecasts
of the Closing Level on the relevant dates. Neither the Bank nor either of the Agents predicts or guarantees any gain or particular
return on the Notes. The following examples assume an initial investment of $100,000.00 (1,000 Notes), that the Notes are held until
maturity or redemption and that the Closing Levels follow the paths shown in the charts below:

16
Example #1: Closing Level on every Valuation Date after the thirty-fifth Valuation Date is less than the Auto-Call Level, the
Underlying Interest Return on every Valuation Date is less than the Payment Threshold, and the Final Level is less than the
Barrier Level.
Valuation Closing Level Underlying Coupon Auto-Call Maturity
Date Interest Level & Redemption
Return Feature Payment
0 1,170.00 1,287.00
1 778.00 -33.50427% $0.00 N/A
2 726.00 -37.94872% $0.00 N/A
3 686.00 -41.36752% $0.00 N/A
4 735.00 -37.17949% $0.00 N/A
5 735.00 -37.17949% $0.00 N/A
6 743.00 -36.49573% $0.00 N/A
7 710.00 -39.31624% $0.00 N/A
8 726.00 -37.94872% $0.00 N/A
9 735.00 -37.17949% $0.00 N/A
10 710.00 -39.31624% $0.00 N/A
11 751.00 -35.81197% $0.00 N/A
12 702.00 -40.00000% $0.00 N/A
13 718.00 -38.63248% $0.00 N/A
14 726.00 -37.94872% $0.00 N/A
15 686.00 -41.36752% $0.00 N/A
16 735.00 -37.17949% $0.00 N/A
17 735.00 -37.17949% $0.00 N/A
18 743.00 -36.49573% $0.00 N/A
19 710.00 -39.31624% $0.00 N/A
20 718.00 -38.63248% $0.00 N/A
21 678.00 -42.05128% $0.00 N/A
22 563.00 -51.88034% $0.00 N/A
23 555.00 -52.56410% $0.00 N/A
24 563.00 -51.88034% $0.00 N/A
25 580.00 -50.42735% $0.00 N/A
26 580.00 -50.42735% $0.00 N/A
27 629.00 -46.23932% $0.00 N/A
28 596.00 -49.05983% $0.00 N/A
29 588.00 -49.74359% $0.00 N/A
30 669.00 -42.82051% $0.00 N/A
31 686.00 -41.36752% $0.00 N/A
32 686.00 -41.36752% $0.00 N/A
33 726.00 -37.94872% $0.00 N/A
34 775.00 -33.76068% $0.00 N/A
35 726.00 -37.94872% $0.00 N/A
36 763.00 -34.78632% $0.00 NO
37 763.00 -34.78632% $0.00 NO
38 756.00 -35.38462% $0.00 NO
39 756.00 -35.38462% $0.00 NO
40 748.00 -36.06838% $0.00 NO
41 721.00 -38.37607% $0.00 NO
42 701.00 -40.08547% $0.00 NO
43 748.00 -36.06838% $0.00 NO
44 710.00 -39.31624% $0.00 NO
45 704.00 -39.82906% $0.00 NO
46 686.00 -41.36752% $0.00 NO
47 643.00 -45.04274% $0.00 NO
48 655.00 -44.01709% $0.00 NO
49 588.00 -49.74359% $0.00 NO
50 600.00 -48.71795% $0.00 NO
51 582.00 -50.25641% $0.00 NO
52 575.00 -50.85470% $0.00 NO
53 588.00 -49.74359% $0.00 NO
54 612.00 -47.69231% $0.00 NO
55 582.00 -50.25641% $0.00 NO
56 624.00 -46.66667% $0.00 NO
57 618.00 -47.17949% $0.00 NO
58 569.00 -51.36752% $0.00 NO
59 588.00 -49.74359% $0.00 NO
60 545.00 -53.41880% $0.00 NO
61 563.00 -51.88034% $0.00 NO
62 588.00 -49.74359% $0.00 NO
63 551.00 -52.90598% $0.00 NO
64 539.00 -53.93162% $0.00 NO
65 502.00 -57.09402% $0.00 NO
66 545.00 -53.41880% $0.00 NO
67 594.00 -49.23077% $0.00 NO
68 575.00 -50.85470% $0.00 NO
69 582.00 -50.25641% $0.00 NO
70 606.00 -48.20513% $0.00 NO
71 582.00 -50.25641% $0.00 NO
72 594.00 -49.23077% $0.00 NO
73 575.00 -50.85470% $0.00 NO
74 612.00 -47.69231% $0.00 NO
75 631.00 -46.06838% $0.00 NO
76 667.00 -42.99145% $0.00 NO
77 661.00 -43.50427% $0.00 NO
78 692.00 -40.85470% $0.00 NO
79 680.00 -41.88034% $0.00 NO
80 698.00 -40.34188% $0.00 NO
81 686.00 -41.36752% $0.00 NO
82 655.00 -44.01709% $0.00 NO
83 667.00 -42.99145% $0.00 NO
84 585.00 -50.00000% $0.00 NO $50,000.00
Total Coupons: $0.00
Total (Coupons and Maturity Redemption Payment): $50,000.00
Annual Compounded Rate of Return: -9.40%

17
The Notes are not automatically called by the Bank because the Closing Level on every Valuation Date after the thirty-fifth Valuation
Date is less than the Auto-Call Level. The Noteholder does not receive any Coupons because the Underlying Interest Return on every
Valuation Date is less than the Payment Threshold. Since the Final Level is less than the Barrier Level, the Maturity Redemption
Payment would equal:
𝑀𝑎𝑡𝑢𝑟𝑖𝑡𝑦 𝑅𝑒𝑑𝑒𝑚𝑝𝑡𝑖𝑜𝑛 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 = 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 × (1 + 𝑈𝑛𝑑𝑒𝑟𝑙𝑦𝑖𝑛𝑔 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑅𝑒𝑡𝑢𝑟𝑛)
= $100,000.00 × (1 – 50.00000%) = $50,000.00
In this example, the Noteholder would receive the Maturity Redemption Payment of $50,000.00 on the Maturity Date, and the Notes
yield an annualized compound rate of return of approximately -9.40%. In this example, the Noteholder would not receive any
Coupons and the Maturity Redemption Payment would be less than the amount originally invested in the Notes.

18
Example #2: Closing Level on every Valuation Date after the thirty-fifth Valuation Date is less than the Auto-Call Level, the
Underlying Interest Return on forty-five of the Valuation Dates is greater than the Payment Threshold, and the Final Level
is greater than the Barrier Level.
Valuation Closing Level Underlying Coupon Auto-Call Maturity
Date Interest Level & Redemption
Return Feature Payment
0 1,170.00 1,287.00
1 778.00 -33.50427% $0.00 N/A
2 787.00 -32.73504% $0.00 N/A
3 743.00 -36.49573% $0.00 N/A
4 796.00 -31.96581% $0.00 N/A
5 796.00 -31.96581% $0.00 N/A
6 805.00 -31.19658% $0.00 N/A
7 769.00 -34.27350% $0.00 N/A
8 787.00 -32.73504% $0.00 N/A
9 796.00 -31.96581% $0.00 N/A
10 769.00 -34.27350% $0.00 N/A
11 814.00 -30.42735% $0.00 N/A
12 761.00 -34.95726% $0.00 N/A
13 778.00 -33.50427% $0.00 N/A
14 787.00 -32.73504% $0.00 N/A
15 743.00 -36.49573% $0.00 N/A
16 796.00 -31.96581% $0.00 N/A
17 796.00 -31.96581% $0.00 N/A
18 805.00 -31.19658% $0.00 N/A
19 769.00 -34.27350% $0.00 N/A
20 778.00 -33.50427% $0.00 N/A
21 734.00 -37.26496% $0.00 N/A
22 610.00 -47.86325% $0.00 N/A
23 601.00 -48.63248% $0.00 N/A
24 610.00 -47.86325% $0.00 N/A
25 628.00 -46.32479% $0.00 N/A
26 628.00 -46.32479% $0.00 N/A
27 681.00 -41.79487% $0.00 N/A
28 646.00 -44.78632% $0.00 N/A
29 637.00 -45.55556% $0.00 N/A
30 725.00 -38.03419% $0.00 N/A
31 743.00 -36.49573% $0.00 N/A
32 743.00 -36.49573% $0.00 N/A
33 787.00 -32.73504% $0.00 N/A
34 840.00 -28.20513% $615.00 N/A
35 858.00 -26.66667% $615.00 N/A
36 902.00 -22.90598% $615.00 NO
37 902.00 -22.90598% $615.00 NO
38 893.00 -23.67521% $615.00 NO
39 893.00 -23.67521% $615.00 NO
40 884.00 -24.44444% $615.00 NO
41 937.00 -19.91453% $615.00 NO
42 911.00 -22.13675% $615.00 NO
43 973.00 -16.83761% $615.00 NO
44 1,026.00 -12.30769% $615.00 NO
45 1,017.00 -13.07692% $615.00 NO
46 990.00 -15.38462% $615.00 NO
47 929.00 -20.59829% $615.00 NO
48 946.00 -19.14530% $615.00 NO
49 849.00 -27.43590% $615.00 NO
50 867.00 -25.89744% $615.00 NO
51 840.00 -28.20513% $615.00 NO
52 831.00 -28.97436% $615.00 NO
53 849.00 -27.43590% $615.00 NO
54 884.00 -24.44444% $615.00 NO
55 840.00 -28.20513% $615.00 NO
56 902.00 -22.90598% $615.00 NO
57 893.00 -23.67521% $615.00 NO
58 822.00 -29.74359% $615.00 NO
59 849.00 -27.43590% $615.00 NO
60 787.00 -32.73504% $0.00 NO
61 814.00 -30.42735% $0.00 NO
62 849.00 -27.43590% $615.00 NO
63 796.00 -31.96581% $0.00 NO
64 778.00 -33.50427% $0.00 NO
65 725.00 -38.03419% $0.00 NO
66 787.00 -32.73504% $0.00 NO
67 858.00 -26.66667% $615.00 NO
68 831.00 -28.97436% $615.00 NO
69 840.00 -28.20513% $615.00 NO
70 875.00 -25.21368% $615.00 NO
71 840.00 -28.20513% $615.00 NO
72 858.00 -26.66667% $615.00 NO
73 831.00 -28.97436% $615.00 NO
74 884.00 -24.44444% $615.00 NO
75 911.00 -22.13675% $615.00 NO
76 964.00 -17.60684% $615.00 NO
77 955.00 -18.37607% $615.00 NO
78 999.00 -14.61538% $615.00 NO
79 982.00 -16.06838% $615.00 NO
80 1,008.00 -13.84615% $615.00 NO
81 990.00 -15.38462% $615.00 NO
82 946.00 -19.14530% $615.00 NO
83 964.00 -17.60684% $615.00 NO
84 1,035.00 -11.53846% $615.00 NO $100,000.00
Total Coupons: $27,675.00
Total (Coupons and Maturity Redemption Payment): $127,675.00
Annual Compounded Rate of Return: 3.81%

19
The Notes are not automatically called by the Bank because the Closing Level on every Valuation Date after the thirty-fifth Valuation
Date is less than the Auto-Call Level. The Noteholder receives a Coupon on forty-five Coupon Dates because the Underlying Interest
Return on the relevant Valuation Dates is greater than or equal to the Payment Threshold. No Coupons are paid in respect of the
remaining Coupon Dates because the Underlying Interest Return is less than the Payment Threshold on the relevant Valuation Dates.
Coupons (Coupon Dates: as per table above): 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 × 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 𝑅𝑎𝑡𝑒 = $100,000.00 × 0.615%
= $615.00; 𝑜𝑟
𝑁𝑜 𝐶𝑜𝑢𝑝𝑜𝑛 𝑖𝑠 𝑝𝑎𝑦𝑎𝑏𝑙𝑒
Since the Notes are not automatically called by the Bank and the Final Level is greater than the Barrier Level, the Maturity
Redemption Payment would equal the Principal Amount.
𝑀𝑎𝑡𝑢𝑟𝑖𝑡𝑦 𝑅𝑒𝑑𝑒𝑚𝑝𝑡𝑖𝑜𝑛 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 = 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 = $100,000.00
In this example, the Noteholder would receive Coupons totaling $27,675.00 and the Maturity Redemption Payment of $100,000.00
on the Maturity Date. The Notes in this example yield an annualized compound rate of return of approximately 3.81%, assuming that
the Coupons paid are reinvested at such rate.

20
Example #3: Closing Level on the Valuation Date immediately preceding the first Auto-Call Date is greater than the Auto-
Call Level.
Valuation Closing Level Underlying Coupon Auto-Call Maturity
Date Interest Level & Redemption
Return Feature Payment
0 1,170.00 1,287.00
1 1,437.00 22.82051% $615.00 N/A
2 1,453.00 24.18803% $615.00 N/A
3 1,371.00 17.17949% $615.00 N/A
4 1,469.00 25.55556% $615.00 N/A
5 1,469.00 25.55556% $615.00 N/A
6 1,486.00 27.00855% $615.00 N/A
7 1,420.00 21.36752% $615.00 N/A
8 1,453.00 24.18803% $615.00 N/A
9 1,469.00 25.55556% $615.00 N/A
10 1,420.00 21.36752% $615.00 N/A
11 1,502.00 28.37607% $615.00 N/A
12 1,404.00 20.00000% $615.00 N/A
13 1,437.00 22.82051% $615.00 N/A
14 1,453.00 24.18803% $615.00 N/A
15 1,371.00 17.17949% $615.00 N/A
16 1,469.00 25.55556% $615.00 N/A
17 1,469.00 25.55556% $615.00 N/A
18 1,486.00 27.00855% $615.00 N/A
19 1,420.00 21.36752% $615.00 N/A
20 1,437.00 22.82051% $615.00 N/A
21 1,355.00 15.81197% $615.00 N/A
22 1,408.00 20.34188% $615.00 N/A
23 1,388.00 18.63248% $615.00 N/A
24 1,408.00 20.34188% $615.00 N/A
25 1,449.00 23.84615% $615.00 N/A
26 1,449.00 23.84615% $615.00 N/A
27 1,571.00 34.27350% $615.00 N/A
28 1,490.00 27.35043% $615.00 N/A
29 1,469.00 25.55556% $615.00 N/A
30 1,673.00 42.99145% $615.00 N/A
31 1,714.00 46.49573% $615.00 N/A
32 1,714.00 46.49573% $615.00 N/A
33 1,816.00 55.21368% $615.00 N/A
34 1,939.00 65.72650% $615.00 N/A
35 1,979.00 69.14530% $615.00 N/A
36 2,082.00 77.94872% $615.00 YES $100,000.00
37 - -
38 - -
39 - -
40 - -
41 - -
42 - -
43 - -
44 - -
45 - -
46 - -
47 - -
48 - -
49 - -
50 - -
51 - -
52 - -
53 - -
54 - -
55 - -
56 - -
57 - -
58 - -
59 - -
60 - -
61 - -
62 - -
63 - -
64 - -
65 - -
66 - -
67 - -
68 - -
69 - -
70 - -
71 - -
72 - -
73 - -
74 - -
75 - -
76 - -
77 - -
78 - -
79 - -
80 - -
81 - -
82 - -
83 - -
84 - -
Total Coupons: $22,140.00
Total (Coupons and Maturity Redemption Payment): $122,140.00
Annual Compounded Rate of Return: 7.58%

21
The Notes are automatically called by the Bank on the first Auto-Call Date because the Closing Level on the Valuation Date
immediately preceding the first Auto-Call Date is greater than the Auto-Call Level. The Noteholder receives a Coupon on the first
thirty-six Coupon Dates because the Underlying Interest Return on the relevant Valuation Dates exceeds the Payment Threshold.
Coupons (Coupon Dates: as per table above): 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 × 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 𝑅𝑎𝑡𝑒 = $100,000.00 × 0.615%
= $615.00
Since the Closing Level on the Valuation Date immediately preceding the first Auto-Call Date is greater than the Auto-Call Level,
the Maturity Redemption Payment would be calculated as follows:
𝑀𝑎𝑡𝑢𝑟𝑖𝑡𝑦 𝑅𝑒𝑑𝑒𝑚𝑝𝑡𝑖𝑜𝑛 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 = 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 = $100,000.00
In this example, the Noteholder would receive Coupons totaling $22,140.00 and the Maturity Redemption Payment of $100,000.00
on the first Auto-Call Date. The Notes in this example yield an annualized compound rate of return of approximately 7.58%, assuming
that the Coupons paid are reinvested at such rate.

