Business: Toronto-Dominion Bank Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 5 liquidation preference $25 Canadian dollars per share, redeemable at the issuer's option on or after 01/31/2020 in every fifth year thereafter at $25 Canadian Dollars per share plus accrued and unpaid dividends, and with no stated maturity. <p> Non-Cumulative distributions of $3.75% per annum ($0.9375 Canadian dollars per annum or $0.234375 Candadian dollars per quarter) ) will be paid quarterly on 1/31, 4/30, 7/31 & 10/31 to holders of record on the record date fixed by the board, (NOTE: the ex-dividend date will be the record date). After 01/31/2020 The Dividend Rate will be equal to the sum of the Government of Canada Yield of a Canadian dollar denominated non-callable Government of Canada 5 year maturity bond on the applicable fixed rate calculation date plus 2.25% (see prospectus for more details). <p> On 01/31/2020 and every July 31st in every fifth year there after the holder will have the right to convert their Series 5 shares into Toronto-Dominion Bank Floating Rate Non-Cumulative Preferred Shares Series 6 (see prospectus for more details). <p> In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock.