Obbligazione TD Bank 0% ( US89114QBK31 ) in USD

TD Bank

100.011 USD ▲

Canada

US89114QBK31 ( in USD )

13/08/2019 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Toronto-dominion Bank US89114QBK31 in USD 0%, scaduta

2 000 USD

250 000 000 USD

89114QBK3

La Toronto-Dominion Bank (TD Bank) è una delle più grandi banche del Canada, con una significativa presenza internazionale, offrendo una vasta gamma di servizi finanziari al dettaglio e commerciali.

The Obbligazione issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114QBK31, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 13/08/2019

424B2
424B2 1 d221827d424b2.htm 424B2
Filed Pursuant to 424(b)(2)
Registration Statement No. 333-211718

Pricing Supplement to the Prospectus Supplement dated June 30, 2016 and the
Prospectus dated June 30, 2016

The Toronto-Dominion Bank
US$250,000,000 Floating Rate Senior Medium-Term Notes, Series A, Due 2019

We will pay interest on the Floating Rate Senior Medium-Term Notes, Series A, due 2019 (the "Notes") quarterly on August 13,
November 13, February 13 and May 13 of each year. We will make the first interest payment on August 13, 2016. The interest rate on the Notes
for each period will be equal to three-month LIBOR plus a spread of 65 basis points. The Notes will mature on August 13, 2019. The Notes will
be our unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding.
We will issue the Notes in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess of $2,000.
Other than as set forth under "Terms of the Notes -- Redemption for Tax Reasons," we may not redeem the Notes prior to their maturity.
There is no sinking fund for the Notes.
The Notes will not be listed on any securities exchange.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S-4 of the prospectus supplement dated
June 30, 2016 and page 1 of the accompanying prospectus dated June 30, 2016.

The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada
Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or
the United States.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
the Notes or determined that this pricing supplement or the accompanying prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Notes

Per Note

Total

Price to the public(1)

100.00%
US$250,000,000
Underwriting commissions

0.25%
US$
625,000
Proceeds to The Toronto-Dominion Bank

99.75%
US$249,375,000

(1)
The price to the public also will include interest accrued on the Notes after July 13, 2016, if any.
This pricing supplement may be used by certain of our affiliates in connection with offers and sales of the Notes in market-making
transactions. TD Securities (USA) LLC is our affiliate. See "Underwriting (Conflicts of Interest)" in this pricing supplement.
We expect to deliver the Notes in book-entry only form through the facilities of The Depository Trust Company (including through its
indirect participants Euroclear, Clearstream and CDS) on or about July 13, 2016, against payment in immediately available funds.
Joint Book-Runners

TD Securities Deutsche Bank Securities
Goldman, Sachs & Co.
J.P. Morgan UBS Investment Bank
Pricing Supplement dated July 6, 2016
We are responsible for the information contained or incorporated by reference in this pricing supplement, the accompanying
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

424B2
prospectus supplement, the accompanying prospectus, and in any free writing prospectus we may authorize to be delivered to you. We
have not, and the agents have not, authorized anyone to give you any other information, and take no responsibility for any other
information that others may give you. We are not, and the agents are not, making an offer to sell the Notes in any jurisdiction where the
offer or sale is not permitted. You should not assume that the information contained in this pricing supplement, the accompanying
prospectus supplement, the accompanying prospectus, the documents incorporated by reference or any free writing prospectus we may
authorize to be delivered to you is accurate as of any date other than the dates thereon. Our business, financial condition, results of
operations and prospects may have changed since those dates.

PS-i
WHERE YOU CAN FIND MORE INFORMATION
You should read this pricing supplement together with the prospectus supplement dated June 30, 2016 (the "prospectus supplement") and the
prospectus dated June 30, 2016 (the "base prospectus"), and the documents incorporated by reference therein (collectively, the "prospectus"),
which together contain the terms of the Notes and supersede all prior or contemporaneous oral statements as well as any other written materials.
You should carefully consider, among other things, the matters set forth in "Risk Factors" in the prospectus supplement and the other information
included and incorporated by reference in this pricing supplement and the accompanying prospectus supplement and prospectus. We urge you to
consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for
the relevant date on the SEC website):

· Prospectus Supplement dated June 30, 2016:
http://www.sec.gov/Archives/edgar/data/947263/000119312516638460/d191617d424b3.htm