22
Example #4: Closing Level on every Valuation Date after the thirty-fifth Valuation Date is less than the Auto-Call Level, the
Underlying Interest Return on every Valuation Date is greater than the Payment Threshold, and the Final Level is greater
than the Barrier Level.
Valuation Closing Level Underlying Coupon Auto-Call Maturity
Date Interest Level & Redemption
Return Feature Payment
0 1,170.00 1,287.00
1 1,077.00 -7.94872% $615.00 N/A
2 1,090.00 -6.83761% $615.00 N/A
3 1,029.00 -12.05128% $615.00 N/A
4 1,102.00 -5.81197% $615.00 N/A
5 1,102.00 -5.81197% $615.00 N/A
6 1,114.00 -4.78632% $615.00 N/A
7 1,065.00 -8.97436% $615.00 N/A
8 1,090.00 -6.83761% $615.00 N/A
9 1,102.00 -5.81197% $615.00 N/A
10 1,065.00 -8.97436% $615.00 N/A
11 1,126.00 -3.76068% $615.00 N/A
12 1,053.00 -10.00000% $615.00 N/A
13 1,077.00 -7.94872% $615.00 N/A
14 1,090.00 -6.83761% $615.00 N/A
15 1,029.00 -12.05128% $615.00 N/A
16 1,102.00 -5.81197% $615.00 N/A
17 1,102.00 -5.81197% $615.00 N/A
18 1,114.00 -4.78632% $615.00 N/A
19 1,065.00 -8.97436% $615.00 N/A
20 1,077.00 -7.94872% $615.00 N/A
21 1,016.00 -13.16239% $615.00 N/A
22 892.00 -23.76068% $615.00 N/A
23 879.00 -24.87179% $615.00 N/A
24 892.00 -23.76068% $615.00 N/A
25 918.00 -21.53846% $615.00 N/A
26 918.00 -21.53846% $615.00 N/A
27 995.00 -14.95726% $615.00 N/A
28 943.00 -19.40171% $615.00 N/A
29 931.00 -20.42735% $615.00 N/A
30 1,060.00 -9.40171% $615.00 N/A
31 1,086.00 -7.17949% $615.00 N/A
32 1,086.00 -7.17949% $615.00 N/A
33 1,150.00 -1.70940% $615.00 N/A
34 1,163.00 -0.59829% $615.00 N/A
35 1,188.00 1.53846% $615.00 N/A
36 1,180.00 0.85470% $615.00 NO
37 1,180.00 0.85470% $615.00 NO
38 1,168.00 -0.17094% $615.00 NO
39 1,168.00 -0.17094% $615.00 NO
40 1,156.00 -1.19658% $615.00 NO
41 1,154.00 -1.36752% $615.00 NO
42 1,121.00 -4.18803% $615.00 NO
43 1,197.00 2.30769% $615.00 NO
44 1,184.00 1.19658% $615.00 NO
45 1,173.00 0.25641% $615.00 NO
46 1,143.00 -2.30769% $615.00 NO
47 1,071.00 -8.46154% $615.00 NO
48 1,092.00 -6.66667% $615.00 NO
49 980.00 -16.23932% $615.00 NO
50 1,000.00 -14.52991% $615.00 NO
51 969.00 -17.17949% $615.00 NO
52 959.00 -18.03419% $615.00 NO
53 980.00 -16.23932% $615.00 NO
54 1,020.00 -12.82051% $615.00 NO
55 969.00 -17.17949% $615.00 NO
56 1,041.00 -11.02564% $615.00 NO
57 1,031.00 -11.88034% $615.00 NO
58 949.00 -18.88889% $615.00 NO
59 980.00 -16.23932% $615.00 NO
60 908.00 -22.39316% $615.00 NO
61 939.00 -19.74359% $615.00 NO
62 980.00 -16.23932% $615.00 NO
63 918.00 -21.53846% $615.00 NO
64 898.00 -23.24786% $615.00 NO
65 892.00 -23.76068% $615.00 NO
66 969.00 -17.17949% $615.00 NO
67 1,056.00 -9.74359% $615.00 NO
68 1,023.00 -12.56410% $615.00 NO
69 1,034.00 -11.62393% $615.00 NO
70 1,077.00 -7.94872% $615.00 NO
71 1,034.00 -11.62393% $615.00 NO
72 1,056.00 -9.74359% $615.00 NO
73 1,023.00 -12.56410% $615.00 NO
74 1,088.00 -7.00855% $615.00 NO
75 1,121.00 -4.18803% $615.00 NO
76 1,186.00 1.36752% $615.00 NO
77 1,175.00 0.42735% $615.00 NO
78 1,153.00 -1.45299% $615.00 NO
79 1,133.00 -3.16239% $615.00 NO
80 1,163.00 -0.59829% $615.00 NO
81 1,143.00 -2.30769% $615.00 NO
82 1,092.00 -6.66667% $615.00 NO
83 1,112.00 -4.95726% $615.00 NO
84 1,194.00 2.05128% $615.00 NO $100,000.00
Total Coupons: $51,660.00
Total (Coupons and Maturity Redemption Payment): $151,660.00
Annual Compounded Rate of Return: 7.60%

23
The Notes are not automatically called by the Bank because the Closing Level on every Valuation Date after the thirty-fifth Valuation
Date is less than the Auto-Call Level. The Noteholder receives a Coupon on each Coupon Date because the Underlying Interest
Return on every Valuation Date is greater than or equal to the Payment Threshold. The Final Level is greater than the Barrier Level.
Coupons (All Coupon Dates): 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 × 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 𝑅𝑎𝑡𝑒 = $100,000.00 × 0.615% = $615.00
Since the Notes are not automatically called by the Bank and the Final Level is greater than the Barrier Level, the Maturity
Redemption Payment would equal the Principal Amount.
𝑀𝑎𝑡𝑢𝑟𝑖𝑡𝑦 𝑅𝑒𝑑𝑒𝑚𝑝𝑡𝑖𝑜𝑛 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 = 𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡 = $100,000.00
In this example, the Noteholder would receive Coupons totaling $51,660.00 and the Maturity Redemption Payment of $100,000.00
on the Maturity Date. The Notes in this example yield an annualized compound rate of return of approximately 7.60%, assuming that
the Coupons paid are reinvested at such rate.

THE UNDERLYING INTEREST

The Underlying Interest is initially comprised of the following component(s) (collectively, the “Underlying Interest”), subject to
change in accordance with provisions outlined in the Prospectus under “DESCRIPTION OF THE NOTES – Market Disruption
Events, Adjustments, Substitutions and Other Special Circumstances”.

