Corporate Profile

TD Split Inc. (the "Company") is a “split share company” created on July 31, 2000 to invest in the common shares of The Toronto-Dominion Bank (TD Bank Shares). In September 2000, the Company issued 6,075,000 Class A Preferred Shares and 6,075,000 Class A Capital Shares with the net proceeds being used to acquire the portfolio of TD Bank Shares. On November 15, 2005 the Company redeemed the Class A Preferred and Class A Capital Shares and issued 1,700,000 Class B Preferred Shares and 1,700,000 Class B Capital Shares. The Class B Preferred Shares entitle the holders to receive quarterly fixed cumulative preferential distributions equal to $0.298563 per Class B Preferred Share (Preferred Share Dividend). The Class B Capital Shares provide holders with a leveraged investment, the value of which is linked to changes in the market price of the TD Bank Shares. Both the Class B Preferred Shares and Class B Capital Shares are listed and publicly traded on the Toronto Stock Exchange (TSX).

Preferred Shareholders will receive quarterly cash dividends funded primarily from the dividends received on the portfolio of TD Bank Shares and, if necessary, with proceeds from the sale of the TD Bank Shares. Any portion of the Preferred Share Dividend, which is derived from the proceeds of the sale of the TD Bank Shares, will consist of a non-taxable return of capital, or a combination of a capital gains dividend and non-taxable return of capital. Dividends where declared, will be paid on or before the 15th day of February, May, August and November in each year. Holders of the Preferred Shares will not be entitled to receive any dividends in excess of the Preferred Share Dividend.

Capital Shareholders will be entitled on redemption to the benefit of any capital appreciation in the market price of the TD Bank Shares after payment, if necessary of a portion of the Preferred Share Dividend, and to benefit from any increase in the dividends paid on the TD Bank Shares. The Board of Directors of the Company has indicated that its policy is to pay quarterly dividends on the Capital Shares if and to the extent that the dividends paid on the TD Bank Shares, less the administrative and operating expenses of the Company, exceed the Preferred Share Dividend.

Unit Value is defined as the amount received by the Company on the disposition of one TD Bank Share or, if it is determined that it is not practicable to sell TD Bank Shares, Unit Value will be determined with reference to the closing price for the TD Bank Shares on the tenth business day prior to the retraction payment date of the applicable month, less any brokerage fees, commissions and other transactions costs relating to the sale plus (minus) the pro rata share of the net assets of the Company.

Preferred and Capital Shares may be surrendered for retraction at any time by the holders. Holders may surrender their shares for retraction by exercising a Regular Retraction, a Concurrent Retraction or a Special Annual Retraction. Retraction payments will be on the 15th day of the month, or where such day is not a business day, on the preceding business day. To exercise the retraction a holder must provide an investment dealer (CDS Participant) with written notice for submission to CDS. Holders must provide sufficient notice to the investment dealer as both the Preferred and Capital Shares must be surrendered for retraction at least ten business days prior to the retraction payment date.

Preferred Shares
A holder who surrenders Preferred Shares will receive for each Preferred Share retracted the amount if any, by which 95% of the Unit Value exceeds the aggregate of:

1. average cost to the Company, including commissions, of purchasing a Capital Share in the market; and
2. $1.00.

Capital Shares
A holder who surrenders Capital Shares will receive for each Capital Share retracted the amount if any, by which 95% of the Unit Value exceeds the aggregate of:

1. average cost to the Company, including commissions, of purchasing a Preferred Share in the market; and
2. $1.00.

A holder who surrenders one Preferred Share together with one Capital Share will receive an amount equal to 95% of the Unit Value less $1.00.

A holder who surrenders Capital Shares under a special annual retraction for the Retraction Payment Date occurring on November 15 in each year or, where such day is not a business day, the preceding day, will receive an amount by which the Unit Value exceeds $28.10.

A holder who surrenders one Preferred Share together with one Capital Share will receive an amount equal to the Unit Value.

Provided a holder of Capital Shares surrenders 10,000 or more Capital Shares for retraction and tenders either one Preferred Share for each Capital Share retracted or a cash amount equal to $28.10 for each Capital Share retracted, such holder may elect to receive one TD Bank Share per Unit plus the pro rata share of the other net assets of the Company, less a $0.05 delivery charge for each Capital Share retracted.

If any Capital Shares are surrendered for retraction the Company will redeem or purchase for cancellation that number of Preferred Shares equal to the number of Capital Shares retracted. The Company will sell TD Bank Shares owned by the Company to the extent required to fund such redemptions or purchases and to pay the retraction price for the Preferred Shares retracted.

Income Taxes: The Company qualifies as a “mutual fund company” under the Income Tax Act (Canada). As a result thereof and of the deduction of expenses in computing its taxable income, the Company should not be subject to any material net income tax liability.

Dividends: Dividends other than capital gains dividends received by the individuals on the Preferred Shares or Capital Shares will subject to the normal gross-up and dividend tax credit rules applicable to dividends received on shares of a taxable Canadian corporation.

Return of capital payments to a holder of Preferred Shares will not be subject to tax but will reduce the adjusted cost base of the Preferred Shares to the holder.

The amount of any capital gains dividend received by a holder of Preferred Shares or Capital Shares will be considered to be a capital gain of the holder from the disposition of capital property in the taxation year of the holder in which the capital gains dividend is received.

If a capital gains dividend is paid on the Capital Share in Capital Shares rather than in cash, the adjusted cost base of the holder’s Capital Shares will also be increased by the amount of such dividend.

For the purposes of the Income Tax Act (Canada) and any other similar provincial and territorial tax legislation, the dividends paid on both capital and on preferred shares are designated as “eligible dividends”. Unless stated otherwise, all dividends (and deemed dividends) paid hereafter are designated as “eligible dividends” for the purposes of such legislation.

Dispositions: A disposition of a Preferred Share or a Capital Share held as capital property, whether to the Company or otherwise, may result in a capital gain or capital loss to the holder.

Holders of the Preferred and Capital Shares will not be entitled to vote any of the TD Bank Shares held by the Company. The Board of Directors of the Company will determine the manner in which the TD Bank Shares will be voted at any meeting of TD Bank shareholders.

Cameron Goodnough
President, Chief Executive Officer and Director

Malcom Lang
Chief Financial Officer & Secretary

John B. Newman *
Director and Chairman of the Board

Clive H. Coombs *
Director

Louise Morwick *
Director

Nikita Tziavas
Director

*Audit Committee Member