· Prospectus dated June 30, 2016:
http://www.sec.gov/Archives/edgar/data/947263/000119312516638441/d162493d424b3.htm
In addition to our continuous disclosure obligations under the securities laws of the provinces and territories of Canada, we are subject to the
information reporting requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith file reports and other information with the SEC. Under the multi jurisdictional disclosure system adopted by the United States, such
reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from
those of the United States. Such reports and other information, when filed by us in accordance with such requirements, can be inspected and copied
by you at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public at the SEC's
website at www.sec.gov. Our common shares are listed on the NYSE, and reports and other information concerning us can be inspected at the
offices of the NYSE, 11 Wall Street, New York, New York 10005. Information about us can be located at our website at www.td.com. All Internet
references in this pricing supplement and the accompanying prospectus supplement and prospectus are inactive textual references and we do not
incorporate website contents into this pricing supplement and the accompanying prospectus supplement and prospectus.
Our Central Index Key, or CIK, on the SEC website is 947263.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows the Bank to "incorporate by reference" the information we file with it, which means we can disclose important information
to you by referring you to those documents. Copies of the documents incorporated herein by reference may be obtained upon written or oral
request without charge from the Corporate Secretary of The Toronto-Dominion Bank, TD Bank Tower, Toronto-Dominion Centre, Toronto,
Ontario, M5K 1A2, Canada (telephone: (416) 308-6963). The documents incorporated by reference are available at www.sec.gov.
We incorporate by reference:

· our Annual Report on Form 40-F for the fiscal year ended October 31, 2015 and the auditors' report therein (the "2015 Annual

Report"); and

· our Reports on Form 6-K dated November 10, 2015, December 3, 2015 (related to the news release announcing the Bank's intention to

launch a normal course issuer bid to repurchase its common shares (the "Normal Course Issuer Bid")), December 3, 2015 (related to the
4th Quarter 2015 earnings news

PS-1
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

424B2
release), December 10, 2015 (related to the news release announcing the approval by the Toronto Stock Exchange and the Office of the
Superintendent of Financial Institutions Canada of the Normal Course Issuer Bid), January 5, 2016 (two filings), January 12, 2016,

January 29, 2016, February 23, 2016, February 25, 2016 (related to our 1st Quarter 2016 Report to Shareholders for the three months
ended January 31, 2016), February 29, 2016, March 31, 2016, May 26, 2016 (related to our 2nd Quarter 2016 Report to Shareholders
for the three and six months ended April 30, 2016 (the "Q2 2016 Report")) and July 1, 2016.
In addition, we will incorporate by reference all documents that we file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to
the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this pricing supplement and prior to the
termination of any offering contemplated in this pricing supplement.
Any statement contained in this pricing supplement, the accompanying prospectus supplement and prospectus or in any other document
incorporated or deemed to be incorporated by reference will be deemed to be modified or superseded, for the purposes of this pricing supplement,
the accompanying prospectus supplement and prospectus, to the extent that a statement contained herein or in any other subsequently filed or
furnished document which also is or is deemed to be incorporated by reference 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 shall not 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 is required to be stated or that is 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, the accompanying prospectus supplement and prospectus.
All documents incorporated by reference, or to be incorporated by reference, have been filed with or furnished to, or will be filed with or
furnished to, the SEC.

PS-2
TERMS OF THE NOTES
We describe the basic features of the Notes in the sections of the base prospectus called "Description of the Debt Securities" and the
prospectus supplement called "Description of the Notes We May Offer," subject to and as modified by the provisions described below. References
in this pricing supplement to "we," "us," "our," "TD" or "the Bank" are to The Toronto-Dominion Bank.

Issuer:

The Toronto-Dominion Bank
Title of Series:

Senior Medium-Term Notes, Series A
Issue:

Floating Rate Senior Medium-Term Notes, Series A, due 2019
Ranking:

Senior
Aggregate Principal Amount Initially Being Issued:

US$250,000,000
Currency:

U.S. Dollars
Minimum Denominations:

US$2,000 and integral multiples of US$1,000 in excess of US$2,000
Pricing Date:

July 6, 2016
Issue Date:

July 13, 2016
Maturity Date:

August 13, 2019
CUSIP/ISIN:

89114QBK3 / US89114QBK31
Day Count Fraction:

Actual/360
Base Rate:

USD LIBOR (Reuters page LIBOR01)
Index Maturity:

Three months
Spread:

+65 basis points
Interest Payment Dates and Interest

Reset Dates:
Quarterly, on August 13, November 13, February 13 and May 13 of each year, beginning

on August 13, 2016.
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

424B2
Interest Determination Date:

The second London business day preceding the applicable Interest Reset Date.
Record Dates for Interest Payments:

The fifteenth calendar day prior to the applicable Interest Payment Date.
Redemption at Our Option:

Not applicable, other than as set forth under "-- Redemption for Tax Reasons."
Optional Redemption by Holders of Notes:

Not applicable.
Concurrent Offerings:
US$250,000,000 Floating Rate Senior Medium-Term Notes, Series A, due 2021

US$1,000,000,000 1.450% Senior Medium-Term Notes, Series A, due 2019

US$1,500,000,000 1.800% Senior Medium-Term Notes, Series A, due 2021
The settlement of the Notes is not contingent on the settlement of the concurrent

offerings.