Component Type Ticker Exchange Currency Component

Weight
Solactive Canada Bank 57 AR Index Index SOLCAB57 N/A N/A 1/1
The Underlying Interest is a notional exposure only. Noteholders will not have any direct or indirect ownership interest or rights
(including, without limitation, voting rights or rights to receive dividends or distributions) in the Underlying Interest, nor in any
component thereof. Noteholders will not have any direct or indirect recourse to either the Underlying Interest or to any component
thereof.
The Closing Levels reflect only the performance of the Underlying Interest, where one or more components aims to track the gross
total return of its Target Index, reduced by an Adjusted Return Factor. The yield of the Underlying Interest is included in the Closing
Levels. There is no assurance that the yield of the Underlying Interest will be maintained at or above current or historical levels.
All information in this Pricing Supplement relating to the Underlying Interest and to any component thereof is presented in summary
form and is derived from publicly available sources and assumed to be reliable, although its accuracy cannot be guaranteed. Neither
the Bank nor either of the Agents makes any representation regarding the accuracy or completeness of such information, except as
required by applicable securities law in relation to such information relating to the Bank that forms part of the Prospectus. Noteholders
may consult the internet sites managed by persons responsible for any component of the Underlying Interest, and, in the case of an
Underlying Interest or component thereof that references a reporting issuer in Canada or the United States of America, SEDAR+ or
EDGAR, as applicable, for more detailed information on such reporting issuer. Information from these websites is not incorporated
by reference into this Pricing Supplement, except to the extent that certain documents filed by the Bank and available on SEDAR+
have expressly been incorporated by reference into this Pricing Supplement as set out above (see “DOCUMENTS INCORPORATED
BY REFERENCE”).
There can be no guarantee that the Underlying Interest or any component thereof will maintain its current level of capitalization or
continue to operate its businesses with emphasis on the areas indicated. Historical performance is representative of historical
performance only and is not indicative of, or a representation or guarantee of, future performance.
Each component of the Underlying Interest is described below. The chart accompanying each description illustrates 10 years of
monthly Closing Prices through May 30, 2025 for the applicable component of the Underlying Interest (where available). Market
capitalization or net asset value figures shown, as applicable, are in Canadian dollars as at May 30, 2025.

24
Solactive Canada Bank 57 AR Index
Index Sponsor: Solactive AG
Adjusted Return Factor: 57 index points per annum (see
below)
Target Index: Solactive Canada Bank TR Index
The Solactive Canada Bank 57 AR Index aims to track the
gross total return performance of the Target Index, subject
to a reduction of a synthetic dividend of 57 index points
per annum (the "Adjusted Return Factor"). The Adjusted
Return Factor is applied by the Index Sponsor on a daily
basis at the time the Closing Level is calculated.
The Target Index is a free-float market capitalization
weighted equity index of Canadian issuers primarily listed
on the Toronto Stock Exchange that are classified by the
Index Sponsor as “Major Banks” or “Regional Banks”.
The issuers included in the Target Index must have a
minimum free-float market capitalization of $4 billion and
such issuers must have a minimum average daily trading
value over the last six months of $10 million, as calculated
by the Index Sponsor. The Target Index is a gross total
return index that seeks to replicate the overall return from
holding a portfolio consisting of the constituent securities
of such index. For the calculation of the level of the Target
Index, any dividends or other distributions paid on the
constituent securities of such index are reinvested across
all the constituent securities of the Target Index, without
deduction of any withholding tax or other amounts to
which an investor holding the constituent securities of the
Target Index would typically be exposed. The trailing 12-
month yield of the constituent securities of the Target
Index as of May 30, 2025 was 3.97%.
The Solactive Canada Bank 57 AR Index was first
launched and published on September 6, 2024. The
applicable Target Index was first launched on July 28,
2017. Additional information in respect of the Solactive
Canada Bank 57 AR Index and the Target Index can be
found at [Link]/indices.
Important Information About Components of the Underlying Interest:
Prospective investors should independently investigate the Underlying Interest, each of its components and any securities held
thereby and decide whether an investment in the Notes is appropriate.
Solactive Canada Bank 57 AR Index
The Notes are not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any
express or implicit guarantee or assurance either with regard to the results of using the Solactive Canada Bank 57 AR Index and/or
Solactive Canada Bank 57 AR Index trademark or the Closing Level at any time or in any other respect. The Solactive Canada Bank
57 AR Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Solactive Canada
Bank 57 AR Index is calculated correctly. Irrespective of its obligations towards the Bank, Solactive AG has no obligation to point
out errors in the Solactive Canada Bank 57 AR Index to third parties including but not limited to investors and/or financial
intermediaries of the Notes. Neither publication of the Solactive Canada Bank 57 AR Index by Solactive AG nor the licensing of the
Solactive Canada Bank 57 AR Index or Solactive Canada Bank 57 AR Index trademark for the purpose of use in connection with
the Notes constitutes a recommendation by Solactive AG to invest capital in the Notes nor does it in any way represent an assurance
or opinion of Solactive AG with regard to any investment in the Notes.

25
 USE OF PROCEEDS AND HEDGING

Some or all of the net proceeds from the sale of the Notes may be used by the Bank to directly or indirectly maintain positions in
certain forward contracts, futures contracts, options, securities, swaps or other instruments in order to hedge the Bank’s market risk
associated with the Bank’s payment obligations resulting from the issuance of the Notes. The balance of the proceeds will be used
by the Bank for general corporate purposes.
In anticipation of the sale of the Notes, the Bank and/or its affiliates may enter into hedging transactions prior to or on or after the
Initial Valuation Date. In this regard, the Bank and/or its affiliates may:
 acquire or dispose of any security or securities comprising the Underlying Interest or any component thereof;
 acquire or dispose of long or short positions in listed or over-the-counter options, futures, exchange-traded funds or other
instruments based on any security or securities comprising the Underlying Interest or any component thereof;
 acquire or dispose of long or short positions in listed or over-the-counter options, futures, or other instruments based on the
level of other similar instruments, market indices, or constituent instruments;
 acquire or dispose of long or short positions in other derivative instruments with returns linked or related to changes in the
performance of any security or securities comprising the Underlying Interest or any component thereof, or other components
of the equity markets;
 acquire or dispose of long or short positions in securities similar to the Notes; or
 carry out any combination of the above.
From time to time, the Bank and/or its affiliates may enter into additional hedging transactions or unwind those they have entered
into. The Bank and/or its affiliates may close out any hedge positions on or before the Final Valuation Date. Any of these hedging
activities may, but are not expected to, impact the market price of the Underlying Interest or any component thereof, and consequently
may adversely affect the market value of the Notes from time to time or the Maturity Redemption Payment payable on the Maturity
Date. The Bank may benefit from the difference between the amount it is obligated to pay under the Notes, net of related expenses,
and the returns it may generate in hedging such obligations.
The decision to offer the Notes pursuant to this Pricing Supplement has been taken independently of any decision by the Bank to
purchase any security that is a component of the Underlying Interest in the primary or secondary market. Except with respect to any
hedging activities in which the Bank engages with respect to its obligations under the Notes, any decision by the Bank to purchase
any security that is a component of the Underlying Interest in the primary or the secondary market will have been taken independently
of the Bank’s offering of Notes pursuant to this Pricing Supplement. The employees responsible for the Bank’s Senior Medium Term
Note program are not privy to any non-public information regarding either primary or secondary market purchases of any security
that is a component of the Underlying Interest made by the Bank in connection with any primary distribution made by the issuer of
such security.

DESCRIPTION OF THE NOTES

The following is a summary of the material attributes and characteristics of the Notes and is qualified by and subject to the additional
terms and conditions described in this Pricing Supplement and the Prospectus.

GENERAL

This offering consists of Notes issued at a price of $100.00 each, subject to a minimum subscription of $2,000 (20 Notes) and integral
multiples of $1,000 (10 Notes) in excess thereof.

PAYMENT CURRENCY

All amounts owing under the Notes will be payable in Canadian dollars.

AUTO-CALL FEATURE

The Notes will be automatically called by the Bank if the Closing Level on a Valuation Date after the thirty-fifth Valuation Date is
greater than or equal to the Auto-Call Level. If the Notes are automatically called by the Bank, the Maturity Redemption Payment
will be paid on the applicable Auto-Call Date, the Notes will be redeemed and Noteholders will not be entitled to receive any
subsequent payments in respect of the Notes.

