Independent Assurance Report

To the Board of Directors and Management of Toronto-Dominion Bank (the “Bank”)

Our responsibilities

Our assurance engagement has been planned and performed in accordance with the International Standard on Assurance Engagements ISAE 3000 Assurance Engagements other than Audits or Reviews of Historical Financial Information.

Scope of our engagement We have carried out the following assurance activities:

► Subject matter 1: A limited assurance engagement in relation to selected performance indicators as reported in the 2012 Corporate Responsibility Report (the “Report”) for the year ended October 31, 2012. The scope of our engagement, as agreed with management, included the following performance indicators:

o Customer Experience Index (TD Canada Trust and TD Bank business segments) o Employee retention (Canada and United States operations) o Employee engagement (TD Bank Group)

o Average hours of training per year by employee category (Canada and United States operations)

o The percentage of five-year average pre-tax profits donated to charities and other community organizations (Canada operations)

o The percentage of net pre-tax income donated to charities and other community organizations (TD Bank business segment);