PS-3
Listing:

The Notes will not be listed on any securities exchange.
Clearance and Settlement:
DTC global (including through its indirect participants Euroclear, Clearstream and CDS
as described under "Description of the Debt Securities -- Book-Entry Procedures and

Settlement" in the base prospectus).
Conflicts of Interest:
TD Securities (USA) LLC is our affiliate. The agents are members of the Financial
Industry Regulatory Authority, Inc. ("FINRA"). Accordingly, the offering of the Notes
will conform to the requirements of FINRA Rule 5121. TD Securities (USA) LLC is not
permitted to sell the Notes to an account over which it exercises discretionary authority

without the prior specific written approval of the account holder.
Additional Amounts
All payments of principal and interest and other amounts payable in respect of the Notes by us will be made without us making any
withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature
("Taxes"), unless the withholding or deduction of such Taxes is required or authorized by law or the administration thereof. In that event, we will,
subject to certain exceptions and limitations set forth below, pay such additional amounts ("Additional Amounts") to the holder or beneficial owner
of any Note as may be necessary in order that every net payment of the principal of and interest on such Note and any other amounts payable on
such Note, after any withholding or deduction for Taxes imposed or levied by or on behalf of Canada or any political subdivision or taxing
authority thereof or therein having the power to tax (each a "Taxing Jurisdiction") (and Taxes imposed or levied by a Taxing Jurisdiction on such
Additional Amounts), will not be less than the amount such holder or beneficial owner would have received if such Taxes imposed or levied by or
on behalf of a Taxing Jurisdiction had not been withheld or deducted. We will not, however, be required to make any payment of Additional
Amounts to any holder or beneficial owner for or on account of:

· any Taxes that would not have been so imposed but for a present or former connection (including, without limitation, carrying on
business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction) between such holder or

beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such
holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation)
and a Taxing Jurisdiction, other than merely holding such Note or receiving payments with respect to such Note;

· any estate, inheritance, gift, sales, transfer or personal property Tax or any similar Tax with respect to a Note;

· any Tax imposed by reason that such holder or beneficial owner of a Note or other person entitled to payment under the Note does not

deal at arm's length within the meaning of the Income Tax Act (Canada) with us or is, or does not deal at arm's length with any person
who is, a "specified shareholder" of us for purposes of the thin capitalization rules in the Income Tax Act (Canada);

· any Tax that is levied or collected otherwise than by withholding from payments on or in respect of a Note;

· any Tax required to be withheld by any paying agent from any payment on a Note, if such payment can be made without such

withholding by at least one other paying agent;

PS-4
· any Tax that would not have been imposed but for the failure of a holder or beneficial owner of a Note to comply with certification,
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

424B2
identification, declaration, information or other reporting requirements, if such compliance is required by a Taxing Jurisdiction

(including where required by statute, treaty, regulation or administrative pronouncement) as a precondition to relief or exemption from
such Tax;

· any Tax which would not have been imposed but for the presentation of a Note (where presentation is required) for payment on a date

more than 30 days after (i) the date on which such payment became due and payable or (ii) the date on which payment thereof is duly
provided for, whichever occurs later;

· any withholding or deduction imposed pursuant to (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended
("FATCA"), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any treaty,

law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to
FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between us and the United
States or any authority thereof implementing FATCA; or