26
With respect to a Valuation Date, the applicable Auto-Call Date is the first Auto-Call Date that follows the Valuation Date and the
applicable Coupon Date is the first Coupon Date that follows the Valuation Date.

COUPONS

Noteholders may be paid a Coupon, if any, on each Coupon Date unless the Notes have been automatically called by the Bank prior
to the applicable Valuation Date. Coupon payments will be subject to the occurrence of a Market Disruption Event affecting the
relevant Valuation Date or redemption by the Bank under Special Circumstances. If the Coupon Date is not a Business Day, then the
Coupon, if any, will be paid on the first succeeding day that is a Business Day and no interest shall be paid in respect of such delay.
A Noteholder may not elect to receive a Coupon prior to the applicable Coupon Date. See “CALCULATION OF PAYMENTS
UNDER THE NOTES”.

MATURITY REDEMPTION PAYMENT

If the Notes are automatically called by the Bank, Noteholders will be paid the Maturity Redemption Payment on the applicable
Auto-Call Date, in addition to any Coupon payable on that date. If the Notes are not automatically called by the Bank, Noteholders
will be paid the Maturity Redemption Payment on the Maturity Date, in addition to any Coupon payable on that date. Payment of
the Maturity Redemption Payment is subject to the occurrence of a Market Disruption Event or redemption by the Bank under Special
Circumstances. If the date on which the Maturity Redemption Payment is due is not a Business Day, then the Maturity Redemption
Payment will be paid on the first succeeding day that is a Business Day and no interest shall be paid in respect of such delay. A
Noteholder may not elect to receive the Maturity Redemption Payment prior to the Maturity Date. The Maturity Redemption Payment
will be calculated in accordance with the applicable formula set out under “CALCULATION OF PAYMENTS UNDER THE
NOTES”.

PAYMENT

A Coupon, the Maturity Redemption Payment or the Accelerated Value, as applicable, payable under the Global Note on any due
date will be made available by the Bank, at the Bank’s option, through CDS or its nominee in accordance with arrangements between
the Bank and CDS. CDS or its nominee (as the case may be) will, upon receipt of any such amount, facilitate payment to the applicable
CDS participants, or credit to those participants’ CDS accounts, in amounts proportionate to their respective beneficial interests in
the Global Note as shown on the records of CDS or its nominee. The Bank expects that payments by participants to owners of
beneficial interests in the Global Note held through such participants will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be
the responsibility of such participants. The responsibility and liability of the Bank in respect of Notes represented by the Global Note
is limited to making payment of any amount due on the Global Note to CDS or its nominee.

The Bank will have no responsibility or liability for any aspect of the records relating to or payments made on account of ownership
of Notes represented by the Global Note or for maintaining, supervising or reviewing any records relating to such ownership.

Neither the Bank nor CDS will be bound to see to the execution of any trust affecting the ownership of any Note or be affected by
notice of any equity that may be subsisting with respect to any Note.

STATUS

The payment obligations under the Notes constitute direct, unsecured and unsubordinated obligations of the Bank and, except for
certain statutory priorities, will rank pari passu with all other present and future unsecured and unsubordinated indebtedness of the
Bank. The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act.

SECONDARY MARKET

Coupons, if any, are only payable on the applicable Coupon Dates. The Maturity Redemption Payment is payable on an Auto-Call
Date only if the Closing Level on the applicable Valuation Date is greater than or equal to the Auto-Call Level. Otherwise, the
Maturity Redemption Payment will be paid at maturity or redemption. A Noteholder cannot elect to receive a Coupon prior to the
applicable Coupon Date or the Maturity Redemption Payment prior to maturity or redemption; however a Noteholder may be able
to sell the Notes prior to the Maturity Date in any available secondary market. Any selling agent may from time to time purchase and
sell Notes in the secondary market but is not obligated to do so. There can be no assurance that there will be a secondary market for
the Notes. The offering price and other selling terms for such sales in the secondary market may, from time to time, be varied by the
relevant selling agent. The Notes will not be listed on any stock exchange or quotation system.

TDSI intends, in normal market conditions, to maintain a secondary market for the Notes, but is not obligated to do so. There can be
no assurance that there will be such a market and TDSI is making no representation that there will be such a market. If a secondary
market does develop, TDSI reserves the right not to maintain any secondary market in the future in its sole discretion without

27
providing notice to Noteholders. Changes in laws and regulations may impact the ability of TDSI to maintain any secondary market
that may develop.

A Noteholder who sells a Note to TDSI prior to the Maturity Date will receive sales proceeds (which may be less than the Principal
Amount of the Note and less than the Maturity Redemption Payment that would otherwise be payable if the Note were maturing at
such time) equal to the bid price of the Note provided by TDSI, if available, determined at the time of the sale.

Any bid price of the Notes provided by TDSI in the secondary market (if available) will be determined by TDSI in its sole discretion
and may be affected by a number of interrelated factors including, among others, the level and performance of the Underlying Interest
since the Initial Valuation Date, volatility in the levels of the Underlying Interest and/or the components of the Underlying Interest,
prevailing interest rates, the yield of the Underlying Interest and/or the components of the Underlying Interest, the time remaining to
the Maturity Date, the number of Coupon Dates remaining and the associated Payment Rates, if any, the perceived creditworthiness
of the Bank, and any market demand for the Notes. In addition, any bid price of the Notes will reflect the recognition over time by
the Bank of its estimated revenue from the Notes (which may or may not be realized), the Bank’s cost of hedging the Notes, and the
amortization by the Bank of the costs incurred by the Bank in creating, distributing and issuing the Notes. The relationship among
all of these factors is complex and may also be influenced by various political, economic and other factors that can affect any bid
price of the Notes.

Prospective purchasers should also review the terms and conditions applicable to the resale of Notes through Fundserv. Such sales
will be subject to certain procedures, requirements and limitations relating to the Fundserv system. In particular, a sale of a Note
through Fundserv to TDSI will be effected at a sale price equal to the bid price of the Note posted to Fundserv by TDSI on the
applicable Business Day. Notes may in certain circumstances be transferable through CDS and not the Fundserv network. This may
be the case in particular for Notes held by clients of the same brokerage firm. There is no guarantee that the bid price at any time will
be the highest possible price available in any secondary market for the Notes. There is also no guarantee that TDSI will always quote
a bid price for the Notes.

PLAN OF DISTRIBUTION

Each Note will be issued at 100% of the Principal Amount thereof.

The Notes may be offered from time to time by the Bank through selling agents, who have agreed to use their best efforts to solicit
purchases of the Notes.

The Bank will have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole or in
part. A selling agent will have the right, in its discretion reasonably exercised, without notice to the Bank, to reject any offer to
purchase Notes received by it in whole or in part.

The Notes may be offered at various times by the Agents, at prices and commissions to be agreed upon, for sale to the public at prices
to be negotiated with purchasers. Sale prices may vary during the distribution period and as between purchasers. The Bank also
reserves the right to sell Notes to investors directly on its own behalf in those jurisdictions where it is authorized to do so.

The Bank reserves the right to issue additional Notes of a series previously issued, and other debt securities which may have terms
substantially similar to the terms of the Notes offered hereby, which may be offered by the Bank concurrently with the offering of
Notes.

The Bank further reserves the right to purchase for cancellation at its discretion any amount of Notes in the secondary market, without
notice to the Noteholders in general.

The Agents are conditionally offering the Notes subject to prior sale on a best efforts basis, if, as and when issued by the Bank and
accepted by the Agents in accordance with the conditions contained in the Dealer Agreement and subject to the approval of certain
legal matters by McCarthy Tétrault LLP on behalf of the Bank. Subscriptions will be received subject to rejection or allotment in
whole or in part and the right is reserved to close the subscription books at any time without notice. There is no selling agent’s
commission payable in connection with a sale of Notes.

Notes may be purchased through the order entry system of Fundserv. The Fundserv order code for the Notes is TDN6206. The Notes
will be issued in book-entry form and will be represented by a registered global note certificate held by CDS or its nominee. Subject
to limited exceptions, certificates evidencing the Notes will not be available to purchasers and registration of ownership of the Notes
will be made only through CDS’s book-entry system.

TDSI is a wholly-owned subsidiary of the Bank. As a result, the Bank is a “related issuer” and a “connected issuer” of TDSI within
the meaning of the securities legislation of certain provinces of Canada. TDSI and Richardson Wealth Limited have each performed

28
due diligence in connection with the offering of the Notes. Richardson Wealth Limited will be paid a fee of up to 0.15% of the
aggregate issue price of the Notes for acting as an independent agent. Under applicable securities legislation, Richardson Wealth
Limited is an independent underwriter in connection with this offering and is not related or connected to the Bank or to TDSI. In that
capacity, Richardson Wealth Limited has participated with TDSI in due diligence meetings relating to this Pricing Supplement with
the Bank and its representatives, has reviewed this Pricing Supplement and has had the opportunity to propose such changes to this
Pricing Supplement as it considered appropriate, but has not participated in the structuring or pricing of this offering or the calculation
of the initial estimated value of the Notes.

RELATED MATTERS

CALCULATION AGENT

Whenever the Calculation Agent is required to act, it will do so diligently, in good faith and in a commercially reasonable manner,
and its determinations and calculations will be binding in the absence of manifest error. So long as the Bank is the Calculation Agent,
the Calculation Agent may have economic interests adverse to those of the Noteholders, including with respect to certain
determinations that the Calculation Agent must make in determining a Coupon and the Maturity Redemption Payment and in
determining whether a Market Disruption Event has occurred and in making certain other determinations with regard to the
Underlying Interest. In certain circumstances, the Bank will appoint an independent calculation expert to confirm calculations,
valuations or determinations made by the Calculation Agent. See “RELATED MATTERS – Calculation Expert” in the Prospectus.

Nothing in the Notes shall create a fiduciary relationship between the Calculation Agent and any Noteholder and the Calculation
Agent shall owe no fiduciary duties or obligations (each howsoever defined) to the Noteholder in connection with the performance
of its duties and/or exercise of its discretion pursuant to the Notes.

DEALINGS WITH THE COMPANIES COMPRISING THE UNDERLYING INTEREST

The Bank and the Calculation Agent, if not the Bank, may from time to time, in the course of their respective normal business
operations, extend credit to or hold shares or other securities of or enter into other business dealings with one or more of the companies
comprising the Underlying Interest or any component thereof. Each of the Bank and the Calculation Agent, if not the Bank, has
agreed that all such actions taken by it shall not take into account the effect of such actions on the Underlying Interest Return or the
return, if any, that may be payable on the Notes.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of McCarthy Tétrault LLP, counsel to the Bank, the following is, as of the date hereof, a summary of the principal
Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of Notes by a Noteholder
who purchases the Notes at the time of their issuance, who is an individual (other than a trust) and who, for the purposes of the Tax
Act, and at all relevant times, is or is deemed to be a resident of Canada, deals at arm’s length with and is not affiliated with the Bank
and holds the Notes as capital property. This summary does not apply to a Noteholder that is a corporation, partnership or trust,
including a “financial institution” within the meaning of section 142.2 of the Tax Act. For greater certainty, this summary does
not apply to a holder who acquires Notes on the secondary market. Such holders should consult and rely on their own tax
advisors as to the overall consequences of their acquisition, ownership and disposition of Notes having regard to their
particular circumstances.

This summary is based on the provisions of the Tax Act and the Regulations as in force on the date of this Pricing Supplement, all
specific proposals (the “Proposals”) to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister
of Finance (Canada) prior to the date of this Pricing Supplement and counsel’s understanding of the current administrative policies
and assessing practices of the CRA published in writing by the CRA prior to the date of this Pricing Supplement. Except for the
Proposals, this summary does not take into account or anticipate any changes in law or the CRA’s administrative policies and
assessing practices, whether by legislative, governmental or judicial decision or action, and there can be no assurance that the Tax
Act or the Regulations will not be amended or CRA’s administrative policies and assessing practices changed in a manner that could
materially adversely affect the Canadian federal income tax considerations described herein. This summary is not exhaustive of all
possible Canadian federal income tax considerations applicable to an investment in the Notes and does not take into account other
federal or any provincial, territorial or foreign income tax legislation or considerations. While this summary assumes that the
Proposals will be enacted in the form proposed, there can be no assurance that the Proposals will be enacted as proposed or at all.

This summary is of a general nature only and is not intended to be, nor should it be relied upon as, legal or tax advice to any
Noteholder. Noteholders should consult their own tax advisors for advice with respect to the income tax consequences of an
investment in Notes, based on their particular circumstances. In particular, Noteholders should consult their tax advisors as to

29
whether they will hold the Notes as capital property for purposes of the Tax Act, which determination should take into account,
among other factors, whether the Notes are acquired with the intention or secondary intention of selling them prior to the Maturity
Date, and as to whether the Noteholder is eligible for and should file an irrevocable election under subsection 39(4) of the Tax Act
to treat every “Canadian security” owned by the Noteholder, including the Notes, as capital property.

COUPONS

The full amount of each Coupon, if any, generally will be required to be included in the Noteholder’s income as interest in the
taxation year of the Noteholder that includes the applicable Coupon Date, except to the extent that the amount was otherwise included
in computing the Noteholder’s income in the taxation year or a preceding taxation year.

ACCELERATED VALUE

In certain circumstances, provisions of the Tax Act can deem interest to accrue on a “prescribed debt obligation” (as defined for
purposes of the Tax Act). The CRA takes the position that instruments similar to the Notes constitute “prescribed debt obligations”.
The rules in the Tax Act and the Regulations applicable to a prescribed debt obligation generally require a taxpayer to accrue the
amount of any interest, bonus or premium receivable in respect of the obligation over the term of the obligation, based on the
maximum amount of interest, bonus or premium that could be payable on the obligation. Based in part on the CRA’s administrative
practice with regard to prescribed debt obligations, there should be no deemed accrual of the Accelerated Value prior to such amount
becoming calculable, except in the case of sale, assignment or other transfer of the Notes prior to maturity, as discussed in more
detail below under "Disposition of Notes Prior to Maturity".

If the Bank elects to redeem the Notes prior to the Maturity Date as a result of the occurrence of a Special Circumstance, the amount
of the excess, if any, of the Accelerated Value over the Principal Amount of the Notes generally will be included in the Noteholder’s
income as interest in the taxation year that includes the Special Redemption Notification Date, to the extent that such amount was
not otherwise included in income for the taxation year or a preceding taxation year.

On a disposition of a Note to the Bank by a Noteholder on repayment or redemption of the Notes by the Bank, the Noteholder will
realize a capital loss to the extent that the Noteholder’s proceeds of disposition received from the Bank, net of any amount required
to be included in the income of the Noteholder as interest and any reasonable costs of disposition, are less than the Noteholder’s
adjusted cost base of the Note.

DISPOSITION OF NOTES PRIOR TO MATURITY

Where an investor sells, assigns or otherwise transfers a Note, the amount of the excess, if any, of the proceeds of disposition over
the Principal Amount of the Note will be included in the Noteholder’s income as interest in the taxation year in which the disposition
occurs, except to the extent that the amount was otherwise included in income for the taxation year or a preceding taxation year.

On a disposition or deemed disposition of a Note by a Noteholder (including a sale through Fundserv or otherwise in the secondary
market, if available, but not including a disposition resulting from a payment by or on behalf of the Bank), the Noteholder will realize
a capital loss to the extent that the Noteholder’s proceeds of disposition, net of any amount required to be included in the income of
the Noteholder as interest (including deemed interest as described above) and any reasonable costs of disposition, are less than the
Noteholder’s adjusted cost base of the Note.