· any combination of the items listed above;
nor shall Additional Amounts be paid with respect to any payment on a Note to a holder who is a fiduciary or partnership or any person other than
the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary, a member of such partnership or such
beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner held its interest
in the Note directly.
Redemption for Tax Reasons
We may redeem the Notes, in whole but not in part, at our option at any time prior to maturity, upon the giving of a notice of redemption as
described below, if:
(i) as a result of any change (including any announced prospective change) in or amendment to the laws or treaties (or any rules, regulations,
rulings or administrative pronouncements thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or interpretation of such laws, treaties, rules, regulations, rulings or
administrative pronouncements (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes
effective on or after the date of this pricing supplement, in the written opinion of our legal counsel of recognized standing, we have or will become
obligated to pay, on the next succeeding date on which interest is due, Additional Amounts (assuming, in the case of any announced prospective
change, that such announced change will become effective as of the date specified in such announcement and in the form announced); or
(ii) on or after the date of this pricing supplement any action has been taken by any taxing authority of, or any decision has been rendered by a
court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified
in the paragraph immediately above, whether or not such action was taken or decision was rendered with respect to us, or any change, amendment,
application or interpretation shall be officially proposed, which, in any such case, in the written opinion of our legal counsel of recognized
standing, will result in our becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts (assuming, in the
case of any announced prospective change, that such announced change will become effective as of the date specified in such announcement and in
the form announced);
and, in any such case, we in our business judgment, determine that such obligation cannot be avoided by the use of reasonable measures available
to us. For the avoidance of doubt, reasonable measures do not include a change in the terms of the Notes or a substitution of the debtor.

PS-5
Prior to the giving of any notice of redemption pursuant to the above paragraph, we will deliver to the trustee:

· a certificate stating that we are entitled to effect such redemption and setting forth a statement of facts showing that the conditions

precedent to our right to so redeem have occurred; and

· an opinion of counsel prepared in accordance with the terms of the indenture.
Any Notes redeemed for tax reasons will be redeemed at 100% of their principal amount together with interest accrued up to, but excluding, the
redemption date. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and
the applicable redemption price will be specified in the notice.

PS-6
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

424B2
U.S. FEDERAL INCOME TAX CONSIDERATIONS
For a discussion of certain material U.S. federal income tax consequences of owning the Notes, please see the section "Tax Consequences --
United States Taxation" in the base prospectus.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
For a discussion of certain material Canadian federal income tax consequences of owning the Notes, please see the section "Tax
Consequences -- Canadian Taxation" in the base prospectus.
BENEFIT PLAN INVESTOR CONSIDERATIONS
For a discussion of certain considerations in connection with owning the Notes with plan assets, please see the section "Benefit Plan Investor
Considerations" in the base prospectus.

PS-7
UNDERWRITING (CONFLICTS OF INTERESTS)
On July 6, 2016, we entered into a terms agreement with the agents pursuant to the Distribution Agreement, dated June 30, 2016, among us
and the agents party thereto for the purchase and sale of the Notes. We have agreed to sell to each of the agents, and each of the agents have
severally agreed to purchase from us, as principal, the principal amount of the Notes shown opposite its name at the public offering price set forth
above.

Agent

Principal Amount of Notes
TD Securities (USA) LLC

US$
81,250,000
Deutsche Bank Securities Inc.

$
43,750,000
Goldman, Sachs & Co.

$
43,750,000
J.P. Morgan Securities LLC

$
43,750,000
UBS Securities LLC

$
25,000,000
Desjardins Securities Inc.

$
2,500,000
Lloyds Securities Inc.

$
2,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$
2,500,000
SG Americas Securities, LLC

$
2,500,000
SMBC Nikko Securities America, Inc.

$
2,500,000

Total

US$
250,000,000
The agents initially propose to offer the Notes to the public at the public offering price set forth on the cover page of this pricing supplement
and may offer the Notes to certain dealers at the public offering price less a concession not in excess of 0.150% of the principal amount of the
Notes. The agents may allow, and such dealers may reallow, a concession not in excess of 0.100% of the principal amount of the Notes on sales to
certain dealers. After the initial offering of the Notes, the public offering price and other selling terms may from time to time be changed. The
offering of the Notes by the agents is subject to receipt and acceptance and subject to the agents' right to reject any order in whole or in part.
We estimate that the total offering expenses for the Notes, excluding underwriting commissions, will be approximately US$68,000.
We have agreed to indemnify the several agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
We expect that delivery of the Notes will be made against payment for the Notes on or about July 13, 2016, which is the fifth (5th) business
day following the pricing date (this settlement cycle being referred to as "T+5"). Rule 15c6-1 under the Exchange Act generally requires that
securities trades in the secondary market settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the Notes on the pricing date or the next succeeding business day will be required, by virtue of the fact that the Notes
will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should also
consult their own advisors in this regard. See "Supplemental Plan of Distribution (Conflicts of Interest)" in the prospectus supplement.
The agents and their respective affiliates are full service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging,
financing and brokerage activities. Certain of the agents and their respective affiliates have, from time to time, performed, and may in the future
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

424B2
perform, various financial advisory and investment banking services for the Bank, for which they received or will receive customary fees and
expenses.