Noteholders who dispose of Notes prior to the Maturity Date should consult their tax advisor with respect to their particular
circumstances.

TREATMENT OF CAPITAL GAINS AND LOSSES

One-half of a capital gain realized by a Noteholder is required to be included in the income of the Noteholder. One-half of a capital
loss realized by a Noteholder is deductible against the taxable portion of capital gains realized in the taxation year, in the three
preceding taxation years or in subsequent taxation years, subject to the rules in the Tax Act.

There were proposed amendments to increase the capital gains inclusion rate from one-half to two-thirds, however the new Prime
Minister of Canada has stated that these will not be enacted.

Revised alternative minimum tax rules were enacted on June 20, 2024, which may increase a Noteholder's liability for such tax.

Noteholders who may be subject to alternative minimum tax should consult their own tax advisors.

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 LEGAL MATTERS

Certain legal matters in connection with the offering will be passed upon on behalf of the Bank by McCarthy Tétrault LLP. Partners
and associates of McCarthy Tétrault LLP, as a group, own beneficially, directly and indirectly, less than 1% of securities of the Bank
and its affiliates and associates.

RISK FACTORS

This section, in addition to the risks described under “RISK FACTORS” in the Prospectus, describes some of the most significant
risks relating to an investment in the Notes. Purchasers are urged to read and consider, in consultation with their own financial and
legal advisers, the following information about these risks, together with the other information in this Pricing Supplement and the
Prospectus, before investing in the Notes. Noteholders who are not prepared to accept the following risk factors should not
invest in the Notes.

NOTES ARE NOT PRINCIPAL PROTECTED

The Notes are not principal protected. Coupons will depend on the Underlying Interest Return determined on each Valuation Date
and the Maturity Redemption Payment will depend on the Closing Level on each Valuation Date after the thirty-fifth Valuation Date
and, if the Notes are not automatically called by the Bank, whether the Final Level is less than the Barrier Level. The Notes may
return substantially less than the amount originally invested by the Noteholder. The Maturity Redemption Payment together with any
Coupons received by the Noteholder may be less than the Principal Amount of the Notes. Consequently, investors could lose
substantially all of their investment in the Notes. Accordingly, the Notes are only suitable for investors who do not require current
income and who can withstand a total loss of their investment (except for the minimum $1 repayment on each Note).

THE NOTES MAY BE AUTOMATICALLY CALLED BY THE BANK

The Notes will be automatically called by the Bank if the Closing Level on a Valuation Date after the thirty-fifth Valuation Date is
greater than or equal to the Auto-Call Level. If the Notes are automatically called by the Bank, the effective percentage return on the
Notes will likely be different, and may be less, than the actual Underlying Interest Return on that Valuation Date. In addition, if the
Notes are automatically called by the Bank, the Maturity Redemption Payment will be paid on the applicable Auto-Call Date, the
Notes will be redeemed, Noteholders will not be entitled to receive any subsequent payments in respect of the Notes and may not be
able to reinvest in products with comparable risks and yields.

COUPONS MAY NOT BE PAYABLE

The Coupons, if any, payable on the Notes are linked to the performance of the Underlying Interest. The levels of the Underlying
Interest and the components thereof have experienced significant movements in the past and it is impossible to know the future
direction. No Coupon will be paid on any particular Coupon Date unless the applicable Underlying Interest Return is equal to or
greater than the Payment Threshold. There is no guarantee that any Coupons will be payable on the Notes.

NOTES MAY NOT YIELD A RETURN

The amount, if any, of a return on the Notes is linked to the performance of the Underlying Interest. The levels of the Underlying
Interest and the components thereof have experienced significant movements in the past and it is impossible to know the future
direction. The Notes will not yield a return unless the Maturity Redemption Payment together with any Coupons received by the
Noteholder over the term of the Notes are greater than the Principal Amount of the Notes. There is no guarantee that a return will be
payable on the Notes.

RETURN ON THE NOTES MAY BE MATERIALLY DIFFERENT THAN RETURN ON THE UNDERLYING INTEREST

The return on the Notes, if any, will be provided through the Coupons, if any, and the Maturity Redemption Payment. While such
payments will each be determined with respect to the performance of the Underlying Interest, the return on the Notes will be
materially different, and may be less, than the actual return on the Underlying Interest.

PERFORMANCE OF THE UNDERLYING INTEREST WILL REFLECT AN ADJUSTED RETURN FACTOR

The Underlying Interest includes at least one component that aims to track the gross total return performance of a Target Index as
reduced by an Adjusted Return Factor. Accordingly, (i) the performance of the Underlying Interest will be less than that which could
be achieved through a direct investment in the Target Index or the constituent securities of the Target Index, and (ii) based on the
calculation methodology applied by the Index Sponsor, the difference in the annual performance of the Underlying Interest and the

31
Target Index may be greater or less than the applicable Adjusted Return Factor. In order for the Closing Level to increase from the
Initial Valuation Date to the first Valuation Date or one Valuation Date to the next, the aggregate gross total return performance of
the constituent securities of a Target Index over such period of time must increase by more than the applicable Adjusted Return
Factor.

RETURN ON THE NOTES IS LIMITED

The Maturity Redemption Payment will not exceed the Principal Amount. As a result, even if the Notes are not automatically called
by the Bank and a Coupon is received on each Coupon Date, the maximum return on the Notes, over the term of the Notes, will be
equal to $51.66 per Note.

SUITABILITY OF THE NOTES FOR INVESTMENT

A person should reach a decision to invest in the Notes after carefully considering, with his or her advisors, the suitability of the
Notes in light of their investment objectives and the information set out in the Prospectus and this Pricing Supplement. An investment
in the Notes is suitable only for investors prepared to assume risks with respect to a return linked to the performance of the Underlying
Interest, and are prepared to lose substantially all of their investment in the Notes. The Notes are designed for investors with an
investment horizon that extends to the Maturity Date who are prepared to hold the Notes to maturity, and who are prepared to assume
the risk that the Notes will be automatically called by the Bank prior to the Maturity Date. An investment in the Notes is not suitable
for an investor who may require an income stream or liquidity prior to the Maturity Date. An investment in the Notes is not suitable
for an investor looking for a guaranteed return.

NOTES DIFFER FROM CONVENTIONAL INVESTMENTS

While the Notes are debt obligations of the Bank, they differ from conventional debt and fixed income instruments. The Notes may
not provide investors with a return, do not provide investors with a fixed payment stream, and the amount of the Maturity Redemption
Payment payable on the Maturity Date may not be determinable until the Final Valuation Date and may be less than the investor’s
initial investment in the Notes. As a result, Noteholders will not be able to determine the amount of any return that they will receive
on the Notes prior to the maturity or redemption thereof.

AN INVESTMENT IN THE NOTES IS NOT AN INVESTMENT IN THE UNDERLYING INTEREST OR ANY

COMPONENT THEREOF

An investment in the Notes is not equivalent to a direct investment in the Underlying Interest, or in any index or security referenced
herein. As such a Noteholder will not be entitled to the rights and benefits of a shareholder, including any right to receive distributions
or dividends or to vote at or attend meetings of shareholders. The Notes are subject to different risks than such a direct investment
and any return payable on the Notes will not be identical to the return associated with the Underlying Interest, or any component
thereof.