PS-8
Because Desjardins Securities Inc. is not registered with the SEC as a U.S. registered broker-dealer, it will effect offers and sales of the
Notes solely outside of the United States or within the United States to the extent permitted by Rule 15a-6 under the Exchange Act through one or
more U.S. registered broker-dealers and as permitted by the rules and regulations of FINRA.
In the ordinary course of their various business activities, the agents and their respective affiliates may make or hold a broad array of
investments, including serving as counterparties to certain derivative and trading arrangements, and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and
such investment and securities activities may involve securities and/or instruments of the Bank. The agents and their respective affiliates may also
make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at
any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Conflicts of Interest
TD Securities (USA) LLC is our affiliate. The agents are members of FINRA. Accordingly, the offering of the Notes will conform to the
requirements of FINRA Rule 5121. TD Securities (USA) LLC is not permitted to sell the Notes to an account over which it exercises discretionary
authority without the prior specific written approval of the account holder.
Selling Restrictions
The People's Republic of China
This pricing supplement and the prospectus have not been filed with or approved by the People's Republic of China (for such purposes, not
including Hong Kong and Macau Special Administrative Regions or Taiwan) authorities, and is not an offer of securities (whether public offering
or private placement) within the meaning of the Securities Law or other pertinent laws and regulations of the People's Republic of China. This
pricing supplement and the prospectus shall not be offered to the general public if used within the People's Republic of China, and the Notes so
offered cannot be sold to anyone that is not a qualified purchaser of the People's Republic of China. Each agent has represented, warranted and
agreed that the Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the People's Republic of China, except
under circumstances that will result in compliance with applicable laws and regulations.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each agent has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes which are
the subject of the offering contemplated by this pricing supplement and the prospectus to the public in that Relevant Member State except that it
may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:

(a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)
at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to

obtaining the prior consent of the relevant agents nominated by the Bank for any such offer; or

(c)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (a) to (c) above shall require the Bank or any agent to publish a prospectus pursuant to Article 3
of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

PS-9
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended by Directive
2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

424B2
Hong Kong
The Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public
within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result
in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether
in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and any rules made thereunder.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the "Financial Instruments
and Exchange Law") and each agent has agreed that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the
laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws,
regulations and ministerial guidelines of Japan.
Singapore
This pricing supplement and the prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly,
this pricing supplement and the prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any
other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited
investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom
is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and
interest in that trust will not be transferable for six months after that corporation or that trust has acquired the Notes under Section 275 except:
(1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

PS-10
South Korea
The Notes have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the
decrees and regulations thereunder (the "FSCMA") and the Notes have been and will be offered in Korea as a private placement under the
FSCMA. None of the Notes may be offered, sold and delivered directly or indirectly, or offered or sold to any person for re-offering or resale,
directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA
and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the "FETL"). For a period of one year from the
issue date of the Notes, any acquirer of the Notes who was solicited to buy the Notes in Korea is prohibited from transferring any of the Notes to
another person in any way other than as a whole to one transferee. Furthermore, the purchaser of the Notes shall comply with all applicable
regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the Notes.
Each agent has represented and agreed that it has not offered, sold or delivered the Notes directly or indirectly, or offered or sold the Notes to
any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea and will not offer, sell or deliver the Notes directly
or indirectly, or offer or sell the Notes to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea, except
pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FSCMA, the FETL and other relevant laws
and regulations of Korea.
Taiwan
The Notes may be made available for purchase outside Taiwan by investors residing in Taiwan (either directly or through properly licensed
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

424B2
Taiwan intermediaries acting on behalf of such investors) but may not be offered or sold in Taiwan.
United Kingdom
Each agent has represented and agreed that:

(a)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the

"FSMA")) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does
not apply to the Bank; and

(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes

in, from or otherwise involving the United Kingdom.

PS-11
LEGAL MATTERS
The validity of the Notes will be passed upon, on behalf of the Bank, by McCarthy Tétrault LLP, Toronto, Ontario, as to matters of Canadian
law and applicable matters of Ontario law, and Simpson Thacher & Bartlett LLP, New York, New York, as to matters of New York law. Certain
legal matters relating to the Notes will be passed upon, on behalf of the agents, by Morrison & Foerster LLP, New York, New York.

PS-12
https://www.sec.gov/Archives/edgar/data/947263/000119312516643301/d221827d424b2.htm[7/7/2016 4:01:34 PM]

Document Outline

#1">
- #1">