PERFORMANCE OF THE UNDERLYING INTEREST IS SUBJECT TO RISK FACTORS RELATING TO CERTAIN

EQUITY SECURITIES

The value of most investments, in particular equity securities, is affected by changes in general market conditions. These changes
may be caused by corporate developments, changes in interest rates, changes in the level of inflation, and other political and economic
developments. These changes can affect the price of equity securities which can move up or down, without any predictability. A
decrease in the price of equity securities comprising the Underlying Interest or a component thereof may adversely affect the level
of the Underlying Interest and the value of the Notes. The equity markets are subject to temporary distortions or other disruptions
due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and
intervention. These circumstances could adversely affect the market price of the relevant futures and forward contracts, options,
securities, swaps or other instruments and, therefore, the value of the Notes. Market prices of the equity securities comprising the
Underlying Interest or a component thereof may fluctuate rapidly based on numerous factors, including: changes in supply and
demand relationships; trade (including the potential impact of proposed or new or elevated tariffs); fiscal, monetary and exchange
control programs; domestic and foreign political and economic events and policies; disease (including the economic, financial, and
other impacts of pandemics); pestilence; weather; technological developments and changes in interest rates. These factors may affect
the value of the Notes in varying ways, and different factors may cause the value of different equity securities, and the volatilities of
their prices, to move in inconsistent directions at inconsistent rates.

PERFORMANCE OF THE UNDERLYING INTEREST IS AFFECTED BY ABILITY OF CONSTITUENTS OF A

TARGET INDEX TO PAY DIVIDENDS

The return on the Notes is calculated with reference to the performance of the Underlying Interest, which includes at least one
component that aims to track the gross total return performance of a Target Index as reduced by an Adjusted Return Factor. The

32
performance of such Target Index, and therefore the Closing Levels, may be affected by the ability of the constituents of such Target
Index to pay dividends or make distributions in respect of the equity securities included in such Target Index. The dividend payment
history in respect of the equity securities of the issuers comprising a Target Index are not indicative of future payments. Future
dividend payments are uncertain and depend upon various factors, including, without limitation, the financial position, earnings ratio
and cash requirements of the applicable issuer of securities, legal and regulatory requirements and guidance, and the state of financial
markets in general. It is not possible to predict the future level of dividends or distributions paid in respect of the components of a
Target Index.

THE UNDERLYING INTEREST HAS A LIMITED PERFORMANCE HISTORY

The Solactive Canada Bank 57 AR Index was first launched and published on September 6, 2024. The applicable Target Index was
first launched on July 28, 2017. One or more components of the Underlying Interest has a limited trading history. Accordingly, there
is a limited performance history for the Underlying Interest, and as such, the Notes may perform in unexpected ways. An investment
linked to the Underlying Interest may involve greater risks than an investment in notes linked to an underlying interest with a more
established record of performance. This may make it more difficult for an investor to make an informed decision with respect to the
Notes. Past performance of the components of the Underlying Interest should not be considered indicative of future performance of
the Underlying Interest or the components thereof. For additional information about the Underlying Interest see “The Underlying
Interest".

NOTES ARE SUBJECT TO CONCENTRATION RISK

The Notes are linked to the performance of the Underlying Interest, which is comprised of components made up of companies in the
Canadian banking industry and, as such, the Underlying Interest is not broadly diversified. As a result, the Notes are subject to
concentration risk. Also, the exposure of the Underlying Interest to the performance of a single security is greater where fewer
components comprise the Underlying Interest, or where one or more components of the Underlying Interest has one or a small
number of constituent securities, and this may result in higher volatility in the Closing Level.

THERE IS NO ASSURANCE OF A SECONDARY MARKET

The Maturity Redemption Payment is only payable at maturity or redemption. There is no assurance that a secondary market through
which the Notes may be sold will develop or, if such market develops, whether such market will be liquid. A sale of Notes originally
purchased through Fundserv will be subject to certain additional procedures and limitations. The Notes will not be listed on any stock
exchange or quotation system. The Noteholder may have to sell the Notes at a substantial discount from the Principal Amount of the
Notes, and less than the Maturity Redemption Payment that would otherwise be payable if the Notes were maturing at such time,
and the Noteholder may as a result suffer a substantial loss. The Notes are generally not suitable for an investor who requires liquidity
prior to the Maturity Date. A Noteholder should consider consulting with his or her advisors concerning whether it would be more
favourable to the Noteholder to sell the Note or hold the Note.

POTENTIAL CONFLICTS OF INTEREST MAY EXIST IN CONNECTION WITH THE NOTES

The Bank is the issuer of the Notes and is initially the Calculation Agent. As the Calculation Agent, the Bank may have to exercise
judgment and discretion from time to time to make certain calculations, adjustments and determinations in relation to the Notes.
Since these calculations, adjustments and determinations may affect the return or market value of the Notes, potential conflicts of
interest between the Bank and Noteholders may arise. The common shares of the Bank are included in a Target Index and the
decisions and actions of the board of directors and management of the Bank will not take into account the effect, if any, of such
decisions and actions on the Underlying Interest or Noteholders’ interests generally. The Bank or one or more of its affiliates may,
at present or in the future, publish research reports with respect to the Underlying Interest or any component thereof. This research
may be modified from time to time without notice and may express opinions or provide recommendations inconsistent with
purchasing or holding the Notes. The Bank or one or more of its affiliates may be, or have dealings with one or more of the Underlying
Interest or any component thereof and such dealings will not take into account the effect, if any, on the securities included in the
Underlying Interest, any component thereof, or Noteholders’ interests generally. Any of these decisions or actions may affect the
return or market value of the Notes. TDSI, an affiliate of the Bank, will endeavour to maintain a secondary market for the Notes, but
is under no obligation to do so. Since TDSI is a related and connected issuer of the Bank, TDSI may have interests that are adverse
to those of Noteholders in facilitating sales of Notes as described under “DESCRIPTION OF THE NOTES – Secondary Market”.

HEDGING TRANSACTIONS MAY AFFECT THE UNDERLYING INTEREST

The Bank and/or its affiliates may hedge its obligations under the Notes. Any of these hedging activities may, but are not expected
to, decrease the market price of the Underlying Interest or any component thereof and/or the Closing Level, and, therefore, decrease
the market value of the Notes. It is possible that the Bank and/or its affiliates could receive substantial returns from these hedging
activities while the market value of the Notes declines. The Bank may benefit from the difference between the amount it is obligated
to pay under the Notes, net of related expenses, and the returns it may generate in hedging such obligation.

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THERE ARE TAX CONSEQUENCES ASSOCIATED WITH AN INVESTMENT IN THE NOTES

A Noteholder should consider the income tax considerations of an investment in the Notes. A Noteholder should also consider the
income tax consequences of a disposition of the Notes prior to the Maturity Date. See “CERTAIN CANADIAN FEDERAL INCOME
TAX CONSIDERATIONS” for a summary of certain Canadian federal income tax considerations generally applicable to an
individual Noteholder (other than a trust) resident or deemed to be resident in Canada who purchases the Notes at the time of their
issuance, deals at arm’s length with and is not affiliated with the Bank and holds the Notes as capital property.

There can be no assurance that the CRA’s administrative practice with regard to “prescribed debt obligations” as described under
“CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS” will not be subject to change or qualification relevant
to the Notes or that the CRA will agree with and not take a contrary view with respect to the income tax considerations discussed
under “CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS”.

THERE MAY BE CHANGES IN LEGISLATION OR ADMINISTRATIVE PRACTICES THAT ADVERSELY AFFECT

THE NOTEHOLDERS

There can be no assurance that income tax, securities and other laws or the administrative practices of any government agency will
not be amended or changed in a manner which adversely affects Noteholders.

INDEPENDENT INVESTIGATION REQUIRED

Neither the Bank nor the Agents has performed any due diligence investigation of the Underlying Interest or in any component
thereof, except that the Agents have conducted due diligence focused on the Bank in its capacity as Issuer of the Notes under the
Prospectus and Pricing Supplement as described above under “PLAN OF DISTRIBUTION”. Prospective Noteholders considering
an investment in the Notes should independently develop their own views as to the future performance of the Underlying Interest
and any component thereof. All information in this Pricing Supplement relating to the Underlying Interest and any component thereof
is derived from publicly available sources. A prospective investor should undertake an independent investigation of the Underlying
Interest and each component thereof as such investor considers necessary in order to make an informed decision as to the merits of
an investment in the Notes.

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